20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell

    company report: Not applicable

For the transition period from _ to _

Commission file number: 001-42684

Rubico Inc.

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English)

Republic of the Marshall Islands

(Jurisdiction of incorporation or organization)

20 Iouliou Kaisara Str

19002 Paiania, Athens, Greece

(Address of principal executive offices)

Nikolaos Papastratis

Tel. +30 210 812 8107

Email: npapastratis@rubicoinc.com

20 Iouliou Kaisara Str

19002 Paiania, Athens, Greece

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of class	Trading Symbol(s)	Name of exchange on which registered
Shares of common stock, par value $0.01 per share,<br> including the Preferred Stock Purchase Rights	RUBI	The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of December 31, 2025, 385,501 shares of common stock, par value $0.01 per share, and 100,000 Series D Preferred Shares, par value $0.01 per share, were outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
		Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☒

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒	International Financial Reporting Standards as issued by the International Accounting Standards Board ☐	Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17	☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes	☒ No

TABLE OF CONTENTS
		Page
PART I		3
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	3
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	3
ITEM 3.	KEY INFORMATION	3
ITEM 4.	INFORMATION ON THE COMPANY	34
ITEM 4A.	UNRESOLVED STAFF COMMENTS	52
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	52
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	63
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	66
ITEM 8.	FINANCIAL INFORMATION	68
ITEM 9.	THE OFFER AND LISTING	69
ITEM 10.	ADDITIONAL INFORMATION	69
ITEM 11.	Q UANTITATIVE AND Q UALITATIVE DISCLOSURES ABOUT MARKET RISK	79
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQ UITY SECURITIES	79
PART II		79
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQ UENCIES	79
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	79
ITEM 15.	CONTROLS AND PROCEDURES	79
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	80
ITEM 16B.	CODE OF ETHICS	80
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	80
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	81
ITEM 16E.	PURCHASES OF EQ UITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	81
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	81
ITEM 16G.	CORPORATE GOVERNANCE	81
ITEM 16H.	MINE SAFETY DISCLOSURE	81
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	81
ITEM 16J.	INSIDER TRADING POLICIES	82
ITEM 16K.	CYBERSECURITY	82
PART III		83
ITEM 17.	FINANCIAL STATEMENTS	83
ITEM 18.	FINANCIAL STATEMENTS	83
ITEM 19.	EXHIBITS	83

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F (the “Annual Report”) and any other written or oral statements made by us or on our behalf may include forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect our current views with respect to future events and financial performance. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are statements other than statements of historical facts. When used in this Annual Report, statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “anticipate,” “believe,” “expect,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “continue,” “possible,” “likely,” “may,” “should,” and similar words, phrases or expressions identify forward-looking statements, and the negatives of those words, phrases, or expressions, or statements that events, conditions, or results “can,” “will,” “may,” “must,” “would,” “could,” or “should” occur or be achieved and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, costs, regulations, events, or trends identify forward-looking statements. The absence of these words does not mean that a statement is not forward-looking. Without limiting the generality of the foregoing, all statements in this Annual Report concerning or relating to estimated and projected earnings, margins, costs, expenses, expenditures, cash flows, growth rates, future financial results and liquidity are forward-looking statements. In addition, we, through our senior management, from time to time may make forward-looking public statements concerning our expected future operations and performance and other developments.

The forward-looking statements in this Annual Report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant risks, uncertainties and contingencies that are described more fully in “Item 3. Key Information—D. Risk Factors”, are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these assumptions and matters discussed elsewhere herein and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the following:

•	our ability to maintain or develop new and existing customer relationships with major crude oil companies and major commodity traders, including our ability to enter into long-term charters for our vessels and those we may acquire in<br> the future;
•	our future operating and financial results;
---	---
•	our future vessel acquisitions, our business strategy and expected and unexpected capital spending or operating expenses, including any dry-docking, crewing, bunker costs and insurance costs;
---	---
•	our financial condition and liquidity, including our ability to pay amounts that we owe and to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities;
---	---
•	oil tanker industry trends, including fluctuations in charter rates and vessel values and factors affecting vessel supply and demand;
---	---
•	our dependence on our fleet manager to operate our business;
---	---
•	the aging of our vessels, and those we may acquire in the future, and resultant increases in operation and dry-docking costs;
---	---
•	the ability of our vessels, and any vessels we may acquire in the future, to pass classification inspections and vetting inspections by oil majors;
---	---
•	significant changes in vessel performance, including increased vessel breakdowns;
---	---
•	the creditworthiness of our charterers and the ability of our contract counterparties to fulfill their obligations to us;
---	---
•	our ability to repay outstanding indebtedness, to obtain additional financing and to obtain replacement charters for our vessels, and any vessels we may acquire in the future, in each case, at commercially acceptable rates or at all;
---	---
•	changes to governmental rules and regulations or actions taken by regulatory authorities and the expected costs thereof;
---	---
•	our ability to maintain the listing of our common shares on The Nasdaq Stock Market LLC, or (“Nasdaq”), or another trading market;
---	---
•	our ability to comply with additional costs and risks related to our environmental, social and governance policies;
---	---
•	potential liability from litigation and potential costs due to our vessel operations, and the operation of any vessels we may acquire in the future, including due to any purported discharge of pollutants, environmental damage and<br> vessel collisions;
---	---
•	potential liability from litigation and our vessel operations, including purported discharge of pollutants;
---	---
•	changes in general economic and business conditions;
---	---
•	general domestic and international political conditions, potential disruption of shipping routes due to accidents, political events, including “trade wars,” piracy, acts by terrorists or other hostilities or conflicts, including the<br> war in Ukraine, the war between Israel and Hamas, tensions between the United States and Iran and between Israel and Iran, the Houthi crisis in and around the Red Sea, current instability in Venezuela and Iran and potential tensions<br> between the U.S. and Greenland, Denmark or Venezuela;
---	---
•	changes in production of or demand for oil, either globally or in particular regions;
---	---
•	the strength of world economies and currencies, including fluctuations in charterhire rates and vessel values;
---	---
•	the length and severity of public health threats, epidemics and pandemics and other disease outbreaks and their impact on the demand for commercial seaborne transportation and the condition of the financial markets and governmental<br> responses thereto; and
---	---
•	other important factors discussed in “Item 3. Key Information—D. Risk Factors” or described from time to time in the reports filed by us with the U.S. Securities and Exchange Commission (the “SEC”).
---	---

Should one or more of the foregoing risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements in this Annual Report are qualified in their entirety by the cautionary statements contained in this Annual Report.

Any forward-looking statements contained herein are made only as of the date of this Annual Report, and except to the extent required by applicable law or regulation we undertake no obligation to publicly update or revise any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

PART I

Unless the context otherwise requires, as used in this Annual Report, the terms “Company,” “we,” “us,” and “our” refer to Rubico Inc. and any or all of its subsidiaries, and Rubico refers only to Rubico Inc. and not to its subsidiaries. References in this Annual Report to the “Former Parent” refer to Top Ships Inc. References to our “Fleet Manager” or “CSI” are to Central Shipping Inc, a related party of our Former Parent and us, which performs the day-to-day management of our fleet. We were incorporated by the Former Parent under the laws of the Republic of the Marshall Islands on August 11, 2022 to serve as the holding company for two of its vessel-owning subsidiaries, Athenean Empire Inc. and Roman Empire Inc. that were contributed to us by the Former Parent in connection with the distribution of our issued and outstanding Common Shares (including the related preferred stock purchase rights), to the Former Parent’s shareholders and warrant holders (the “Spin-Off”). We commenced operations upon consummation of the Spin-Off on August 1, 2025. “Athenean” or “Athenean Rubico Predecessor” refer to Athenean Empire Inc., “Roman Rubico Predecessor” or “Roman” refer to Roman Empire Inc. and “Rubico Predecessor” refers to both Athenean and Roman, in each case prior to their contribution by the Former Parent to us. For the period from January 1, 2023 up to August 1, 2025, the accompanying financial statements reflect the financial position and results of the carve-out operations of the Rubico Predecessor. For the period from August 1, 2025 up to December 31, 2025 the accompanying financial statements reflect the financial position and results of Rubico Inc. and of its consolidated subsidiaries.

References in this Annual Report to our Common Shares and per share amounts, including the number of common shares issuable upon exercise of warrants and the

        exercise price per common share, are adjusted to reflect the consolidation of our common shares through the one-for-thirty reverse stock split of our issued and outstanding common shares that became effective on December 2, 2025 and the
        consolidation of our common shares through the one-for- seven-and-eight-tenths reverse stock split of our issued and outstanding common shares that became effective on February 12, 2026.

We use the term “fleet” in describing our tanker vessels to the exclusion of any yachts that may be owned by us or purchased by us in the future.

We use the term deadweight tons, or “dwt,” in describing the size of vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Unless otherwise indicated, all references to “U.S. dollars,” “dollars,” “U.S. $” and “$” in this Annual Report are to the lawful currency of the United States of America.

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.	KEY INFORMATION
A.	[Reserved]
---	---
B.	Capitalization and Indebtedness
---	---

Not applicable.

C.	Reasons for the Offer and Use of Proceeds

Not applicable.

D.	Risk Factors

Some of the following risks relate principally to the industry in which we operate, and others relate to our business in general or our common stock. The occurrence of any of these risks could materially and adversely affect our business, financial condition, or operating results and the trading price of our shares of our common stock, par value $0.01 per share (our “Common Shares”).

Summary of Risk Factors

Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings “Risks Relating to Our Industry,” “Risks Relating to Our Company”, “Risks Relating to our Relationship with our Fleet Manager and its Affiliates” and “Risks Relating to Our Common Shares” should be carefully considered, together with other information in this Annual Report, before making an investment decision regarding our common stock.

Risks Relating to Our Industry

•	The international tanker industry has historically been both cyclical and volatile.
•	The current state of the world financial market and current economic conditions could have a material adverse impact on our results of operations, financial condition and cash flows.
---	---
•	Our financial results may be adversely affected by the outbreak of epidemic and pandemic diseases, and the related governmental responses thereto.
---	---
•	Volatility of SOFR could affect our profitability, earnings and cash flows.
---	---
•	We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business.
---	---
•	We are subject to international safety regulations and requirements imposed by classification societies and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage<br> and may result in a denial of access to, or detention in, certain ports.
---	---
•	Climate change and greenhouse gas (“GHG”) restrictions may adversely impact our operations and markets.
---	---
•	Increasing growth of electric vehicles could lead to a decrease in trading and the movement of crude oil worldwide.
---	---
•	Our vessels, or vessels we may acquire, may suffer damage due to the inherent operational risks of the tanker industry and we may experience unexpected dry-docking costs, which may adversely affect our business and financial condition.
---	---
•	The market value of our vessels, and those we may acquire in the future, may fluctuate significantly, which could cause us to incur losses if we decide to sell them following a decline in their market values or we may be required to<br> write down their carrying value, which will adversely affect our earnings.
---	---
•	An over-supply of tanker capacity may lead to reductions in charter hire rates and profitability.
---	---
•	If our vessels, or vessels we may acquire, call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government or other governmental authorities, it could lead to monetary<br> fines or adversely affect our business, reputation and the market for our Common Shares.
---	---
•	Recent actions by the U.S. and China imposing new port fees could have a material adverse effect on our operations and financial results.
---	---
•	Political instability, terrorist or other attacks, war, international hostilities and public health threats can affect the tanker industry, which may adversely affect our business.
---	---
•	Acts of piracy on ocean-going vessels could adversely affect our business.
---	---
•	Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.
---	---
•	We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become<br> unavailable for any significant period of time, our business could be harmed.
---	---

Risks Relating to Our Company

•	Our financing arrangements contain restrictive covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of<br> operations.
•	Servicing current and future debt will limit funds available for other purposes and could impair our ability to react to changes in our business.
---	---
•	Our Former Parent and certain of our Former Parent’s executive officers have been subject to litigation in the past and we may be subject to similar or other litigation in the future.
---	---
•	Our current operating fleet consists of two Suezmax tanker vessels. Any limitation in the availability or operation of these vessels could have a material adverse effect on our business, results of operations and financial condition.
---	---
•	We expect to be dependent on a limited number of customers for a large part of our revenues, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations<br> and cash flows.
---	---
•	If we fail to manage our planned growth properly, we may not be able to successfully expand our market share.
---	---
•	Our flexible acquisition strategy entails certain risks and uncertainties associated with our opportunistic entry into ownership of a new class of vessels, and we cannot assure you that we will complete any such acquisition or manage<br> such risks successfully.
---	---
•	New lines of business may subject us to additional risks.
---	---
•	The anticipated delivery of a megayacht entails certain risks and uncertainties associated with our entry into ownership of a new class of vessels, and we cannot assure you that we will complete the delivery of the vessel or manage<br> such risks successfully.
---	---
•	A limited number of financial institutions hold our cash and their failure may adversely affect our business, results of operations and financial condition.
---	---
•	Delays or defaults by the shipyards in the construction of the Newbuilding MR Tanker or Newbuilding Yacht and any future newbuildings could increase our expenses and diminish our net income and cash flows.
---	---

•	Our ability to obtain additional debt financing may be dependent on our ability to charter our vessels, or vessels we may acquire, the performance of our charters and the creditworthiness of our charterers.
•	The industry for the operation of tanker vessels and the transportation of oil is highly competitive and we may not be able to compete for charters with new entrants or established companies with greater resources.
---	---
•	We may be unable to attract and retain key management personnel and other employees in the international tanker shipping industry, which may negatively impact the effectiveness of our management and our results of operations.
---	---
•	If labor interruptions are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.
---	---
•	A drop in spot charter rates may provide an incentive for some charterers to default on their charters, which could affect our cash flow and financial condition.
---	---
•	An increase in operating costs could decrease earnings and available cash.
---	---
•	Rising fuel prices may adversely affect our profits.
---	---
•	Inflation could adversely affect our operating results and financial condition.
---	---
•	The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.
---	---
•	Unless we set aside reserves or are able to borrow funds for vessel replacement, our revenue will decline at the end of a vessel’s useful life, which would adversely affect our business, results of operations and financial condition.
---	---
•	Purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.
---	---
•	We may not have adequate insurance to compensate us if we lose any vessels that we acquire.
---	---
•	We may be subject to increased premium payments, or calls, as we obtain some of our insurance through protection and indemnity associations.
---	---
•	Increasing regulation as well as scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or<br> expose us to additional risks.
---	---
•	A shift in consumer demand from crude oil towards other energy sources or changes to trade patterns for crude oil and refined petroleum products may have a material adverse effect on our business.
---	---
•	Technological innovation and quality and efficiency requirements from our customers could reduce our charter hire income and the value of our vessels, or vessels we may acquire.
---	---
•	Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), could result in fines, criminal penalties, and an adverse effect on our business.
---	---
•	The smuggling of drugs or other contraband onto our vessels, or vessels we may acquire may lead to governmental claims against us.
---	---
•	Maritime claimants could arrest our vessels, or vessels we may acquire, which could interrupt our cash flow.
---	---
•	Governments could requisition our vessels, or vessels we acquire, during a period of war or emergency, resulting in loss of earnings.
---	---
•	U.S. federal tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders.
---	---
•	We may be subject to U.S. federal income tax on our U.S. source income, which would reduce our earnings.
---	---
•	Changing laws and evolving reporting requirements could have an adverse effect on our business.
---	---
•	We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as a publicly traded company, and we may experience increased costs after the Spin-Off.
---	---
•	We have limited operating history as a publicly traded company, and our historical financial information is not necessarily representative of the results we would have achieved as a publicly traded company and may not be a reliable<br> indicator of our future results.
---	---
•	We may not be able to access the credit and capital markets at the times and in the amounts needed on acceptable terms.
---	---

Risks Relating to our Relationship with our Fleet Manager and its Affiliates

•	We are dependent on our Fleet Manager, a related party, to perform the day-to-day management of our fleet.
•	Our Fleet Manager is a privately held company and there may be limited or no publicly available information about it.
---	---
•	Our Fleet Manager may have conflicts of interest between us and its other clients.
---	---

Risks Relating to Our Common Shares

•	There is no guarantee of a continuing public market to resell our Common Shares.
•	We have in the past and may in the future rely in part on equity issuances, which will not require shareholder approval, to fund our growth, and such equity issuances could dilute your ownership interests and may depress the market<br> price of our Common Shares.
---	---
•	The market price of our Common Shares has been and may in the future be subject to significant fluctuations.
---	---
•	We have experienced and may in the future experience rapid and substantial share price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective<br> investors to assess the rapidly changing value of our Common Shares.
---	---
•	A possible “short squeeze” due to a sudden increase in demand of our Common Shares that largely exceeds supply may lead to further price volatility in our Common Shares.
---	---
•	As a newly incorporated company, we may not have the surplus or net profits required by law to pay dividends. The declaration and payment of dividends will always be subject to the discretion of our board of directors (the “Board of<br> Directors”) and will depend on a number of factors. Our Board of Directors may not declare dividends in the future.
---	---

•	Since our formation on August 1^st^, 2025, our controlling shareholder, through the ownership of 100% of our Series D Preferred Shares, may control the<br> outcome of matters on which our shareholders are entitled to vote.
•	We are a “foreign private issuer,” which could make our Common Shares less attractive to some investors or otherwise harm our stock price.
---	---
•	We are a “controlled company” under Nasdaq corporate governance rules and we therefore are exempt from certain corporate governance requirements that could adversely affect our public shareholders.
---	---
•	Issuance of preferred shares, such as our Series D Preferred Shares, our Series E Preferred Shares, our Series G Preferred Shares and our Series A Participating Preferred Stock, may adversely affect the voting power of our common<br> shareholders have a dilutive effect on them and have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our Common Shares.
---	---
•	We cannot predict the impact our multi-class capital structure may have on the market price or liquidity of our Common Shares.
---	---
•	Anti-takeover provisions in our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws could make it difficult for our shareholders to replace or remove our current Board of Directors or could have the effect of<br> discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our Common Shares.
---	---
•	We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Common Shares less attractive to investors.
---	---
•	We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, and as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a<br> typical jurisdiction in the United States.
---	---
•	As a Marshall Islands corporation with principal executive offices in Greece and subsidiaries in the Marshall Islands, our operations may be subject to economic substance requirements.
---	---
•	It may not be possible for investors to serve process on or enforce U.S. judgments against us.
---	---
•	Our Amended and Restated Articles of Incorporation include forum selection provisions for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes<br> with us or our directors, officers or employees.
---	---
•	We may not achieve the intended benefits of having forum selection provisions if they are found to be unenforceable.
---	---
•	We may fail to meet the continued listing requirements of Nasdaq, which could cause our Common Shares to be delisted.
---	---

Risks Relating to Our Industry

The international tanker industry has historically been both cyclical and volatile.

The international tanker industry in which we operate is cyclical, with attendant volatility in charter hire rates, vessel values and industry profitability. For tanker vessels, the degree of charter rate volatility has varied widely. The Baltic Dirty Tanker Index (the “BDTI”), a U.S. dollar daily average of charter rates issued by the Baltic Exchange that takes into account input from brokers around the world regarding crude oil fixtures for various routes and oil tanker vessel sizes, has been volatile. In 2025, the BDTI reached a high of 1,468 and a low of 799. Although the BDTI was 2,586 as of March 13, 2026, there can be no assurance that the tanker charter market will continue to increase, and the market could again decline. Recent heightened volatility in charter prices has resulted primarily from the war between Russia and Ukraine and sanctions on Russian exports of crude oil and petroleum products, and the current instability in Venezuela and Iran, and there is great uncertainty about the future impact of those events. Additionally, the war between Israel and Hamas, conflicts between Israel and Iran and between the United States and Iran have resulted in increased tensions in the Middle East region, including missile attacks by the Houthis on vessels in the Red Sea and Gulf of Aden. Political, economic, and social instability in Venezuela and the resultant sanctions or other measures imposed in response, including the on-going U.S. campaign of seizing Venezuela-linked oil tankers and potential further U.S. military and political intervention, may disrupt the global tanker industry. Such circumstances have had and could in the future result in adverse consequences for the tanker industry. In general, volatility in charter rates depends, among other factors, on (i) supply and demand for tankers, (ii) the demand for crude oil and petroleum products, (iii) the inventories of crude oil and petroleum products in the United States and in other industrialized nations, (iv) oil refining volumes, (v) oil prices, and (vi) any restrictions on crude oil production imposed by the Organization of the Petroleum Exporting Countries (“OPEC”), and non-OPEC oil producing countries.

Currently, both of our vessels are employed on time charters. However, changes in spot rates and time charter rates can affect the revenues we receive from operations in the event our charterers default or seek to renegotiate the charter hire, as well as the value of our vessels, or vessels we acquire, even if our vessels are employed under long-term time charters. Our ability to re-charter our vessels, or vessels we acquire on the expiration or termination of their time or bareboat charters and the charter rates payable under any renewal or replacement charters will depend upon, among other things, economic conditions in the tanker markets and several other factors outside of our control and we cannot guarantee that any renewal or replacement charters we enter into will be sufficient to allow us to operate our vessels profitably. If we are not able to obtain new contracts in direct continuation with existing charters or for newly acquired vessels, or if new contracts are entered into at charter rates substantially below the existing charter rates or on terms otherwise less favorable compared to existing contracts terms, our revenues and profitability could be adversely affected and we may not be able to comply with the financial covenants in our financing arrangements. A decline in charter hire rates will also likely cause the value of our vessels, or vessels we acquire to decline which could lead us to record impairment adjustments to the carrying values of our fleet.

Fluctuations in charter rates and vessel values result from changes in the supply and demand for vessels and changes in the supply and demand for oil. Factors affecting the supply and demand for our vessels, or vessels we acquire are outside of our control and are unpredictable. The nature, timing, direction and degree of changes in the tanker industry conditions are also unpredictable.

Factors that influence demand for tanker vessel capacity include:

•	supply and demand for oil carried;
•	changes in oil production;
---	---
•	oil prices;
---	---
•	the distance oil is to be moved by sea;
---	---
•	any restrictions on crude oil production imposed by OPEC and non-OPEC oil producing countries;
---	---
•	global and regional economic and political conditions, including “trade wars” and developments in international trade, national oil reserves policies, fluctuations in industrial and agricultural production, armed conflicts and work<br> stoppages;
---	---
•	increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil<br> pipelines in those markets;
---	---
•	increases in the production of oil in Venezuela and other oil producing countries or areas;
---	---
•	worldwide and regional availability of refining capacity and inventories;
---	---
•	environmental and other legal and regulatory developments;
---	---
•	economic slowdowns caused by public health events or inflationary pressures and resultant governmental responses;
---	---
•	currency exchange rates;
---	---
•	weather, natural disasters and other acts of God;
---	---
•	increased use of renewable and alternative sources of energy;
---	---
•	competition from alternative sources of energy, other shipping companies and other modes of transportation; and
---	---
•	international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars or other conflicts, including the wars between Russia and Ukraine and between Israel and Hamas; tensions between Israel and Iran and<br> between the United States and Iran; the Houthi crisis in and around the Red Sea, on-going political, economic, and social instability in Venezuela and Iran and potential tensions between the U.S. and Greenland, Denmark or Venezuela.
---	---

The factors that influence the supply of tanker capacity include:

•	the number of newbuilding deliveries;
•	current and expected newbuilding orders for vessels;
---	---
•	the scrapping rate of older vessels;
---	---
•	the availability of financing for new or secondhand tankers;
---	---
•	the price of steel;
---	---
•	speed of vessel operation;
---	---
•	vessel freight rates, which are affected by factors that may affect the rate of newbuilding, swapping and laying up of vessels;
---	---
•	the price of steel and vessel equipment;
---	---
•	technological advances in the design, capacity propulsion technology, and fuel consumption efficiency of vessels;
---	---
•	potential conversion of vessels for alternative use;
---	---
•	changes in environmental and other regulations that may limit the useful lives of vessels;
---	---
•	port or canal congestion;
---	---
•	national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage;
---	---
•	environmental concerns and regulations, including ballast water management, low sulfur fuel consumption regulations, and reductions in CO2 emissions;
---	---
•	the number of vessels that are out of service at a given time, namely those that are laid-up, drydocked, awaiting repairs or otherwise not available for hire, including those that are in dry-dock for the purpose of installing exhaust<br> gas cleaning systems, known as scrubbers; and
---	---
•	changes in global petroleum production.
---	---

The factors affecting the supply and demand for tankers have been volatile and are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable. Market conditions have been volatile in recent years and continued volatility may reduce demand for transportation of oil over longer distances and increase the supply of tankers, which may have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends and existing contractual obligations.

The current state of the world financial market and current economic conditions could have a material adverse impact on our results of operations, financial condition and cash flows.

Various macroeconomic factors, including rising inflation, higher interest rates, global supply chain constraints and the effects of overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets, could adversely affect our results of operations, financial condition and ability to pay dividends. Inflation and rising interest rates may negatively impact us by increasing our operating costs and our cost of borrowing. Interest rates, the liquidity of the credit markets and the volatility of the capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all. Adverse economic conditions also affect demand for goods and oil. Reduced demand for these or other products could result in significant decreases in rates we obtain for chartering our vessels. In addition, the cost for crew members, oils and bunkers and other supplies may increase. Furthermore, we may experience losses on our holdings of cash and investments due to failures of financial institutions and other parties. Difficult economic conditions may also result in a higher rate of losses on our accounts receivable due to credit defaults. As a result, downturns in the worldwide economy could have a material adverse effect on our business, results of operations, financial condition, and ability to pay dividends.

The world economy continues to face a number of challenges, including the wars between Ukraine and Russia, and Israel and Hamas; political, economic, and social instability in Venezuela and the U.S. responses thereto—including vessel seizures and military and political intervention; tensions between the United States and Iran, and Israel and Iran and tensions in and around the Red Sea and Russia North Atlantic Treaty Organization (“NATO”) country tensions; China and Taiwan disputes; United States and China trade relations; instability between Iran and the West; hostilities between the United States and North Korea, Venezuela, Greenland and Denmark; political unrest and conflict in the Middle East, the South China Sea region and other geographic countries and areas; terrorist or other attacks (including threats thereof) around the world; war (or threatened war) or international hostilities; epidemics or pandemics; and banking crises or failures. See also “—Our financial results may be adversely affected by the outbreak of epidemic and pandemic diseases, and the related governmental responses thereto.” In addition, the continuing war in Ukraine, the length and breadth of which remains highly unpredictable, has led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia. Furthermore, it is difficult to predict the intensity and duration of the war between Israel and Hamas or the Houthi rebel attacks on shipping in and around the Red Sea and their impact on the world economy is uncertain. Under a May 2025 agreement, the Houthi militant group declared that it would stop targeting most commercial ships crossing the Red Sea, although in July 2025 the Houthis pledged to target ships belonging to any company that conducts business with Israeli ports, and in September 2025 used a cruise missile and two drones to target a container ship. On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas, which if sustained, could reduce regional instability in the Eastern Mediterranean. However, whether the ceasefire will be sustained or will result in a lasting de-escalation of tensions in the region is unknown. Further, in response to the United States’s and Israel’s strikes against Iran, its Islamic Revolutionary Guard Corps has warned vessels to avoid the Strait of Hormuz and attacked a number of vessels crossing the passage. This interference has effectively closed the strait and significantly disrupted global shipping and energy markets. Such events may have unpredictable consequences and contribute to instability in the global economy or cause a decrease in worldwide demand for certain goods and thus, shipping.

In Europe, concerns regarding the possibility of sovereign debt defaults by European Union (“EU”), member countries, although generally alleviated, have in the past disrupted financial markets throughout the world, and may lead to weaker consumer demand in the European Union, the U.S. and other parts of the world. The withdrawal of the UK from the European Union (“Brexit”), further increases the risk of additional trade protectionism. Brexit, or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business, operating results, cash flows and financial condition.

In addition, the recent economic slowdown in the Asia Pacific region, particularly in China, may exacerbate the effect of the weak economic trends in the rest of the world. Before the global economic financial crisis that began in 2008, China had one of the world’s fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand. China’s GDP growth rate for the year ended December 31, 2022, was approximately 3.0%, one of its lowest rates in 50 years, thought to be mainly caused by the country’s zero-COVID policy and strict lockdowns. China claims that its GDP growth rate for each of the years ended December 31, 2024 and 2025 was approximately 5.0%. Although the Chinese government has implemented economic stimulus measures, it is possible that China and other countries in the Asia Pacific region will continue to experience volatile, slowed or even negative economic growth in the near future. Changes in the economic conditions of China, and changes in laws or policies adopted by its government or the implementation of these laws and policies by local authorities, including with regards to tax matters and environmental concerns (such as achieving carbon neutrality), could affect vessels that are either chartered to Chinese customers or that call to Chinese ports, vessels that undergo drydocking at Chinese shipyards and Chinese financial institutions that are generally active in ship financing, and could have a material adverse effect on our business, operating results, cash flows and financial condition.

Furthermore, governments have and may continue to turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing shipping demand. In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits. Many of these reciprocal tariffs went into effect in August 2025. Some of these tariffs, including the 10% baseline tariff, were imposed under the International Emergency Economic Powers Act (the “IEEPA”). In February 2026, the Supreme Court of the United States struck down the tariffs imposed under the IEEPA. Although the IEEPA tariffs were ruled illegal, tariffs imposed through other measures still remain in effect. Further, President Trump, using the Trade Act of 1974, has implemented a temporary, 150-day, 10% tariff on all imports. The tariff imposed under the Trade Act of 1974 is set to expire on July 24, 2026, and the Trump administration may increase the tariff to 15%. The scope and durability of current and future tariff measures are uncertain. Increased tariffs by the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.

Protectionist developments, or the perception that they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade.

Moreover, increasing trade protectionism may cause an increase in (i) the cost of goods exported from regions globally, particularly from the Asia-Pacific region, (ii) the length of time required to transport goods and (iii) the risks associated with exporting goods. Such increases may further reduce the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to employ our vessels. This could have a material adverse effect on our business, operating results, cash flows and financial condition. See also “—Recent actions by the U.S. and China imposing new port fees could have a material adverse effect on our operations and financial results.”

Credit markets in the United States and Europe have in the past experienced significant contraction, deleveraging and reduced liquidity, and there is a risk that the U.S. federal government and state governments and European authorities may continue to implement a broad variety of governmental action and/or introduce new financial market regulations. Global financial markets and economic conditions have been, and continue to be, volatile and we face risks associated with the trends in the global economy, such as changes in interest rates, instability in the banking and securities markets around the world, the risk of sovereign defaults, and reduced levels of growth, among other factors. Major market disruptions and the current adverse changes in market conditions and regulatory climate worldwide may adversely affect our business, results or operations or impair our ability to borrow under any future financial arrangements we may enter into contemplating borrowing from the public and/or private equity and debt markets. Many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced (or in some cases ceased to provide) funding to borrowers and other market participants, including equity and debt investors and, in some cases, have been unwilling to provide financing on attractive terms or even at all. Due to these factors, we cannot be certain that financing will be available if needed and to the extent required, on acceptable terms or at all. In the absence of available financing or financing in favorable terms, we may be unable to complete vessel acquisitions, take advantage of business opportunities or respond to competitive pressures.

Our financial results may be adversely affected by the outbreak of epidemic and pandemic diseases, and the related governmental responses thereto.

Global public health threats, such as outbreaks of highly communicable diseases or viruses, outbreaks which have from time to time occurred in various parts of the world in which we operate, including China, could disrupt global financial markets and economic conditions and adversely impact our operations, the timing of completion of newbuilding projects, as well as the operations of our customers.

For example, the outbreak of COVID-19 caused severe global disruptions, with governments in affected countries imposing travel bans, quarantines and other emergency public health measures. Although the incidence and severity of COVID-19 and its variants have diminished over time, similar restrictions and future prevention and mitigation measures against outbreaks of epidemic and pandemic diseases are likely to have an adverse impact on global economic conditions, which could materially and adversely affect our future operations. As a result of such measures, our vessels may not be able to call on, or disembark from ports located in regions affected by the outbreak. In addition, we may experience severe operational disruptions and delays, unavailability of normal port infrastructure and services including limited access to equipment, critical goods and personnel, disruptions to crew changes, quarantine of ships and/or crew, counterparty solidity, closure of ports and custom offices, as well as disruptions in the supply chain and industrial production, which may lead to reduced cargo demand, among other potential consequences attendant to epidemic and pandemic diseases.

The extent to which our business, operating results, cash flows, financial condition, financings, value of our vessels or vessels we may acquire and ability to pay dividends may be negatively affected by future pandemics, epidemics or other outbreaks of infectious diseases is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) shortages or reductions in the supply of essential goods, services or labor; and (v) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit. We cannot predict the effect that a future infectious disease outbreak, pandemic or epidemic may have on our business, operating results, cash flows and financial condition, which could be material and adverse.

Volatility of SOFR could affect our profitability, earnings and cash flows.

While our financing agreements previously used London Interbank Offered Rate (“LIBOR”), including during the fiscal year ended December 31, 2023, in 2023 we amended our financing agreements to transition from LIBOR to the Secured Overnight Financing Rate (“SOFR”), in line with current market practice. Therefore, in 2024 and 2025 all our financing agreements are based on SOFR.

An increase in SOFR, including as a result of interest rate increases that could be effected by the United States Federal Reserve in response to rising inflation, would affect the amount of interest payable under our existing financing agreements, which, in turn, could have an adverse effect on our profitability, earnings, cash flow and ability to pay dividends. Furthermore, as a secured rate backed by government securities, SOFR may be less likely to correlate with the funding costs of financial institutions. As a result, parties may seek to adjust spreads relative to SOFR in underlying contractual arrangements. Therefore, the use of SOFR-based rates may result in interest rates and/or payments that are higher or lower than the rates and payments that were expected when interest was based on LIBOR. If SOFR performs differently than expected or if our lenders insist on a different reference rate to replace SOFR, that could increase our borrowing costs (and administrative costs to reflect the transaction), which would have an adverse effect on our profitability, earnings and cash flows. Alternative reference rates may behave in a similar manner or have other disadvantages or advantages in relation to our future indebtedness and the transition to SOFR or other alternative reference rates in the future could have a material adverse effect on us.

In order to manage any future exposure to interest rate fluctuations, we may from time to time use interest rate derivatives to effectively fix any floating rate debt obligations. However, no assurance can be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position, and have the potential to cause us to breach covenants in our financing agreements that require maintenance of certain financial positions and ratios.

We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business.

Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels will operate or are registered, which can significantly affect the operation of our vessels. These regulations include, but are not limited to the International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended (“MARPOL”), including the designation of Emission Control Areas (“ECAs”), thereunder, the International Convention on Load Lines of 1966, the International Convention on Civil Liability for Oil Pollution Damage of 1969 (the “CLC”), the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”), the International Convention for the Safety of Life at Sea of 1974 (“SOLAS”), the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (the “ISM Code”), the International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”), the U.S. Oil Pollution Act of 1990 (“OPA”), the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the U.S. Clean Water Act, the U.S. Clean Air Act, the U.S. Outer Continental Shelf Lands Act, the U.S. Maritime Transportation Security Act of 2002 (the “MTSA”), and European Union regulations. Compliance with such laws, regulations and standards, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations.

Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were

      negligent or at fault. Under OPA, for example, owners, operators and bareboat charterers are jointly and severally strictly liable for the discharge of oil within the 200-mile exclusive economic zone around the United States. Events such as the
      2010 explosion of the Deepwater Horizon and the subsequent release of oil into the Gulf of Mexico, or other events, may result in further regulation of the shipping industry, and modifications to
      statutory liability schemes, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. An oil spill could result in significant liability, including fines, penalties and criminal
      liability and remediation costs for natural resource damages under other federal, state and local laws, as well as third-party damages. We are required to satisfy insurance and financial responsibility requirements for potential oil \(including
      marine fuel\) spills and other pollution incidents. Although insurance covers certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse
      effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends, if any, in the future.

We are subject to international safety regulations and requirements imposed by classification societies and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

The operation of our vessels is affected by the requirements set forth in the ISM Code. The ISM Code requires ship owners, ship managers and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. We expect that any vessels that we acquire in the future will be ISM Code-certified when delivered to us. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports, including United States and European Union ports.

In addition, the hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the International Convention for Safety of Life at Sea. If a vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable, which will negatively impact our revenues and results from operations.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries and the International Maritime Organization (the “IMO”) have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap-and-trade regimes, carbon taxes, taxonomy of ‘green’ economic activities, increased efficiency standards and incentives or mandates for renewable energy.

In July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships to reduce greenhouse gas (“GHG”) emissions from ships. The initial strategy identifies levels of ambition to reducing greenhouse gas emissions. In April 2025, the IMO net-zero framework was approved by MEPC 83, including the new fuel standard for ships and a global pricing mechanism for emissions. These regulations were approved as amendments and submitted for adoption as legally binding, but in October 2025 the IMO’s Marine Environmental Protection Committee (the “MEPC”) agreed to adjourn the meeting on adoption until October 2026.

Since January 1, 2020, ships must either remove sulfur from emissions or buy fuel with low sulfur content, which may lead to increased costs and supplementary investments for ship owners. The interpretation of “fuel oil used on board” includes use in main engine, auxiliary engines and boilers. Shipowners may comply with this regulation by (i) using 0.5% sulfur fuels on board, which are available around the world but at a higher cost; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquefied natural gas, which may not be a viable option due to the lack of a supply network and high costs involved in this process. While currently all of our vessels have scrubbers installed, costs of compliance with these regulatory changes for any non-scrubber vessels we may acquire may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Additional greenhouse regulations may result in increased implementation and compliance costs and expenses, such as:

•	IMO Data Collection System (DCS): Since 2019, the IMO data collection system (the “IMO DCS”) requires vessels above 5,000 gross tons to report consumption data for fuel oil, hours under way and<br> distance travelled. This IMO DCS covers any maritime activity carried out by ships, including dredging, pipeline laying, and offshore installations. Data is reported annually to the flag state, which is used to calculating a ship’s<br> operational carbon intensity indicator (“CII”).
•	Amendments to MARPOL Annex VI: Beginning in January 2023, Annex VI imposed reporting requirements in connection with the implementation of the Energy Efficiency Existing Ship Index (“EEXI”), and<br> CII framework, which amendments became effective on May 1, 2024. Beginning in January 2023, Annex VI requires EEXI and CII certification. The first annual reporting was to be completed in 2023, with initial ratings given in 2024.
---	---
•	Net zero greenhouse emissions in the EU by 2050: In 2021, the EU adopted a European Climate Law (Regulation (EU) 2021/1119), establishing the aim of reaching net zero greenhouse gas emissions in<br> the EU by 2050, with an intermediate target of reducing greenhouse gas emissions by at least 55% by 2030, compared to 1990 levels. In July 2021, the European Commission launched “Fit for 55” to support the climate policy agenda. Since<br> January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information.
---	---

In addition, although the emissions of greenhouse gases from international shipping are not currently subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and required adopting countries to implement national programs to reduce emissions of certain gases, or the Paris Agreement (discussed further below), a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating to climate change affects the propulsion options in subsequent vessel designs and could increase our costs related to acquiring new vessels and operating and maintaining our existing tanker vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

Furthermore, on January 1, 2024 the EU Emissions Trading Scheme (the “ETS”), for ships sailing into and out of EU ports came into effect, and the Fuel EU Maritime Regulation 2023/1805 (“FuelEU”) came into effect on January 1, 2025. The ETS is being rolled out gradually: 40% of allowances had to be surrendered in 2025 for the year 2024; 70% of allowances will have to be surrendered in 2026 for the year 2025 and 100% of allowances will have to be surrendered in 2027 for the year 2026. The compliance deadline is September 30^th^ each year. Compliance is on a companywide (rather than per ship) basis and “shipping company” is defined widely to capture both the ship owner and any contractually appointed commercial operator/ship manager/bareboat charterer who assumes all duties and responsibilities for the ship under the ISM Code, as well as the responsibility for full compliance under the ETS and the ISM Code. If the latter contractual arrangement is entered into, this needs to be reflected in a certified mandate signed by both parties and presented to the administrator of the scheme. The cap under the ETS captures 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU). Furthermore, the EU Emissions Trading Directive 2023/959/EC makes clear that all maritime allowances must be auctioned and there is no free allocation. 78.4 million emissions allowances were allocated specifically to maritime. In order to continue to manage the administrative aspects of EU ETS compliance, we have made significant investments in new systems, including personnel, data management, cost recovery mechanisms and revised service agreement terms and transparent emissions reporting procedures. However, the costs of future compliance and of our future EU emissions and costs to purchase an allowance for emissions (if we must purchase in order to comply) are unknown and difficult to predict, and are based on a number of factors, including the size of our fleet, our trips within and to and from the EU, and the prevailing cost of allowances.

Additionally, on July 25, 2023, the European Council of the European Union adopted FuelEU under the FuelEU Initiative of its “Fit for 55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels. Among other things, FuelEU requires that, from January 1, 2025, the greenhouse gas intensity of fuel used by covered vessels is reduced by 2%, with additional reductions contemplated every five years (up to 80% by 2050). Shipping companies may enter into pooling mechanisms with other shipping companies in order to achieve compliance, bank surplus emissions and borrow compliance balances from future years. By June 30, 2026, a FuelEU Document of Compliance (a “DOC”) is required to be kept on board a vessel to show compliance. Both the ETS and FuelEU schemes have significant impacts on the management of vessels calling to EU ports, by increasing the complexity and monitoring of, and the costs associated with the operation of vessels and by affecting the relationships with our time charterers.

Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. In addition, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels, scarcity of water resources, may negatively impact our operations. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.

Increasing growth of electric vehicles could lead to a decrease in trading and the movement of crude oil worldwide.

The International Energy Agency (the “IEA”) noted in its Global EV Outlook 2025 that a total of 25% of all new cars sold are expected to be electric in 2025, up from 18% in 2024. Electric car sales in 2024 were over 117 million worldwide, up from 13.5 million in 2023. Under the IEA Stated Policies Scenario (“STEPS”), the global outlook for the share of electric car sales based on existing policies and firm objectives has increased to 50% in 2035. The IEA has stated that oil demand is projected to peak around 2030 before gradually declining. A growth in EVs or a slowdown in imports or exports of crude or petroleum products worldwide may result in decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to make cash distributions.

Our vessels, or vessels we may acquire, may suffer damage due to the inherent operational risks of the tanker industry and we may experience unexpected dry-docking costs, which may adversely affect our business and financial condition.

The operation of an ocean-going vessel carries inherent risks. Our vessels, or vessels we may acquire and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy, epidemic and pandemic diseases, quarantine and other circumstances or events. These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships or delay or re-routing, which may also subject us to litigation. In addition, the operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant environmental damage, and the costs associated with a catastrophic spill could exceed the insurance coverage available to us. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in such tankers.

If our vessels, or vessels we may acquire suffer damage, they may need to be repaired at a dry-docking facility. The costs of dry-dock repairs are unpredictable and may be substantial. We may have to pay dry-docking costs that our insurance does not cover in full. The loss of earnings while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, would decrease our earnings. In addition, space at dry-docking facilities is sometimes limited and not all dry-docking facilities are conveniently located. We may be unable to find space at a suitable dry-docking facility or our vessels, or vessels we may acquire may be forced to travel to a dry-docking facility that is not conveniently located to our vessels’ positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant dry-docking facilities would decrease our earnings.

The market value of our vessels, and those we may acquire in the future, may fluctuate significantly, which could cause us to incur losses if we decide to sell them following a decline in their market values or we may be required to write down their carrying value, which will adversely affect our earnings.

The fair market value of our vessels, or vessels we may acquire, may increase and decrease depending on the following factors:

•	general economic and market conditions affecting the shipping industry;
•	prevailing level of charter rates;
---	---
•	competition from other shipping companies;
---	---
•	types, sizes and ages of vessels;
---	---
•	the availability of other modes of transportation;
---	---
•	supply and demand for vessels;
---	---
•	shipyard capacity and slot availability;
---	---
•	cost of newbuildings;
---	---
•	price of steel;
---	---
•	exchange rate levels;
---	---
•	number of tankers scrapped;
---	---
•	governmental or other regulations; and
---	---
•	technological advances and the development, availability and cost of nuclear power, natural gas, coal, renewable energy and other alternative sources of energy.
---	---

If we sell any of our vessels or any vessel we may acquire at a time when vessel prices have fallen, the sale price may be less than the vessel’s carrying amount in our financial statements, in which case we will realize a loss. Vessel prices can fluctuate significantly, and in the case where the market value falls below the carrying amount, we will evaluate the vessel for a potential impairment adjustment. If the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the vessel is less than its carrying amount, we may be required to write down the carrying amount of the vessel to its fair value in our financial statements and incur a loss and a reduction in earnings.

An over-supply of tanker capacity may lead to reductions in charter hire rates and profitability.

The market supply of tankers is affected by a number of factors such as demand for energy resources, crude oil, petroleum products and chemicals, as well as strong overall economic growth of the world economy. If the capacity of new tankers delivered exceeds the capacity of such tankers being scrapped and lost, vessel capacity will increase, which could lead to reductions in asset prices and charter rates. The impact of the sanctions on Russian exports of crude oil and petroleum products is uncertain and has generated increased volatility in the supply of tankers available for worldwide trade. As of March 13 , 2026, newbuilding orders have been placed for an aggregate of approximately 19.8% of the existing global tanker fleet, with the bulk of deliveries expected during 2027.

An over-supply of oil tankers would increase the oil tanker charter hire rate volatility and we may not be able to find profitable charters for our vessels, or vessels we may acquire, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

If our vessels, or vessels we may acquire, call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government or other governmental authorities, it could lead to monetary fines or adversely affect our business, reputation and the market for our Common Shares.

Our business could be adversely impacted if we are found to have violated economic sanctions under the applicable laws of the European Union, the United States or another applicable jurisdiction against countries such as Iran, North Korea, and Cuba. U.S. economic sanctions, for example, prohibit a wide scope of conduct, target numerous countries and individuals and are frequently updated or changed.

Many economic sanctions relate to our business, including prohibitions on certain kinds of trade with countries, such as exportation or re-exportation of commodities, or prohibitions against certain transactions with designated nationals who may be operating under aliases or through non-designated companies.

Additionally, the U.S. Iran Threat Reduction Act amended the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), to require issuers that file annual or quarterly reports under Section 13(a) of the Exchange Act to include disclosure in their annual and quarterly reports as to whether the issuer or its affiliates have knowingly engaged in certain activities prohibited by sanctions against Iran or transactions or dealings with certain identified persons. We are subject to this disclosure requirement.

While our vessels have not called on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other applicable governmental authorities (“Sanctioned Jurisdictions”) in violation of applicable sanctions or embargo laws and although we intend to maintain compliance with all applicable sanctions and embargo laws, and we endeavor to take precautions reasonably designed to ensure compliance with such laws, it is possible that, in the future, our vessels may call on ports in Sanctioned Jurisdictions in violation of applicable sanctions or embargo laws on charterers’ instructions and without our consent. If such activities result in a violation of sanctions or embargo laws, we could be subject to monetary fines, penalties or other sanctions, and our reputation and the market for our Common Shares could be adversely affected.

The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or expanded over time.

In particular, the ongoing war in Ukraine could result in the imposition of further economic sanctions by the United States and the European Union against Russia. Current or future counterparties of ours may be affiliated with persons or entities that are or may be in the future the subject of sanctions imposed by the governments of the U.S., European Union and/or other international bodies. If we determine that such sanctions require us to terminate existing or future contracts to which we, or our subsidiaries, are party or if we are found to be in violation of such applicable sanctions, our results of operations may be adversely affected or we may suffer reputational harm.

Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our Common Shares may adversely affect the price at which our Common Shares trade. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. If a charterer violates sanctions, it is possible that our ship or the ship owner may become sanctioned in which case it would be difficult or impossible for us to trade in or utilize international banking systems, which would adversely affect our business, financial condition and ability to continue our business and pay dividends. Investor perception of the value of our Common Shares may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in countries or territories that we operate in.

Recent actions by the U.S. and China imposing new port fees could have a material adverse effect on our operations and financial results.

The United States Trade Representative (the “USTR”) has put forward significant trade actions under Section 301 of the Trade Act of 1974 with the aim of addressing China’s dominance in the maritime, logistics and shipbuilding industries. These actions dramatically increase the port fees and, therefore, the overall operating expenses for certain ships calling at U.S. ports. Specifically, the USTR added a series of service fees that function as direct increases to port-related costs.

The USTR action generally includes a fee targeting Chinese owners and operators for each instance a vessel owned or operated by a Chinese entity enters a U.S. port. The fee is calculated at a rate of $50 per net ton of the vessel for each port entrance beginning October 14, 2025, and increasing over time, plateauing at $140 per net ton in 2028.

Another fee focuses on operators with fleets comprised of Chinese-built vessels. Under the action, in the case of a vessel not subject to the fees on Chinese owners and operators described above, fees generally are imposed each time a Chinese-built vessel enters a U.S. port. The fee generally is calculated at a rate of $18 per net ton of the vessel for each port entrance beginning October 14, 2025, and increasing over time, plateauing at $33 per net ton in 2028. There are several exceptions to this fee, including for vessels with a capacity of 55,000 dwt or less, vessels arriving to the U.S. empty or in ballast and vessels entering a port in the continental United States from a voyage of less than 2,000 nautical miles from a foreign port or point.

In response to the USTR port fees, China enacted retaliatory port fees on U.S.-linked vessels calling at Chinese ports. The fee is calculated at a rate of Chinese renminbi (RMB) 400 per net ton of the vessel for each port entrance beginning October 14, 2025, and increasing over time, plateauing at RMB 1,120 per net ton in 2028. The port fees apply to vessels owned by, controlled by, or operated by an entity with 25% or more of this entity’s equity interest, outstanding voting interest or board seats held directly or indirectly by an entity, other organization or a citizen of the U.S.

Both the USTR port fees and the Chinese port fees went into effect on October 14, 2025. However, there remains uncertainty regarding the application of both sets of port fees. The applicability of the USTR port fees to sale leaseback arrangements with Chinese leasing financiers has not been clarified. In a sale leaseback arrangement, the Chinese leasing financiers are the formal owners of the vessels. Both of our vessels are subject to sale leaseback arrangements with China-based lessors. Furthermore, the application of the Chinese port fees’ 25% ownership test to a publicly traded company with diffuse ownership is uncertain. It is possible that the Chinese authorities will assert that we are subject to the port fees due to actual or perceived U.S. ownership or control.

Of the two vessels we currently operate, none were constructed in China, however we have acquired a company that has entered into a newbuilding contract with a Chinese shipyard.Furthermore, both of our vessels and our Newbuilding MR Tanker (defined below) are subject to sale leaseback arrangements with China-based lessors and we may enter into sale leaseback transactions with Chinese financial institutions in the future. Additionally, we may enter into contracts for the purchase of secondhand tanker vessels constructed in China or additional shipbuilding contracts for newbuildings constructed in Chinese shipyards in the future. Therefore, we could be subject to the USTR or Chinese port fees on our vessels.

On November 10, 2025, U.S. and Chinese authorities suspended the application of each respective set of port fees for one year. Substantial uncertainty remains as to how the port fees will be assessed after the end of the suspension period, which is scheduled to begin on November 10, 2026.

Further retaliatory measures from China or other nations could further compound disruptions and cost increases within the global shipping industry. In addition to direct port fee increases, other retaliatory actions by China or other countries could indirectly impact port-related costs, disrupt global shipping patterns and potentially increase congestion and costs at ports worldwide, including U.S. ports.

Given the potential magnitude of the USTR and Chinese port fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict their ultimate financial impact. However, if either or both set of port fees are assessed for our vessels or vessels we charter, our operating costs for voyages calling at U.S. or Chinese ports could materially increase. This, in turn, could significantly reduce our profitability, negatively impact our ability to compete effectively, and materially and adversely affect our operations and financial results.

Political instability, terrorist or other attacks, war, international hostilities and public health threats can affect the tanker industry, which may adversely affect our business

We conduct most of our operations outside of the United States and our business, operating results, cash flows, financial conditions and available cash may be adversely affected by changing economic, political, and governmental conditions in the countries and regions in which our vessels or other vessels we may acquire are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political uncertainty and armed conflicts, including the wars between Ukraine and Russia, between Israel and Hamas, Hezbollah and Iran, tensions between the United States and Iran, Israel and Iran and between Russia and NATO, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, Greenland, Denmark or Venezuela, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (including missile attacks controlled by the Houthis on vessels transiting the Red Sea or Gulf of Aden), and other countries and geographic areas, geopolitical events, such as Brexit or another withdrawal from the European Union, terrorist or other attacks (or threats thereof) around the world, and war (or threatened war) or international hostilities. Such events may contribute to further economic instability in the global financial markets, international commerce and could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all.

The war between Russia and Ukraine may lead to further regional and international conflicts or armed action. This war has disrupted supply chains and caused instability in the energy markets and the global economy, with effects on shipping freight rates, which have experienced volatility. The United States, the United Kingdom and the European Union, among other countries, have implemented unprecedented economic sanctions and other penalties against certain persons, entities and activities connected to Russia, including removing Russian-based financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system and restricting imports of Russian oil, liquified natural gas, and coal. These sanctions have caused supply disruptions in the oil and gas markets and could continue to cause significant volatility in energy prices, which could result in increased inflation and may trigger a recession in the U.S. and China, among other regions. While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, operating results and cash flows. Moreover, we will be subject to additional insurance premiums in case we transit through or call to any port or area designated as listed areas by the Joint War Committee or other organizations. These factors may also result in the weakening of the financial condition of our charterers, suppliers, counterparties and other agents in the shipping industry. As a result, our business, operating results, cash flows and financial condition may be negatively affected since our operations are dependent on the success and economic viability of our counterparties.

On January 3, 2026, the U.S. military captured Venezuelan president Nicolás Maduro in a special military operation and replaced him with Venezuela’s vice president, Delcy Rodríguez. Under interim president Rodríguez’s administration, new sweeping legislation has granted foreign oil companies greater operational control over oil production ventures, reduced the royalties and taxes that they pay to Venezuela’s government, and allowed companies to resolve disputes in international venues rather than in Venezuela’s legal system. Additionally, beginning in December 2025, the U.S. has carried out an on-going campaign of seizing and taking control of Venezuelan-linked oil tankers. It remains uncertain what the geopolitical and economic impacts of U.S. measures to control the production, refining, and global distribution of Venezuela’s oil products will be. Further, the future extent of the U.S. involvement in Venezuela’s government and oil industry is unclear. While we are monitoring these developments closely, these circumstances lead to increased uncertainties, the effects of which on our operations and financial conditions, as well as global oil supply and demand, are difficult if not impossible to predict.

The ongoing war between Russia and Ukraine could result in the imposition of further economic sanctions by the United States, the United Kingdom, the European Union or other countries against Russia, trade tariffs or embargoes with uncertain impacts on the markets in which we operate. In addition, the U.S. and certain other NATO countries have been supplying Ukraine with military aid. U.S. officials have also warned of the increased possibility of Russian cyberattacks, which could disrupt the operations of businesses involved in the shipping industry, including ours, and could create economic uncertainty particularly if such attacks spread to a broad array of countries and networks. While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, operating results and cash flows.

The Russian Foreign Harmful Activities Sanctions program includes prohibitions on the import of certain Russian energy products into the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal, as well as prohibitions on all new investments in Russia by U.S. persons, among other restrictions. Furthermore, the United States, the EU and other countries have also prohibited a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging and customs brokering. These prohibitions took effect on December 5, 2022 with respect to the maritime transport of crude oil and took effect on February 5, 2023 with respect to the maritime transport of other petroleum products. An exception exists to permit such services when the price of the seaborne Russian oil into non-EU countries does not exceed the relevant price cap; but implementation of this price exception relies on a recordkeeping and attestation process that allows each party in the supply chain of seaborne Russian oil to demonstrate or confirm that oil has been purchased at or below the price cap. Violations of the price cap policy or the risk that information, documentation or attestations provided by parties in the supply chain are later determined to be false may pose additional risks adversely affecting our business.

Furthermore, the intensity and duration of the war between Israel and Hamas is difficult to predict and its impact on the world economy and our industry is uncertain. Beginning in late 2023, vessels in the Red Sea and Gulf of Aden have been subject to attempted hijackings and attacks by drones and projectiles characterized by Houthi groups in Yemen as a response to the war between Israel and Hamas. An increasing number of companies have rerouted their vessels to avoid transiting the Red Sea, incurring greater shipping costs and delays. For vessels transiting the region, war risk premiums have increased substantially, and should these attacks continue, we could similarly experience a significant increase in our insurance costs and we may not be adequately insured to cover losses from these incidents, however since currently all our vessels are on time charters these increased war premiums, if any, will be paid by our charterers. While much uncertainty remains regarding the global impact of the war between Israel and Hamas, it is possible that such tensions could result in the eruption of further hostilities in other regions, including in and around the Red Sea, and could adversely affect our business, financial conditions, operating results and cash flows.

On February 28, 2026, the United States and Israel launched strikes against Iran, killing Iran’s supreme leader Ayatollah Khamenei. In retaliation, Iranian missiles and drones targeted Israel and a number of countries that host US military bases—including Bahrain, the United Arab Emirates, Kuwait, Qatar and Saudi Arabia—and Hezbollah fired projectiles at Israel. There is significant uncertainty about the duration of the war in Iran. These events have destabilized the region and may lead to significant disruptions across all sectors of the shipping industry. Further, shipping through the Strait of Hormuz, a waterway essential to the shipment of crude oil and refined petroleum, may experience prolonged disruption. Iran’s Islamic Revolutionary Guard Corps has warned vessels to avoid the passage. Iran has attacked a number of vessels in the Strait of Hormuz and threatened to attack vessels that try to pass through it. Increased electronic interference may affect navigational and tracking systems, which would heighten the risk of vessel collisions. Although it is impossible to predict exactly how this conflict will affect the tanker industry, it is very likely that a prolonged war will have significant impacts across the sector.

In the past, other political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. The ongoing war in Ukraine has previously resulted in missile attacks on commercial vessels in the Black Sea. The recent outbreak of conflict in and around the Red Sea has also resulted in missile attacks on vessels. Acts of terrorism and piracy have also affected vessels trading in regions such as the Gulf of Guinea, the Red Sea, the Gulf of Aden off the coast of Somalia and the Indian Ocean. Any of these occurrences could have a material adverse impact on our future performance, operating results, cash flows, financial position and our ability to pay cash distributions to our shareholders.

Acts of piracy on ocean-going vessels could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the Red Sea, the Gulf of Aden off the coast of Somalia, the Indian Ocean and the Gulf of Guinea region off the coast of Nigeria, which has experienced increased incident of piracy in recent years. Sea piracy incidents continue to occur, particularly in the South China Sea, the Indian Ocean, the Gulf of Guinea and the Strait of Malacca, and there has been a recent resurgence of such incidents in the Gulf of Aden. Acts of piracy could result in harm or danger to the crews that man our vessels and other vessels we may acquire. Additionally, if piracy attacks occur in regions in which our vessels and other vessels we may acquire are deployed that are characterized as “war risk” zones by insurers or if our vessels and other vessels we may acquire are deployed in Joint War Committee “war and strikes” listed areas, premiums payable for insurance coverage could increase significantly and such insurance coverage may be more difficult to obtain, if available at all. In addition, crew and security equipment costs, including costs that may be incurred to employ onboard armed security guards, could increase in such circumstances. Furthermore, while we believe the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charter hire until the vessel is released. A charterer may also claim that a vessel seized by pirates was not “on-hire” for a certain number of days and is therefore entitled to cancel the charterparty, a claim that we would dispute. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, any detention hijacking as a result of an act of piracy against our vessels and other vessels we may acquire or an increase in cost or unavailability of insurance for our vessels and other vessels we may acquire could have a material adverse impact on our business, financial condition, and operating results.

Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.

International shipping is subject to various security and customs inspections and related procedures in countries of origin and destination. Inspection procedures can result in (i) the seizure of, delay in the loading, off-loading or delivery of, the contents of our vessels, or vessels we may acquire or (ii) the levying of customs duties, fines or other penalties against us. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations.

We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

The efficient operation of our business is dependent on computer hardware and software systems both onboard our vessels, or vessels we may acquire, and at our onshore offices. Information systems are vulnerable to security breaches by computer hackers and cyber terrorists. We rely on industry-accepted security measures and technology to securely maintain confidential and proprietary information kept on our information systems. However, these measures and technology may not adequately prevent cybersecurity breaches, the access, capture or alteration of information by criminals, the exposure or exploitation of potential security vulnerabilities, the installation of malware or ransomware, acts of vandalism, computer viruses, misplaced data or data loss. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer. Although prior cybersecurity incidents have not had a material adverse impact on our operations or financial performance, there can be no assurance that we will be successful in preventing future cybersecurity incidents or in mitigating their effects. Any significant interruption or failure of our information systems or any significant breach of security could have an adverse effect on our business, reputation, competitive position, results of operations and financial condition.

Additionally, any changes in the nature of cyber threats might require us to adopt additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. Most recently, the war between Russia and Ukraine has been accompanied by cyber-attacks against the Ukrainian government and other countries in the region. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations. It is difficult to assess the likelihood of such threat and any potential impact at this time.

The SEC requires the mandatory disclosure of material cybersecurity incidents, as well as cybersecurity governance and risk management practices. A failure to make the required disclosure could result in the imposition of injunctions, fines and other penalties by the SEC. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any cybersecurity incident.

Risks Relating to Our Company

Our financing arrangements contain restrictive covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations.

Our financing arrangements in the form of the bareboat charters in connection with the SLBs of our vessels contain, and any future financing arrangements we may enter into are expected to contain, customary covenants, event of default and termination event clauses, including cross-default provisions and restrictive covenants and performance requirements that may affect our operational and financial flexibility. Such restrictions could affect, and in many respects limit or prohibit, among other things, our ability to incur additional indebtedness, pay dividends, create liens, sell assets or engage in mergers or acquisitions. These restrictions could also limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. There can be no assurance that such restrictions will not adversely affect our ability to finance our future operations or capital needs.

As a result of these restrictions, we may need to seek permission from our lenders and other financing counterparties in order to engage in some corporate actions. Our lenders’ and other financing counterparties’ interests may be different from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interests, which may adversely impact our revenues, results of operations and financial condition.

A failure by us to meet our payment and other obligations, including our financial covenant requirements, could lead to defaults under our financing facilities or any future financing facilities. If we are not in compliance with our covenants and we are not able to obtain covenant waivers or modifications, the current or future owners of our leased vessels or the banks that finance any future vessels, as appropriate, could retake possession of our vessels or require us to pay down our indebtedness to a level where we are in compliance with our covenants or sell vessels in our fleet. Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, interest rate developments, changes in the funding costs of our banks, changes in vessel earnings and asset valuations and outbreaks of epidemic and pandemic diseases may affect our ability to comply with these covenants. We could lose our vessels if we default on our financing facilities, which would negatively affect our revenues, results of operations and financial condition.

Servicing current and future debt will limit funds available for other purposes and could impair our ability to react to changes in our business.

We must dedicate a portion of our cash flow from operations to pay the principal and interest on our indebtedness. These payments limit funds otherwise available for working capital, capital expenditures and other purposes. As of December 31, 2025, we had a total indebtedness of $83.6 million, excluding deferred finance fees. Our current or future debt could have other significant consequences on our operations. For example, it could:

•	increase our vulnerability to general economic downturns and adverse competitive and industry conditions;
•	require us to dedicate a substantial portion, if not all, of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other<br> general corporate purposes;
---	---
•	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
---	---
•	place us at a competitive disadvantage compared to competitors that have less debt or better access to capital;
---	---
•	limit our ability to raise additional financing on satisfactory terms or at all; and
---	---
•	adversely impact our ability to comply with the financial and other restrictive covenants of our current or future financing arrangements, which could result in an event of default or a termination event under such agreements.
---	---

Furthermore, our current or future interest expense will increase if interest rates increase. If we do not have sufficient earnings, we may be required to refinance all or part of our current or future debt, sell assets, borrow more money or sell more securities, and we cannot guarantee that the resulting proceeds therefrom, if any, will be sufficient to meet our ongoing capital and operating needs. Because interest paid on loans is generally a margin plus a reference rate, such as SOFR, that is subject to change, our actual interest costs would increase as the reference rate increases. During an inflationary period, such as one we are currently experiencing, the SOFR or similar reference rate could be increased, thus costing us more money to service our debt obligations and reducing our results of operations and cash flow. Any termination event under our SLBs could permit the relevant financier to exercise its rights as a secured lender and take possession of our vessels.

Our Former Parent and certain of our Former Parent’s executive officers have been subject to litigation in the past and we may be subject to similar or other litigation in the future.

Our Former Parent and certain of its executive officers were defendants in purported class-action lawsuits pending in the U.S. District Court for the Eastern District of New York, brought on behalf of its shareholders. The lawsuits alleged violations of Sections 9, 10(b), 20(a) and/or 20A of the Exchange Act and Rule 10b-5 promulgated thereunder. On August 3, 2019, the Eastern District Court of New York dismissed the case with prejudice. On August 26, 2019, plaintiffs appealed the dismissal to the United States Court of Appeals for the Second Circuit. On April 2, 2020, the Court of Appeals issued a summary order affirming the District Court’s decision dismissing Plaintiffs’ claims and denying leave to amend and the case was finally concluded in our Former Parent’s favor.

We may, from time to time, be a party to other litigation in the normal course of business. Monitoring and defending against legal actions, whether or not meritorious, is time-consuming for our management and detracts from our ability to fully focus our internal resources on our business activities. In addition, our legal fees and costs incurred in connection with such activities and any legal fees of co-defendants for which we are deemed responsible may be significant and we could, in the future, be subject to judgments or enter into settlements of claims for significant monetary damages. A decision adverse to our interests could result in the payment of substantial damages and could have a material adverse effect on our cash flow, results of operations and financial position.

With respect to any litigation, our insurance may not reimburse us or may not be sufficient to reimburse us for the expenses or losses we may suffer in contesting and concluding such lawsuit. Furthermore, our insurance does not cover legal fees associated with co-defendants. Substantial litigation costs, including the substantial self-insured retention that we are required to satisfy before any insurance applied to the claim, or an adverse result in any litigation may adversely impact our business, operating results or financial condition.

Our current operating fleet consists of two Suezmax tanker vessels. Any limitation in the availability or operation of these vessels could have a material adverse effect on our business, results of operations and financial condition.

Our current operating fleet consists of two Suezmax tanker vessels. Until we identify and acquire additional vessels or take delivery of the Newbuilding MR Tanker, we will depend upon these two vessels for all of our revenue. If our vessels are unable to generate revenues as a result of off-hire time, early termination of the applicable time charters or otherwise, our business, results of operations, financial condition and ability to pay dividends could be materially adversely affected. Our vessels are both employed on time charter contracts with a single charterer and, until we identify and acquire additional vessels, we will rely upon one charterer for all of our revenue.

We expect to be dependent on a limited number of customers for a large part of our revenues, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

During 2025, 100% of our revenues derived from one charterer, Clearlake Shipping Pte Ltd (“Clearlake”), which is the charterer of both of our vessels. Such agreement subjects us to counterparty risks. The ability of Clearlake to perform its obligations under its contracts with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime industry, the overall financial condition of the counterparty, charter rates received for specific types of vessels, work stoppages or other labor disturbances. The combination of a reduction of cash flow resulting from declines in world trade, a reduction in borrowing bases under reserve-based credit facilities and the lack of availability of debt or equity financing may result in a significant reduction in the ability of charterers to make charter payments to us. In addition, in depressed market conditions, charterers and customers may no longer need a vessel that is then under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts. Should one of our counterparties fail to honor its obligations under agreements with us, we could sustain significant losses that could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If we fail to manage our planned growth properly, we may not be able to successfully expand our market share.

Our fleet currently consists of two vessels and the Newbuilding MR Tanker and we may acquire additional vessels in the future. We intend to expand our fleet into other seaborne transportation sectors depending on available opportunities, opportunistically considering further expansion into Suezmax crude oil tanker vessels as well as diversification into other sectors related to seaborne transportation of goods or passengers, including recreational transportation. Our future growth will primarily depend on our ability to:

•	generate excess cash flow for investment without jeopardizing our ability to cover current and foreseeable working capital needs (including debt service);
•	raise equity and obtain required financing for our existing and new operations;
---	---
•	identify opportunities in the tanker sector and other seaborne transportation sectors or related sectors;
---	---
•	locate and acquire suitable vessels;
---	---
•	identify and consummate acquisitions or joint ventures;
---	---
•	integrate any acquired business successfully with our existing operations;
---	---
•	enhance our customer base; and
---	---
•	manage expansion.
---	---

Our manager’s ability to hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet is another factor our future growth will primarily depend on.

Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel, managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. Furthermore, our current operating and financial systems may not be adequate if we implement a plan to expand the size of our fleet, and our attempts to improve those systems may be ineffective. We may not be successful in executing our growth plans and we may incur significant additional expenses and losses in connection therewith.

Our flexible acquisition strategy entails certain risks and uncertainties associated with our opportunistic entry into ownership of a new class of vessels, and we cannot assure you that we will complete any such acquisition or manage such risks successfully.

We intend to expand our fleet into seaborne transportation sectors beyond the tanker sector depending on available opportunities, opportunistically considering further expansion into tanker vessels as well as diversification into sectors related to seaborne transportation of goods or passengers, including recreational transportation. For example, through our acquisition of the Newbuilding MR SPV, we acquired the Newbuilding MR Tanker and we have also entered into the Newbuilding Yacht SPA (as defined below) with the intention of acquiring a megayacht with expected delivery in 2027. However, there can be no assurance that we will successfully identify further any such opportunities in the future or complete any such acquisition in other sectors.

Our management team and CSI may not have experience in any other sector we enter and may not identify such opportunities or manage such expansion successfully.

New lines of business may subject us to additional risks.

From time to time, we may implement new lines of business or offer new services within existing lines of business. For instance, in 2025, we entered into the Newbuilding Yacht Share Purchase Agreement (the “Newbuilding Yacht SPA”) to purchase Roman Explorer Inc., the company that will acquire ownership of the Newbuilding Yacht (as defined below). There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business, we may invest significant time and resources. Initial timetables for the development and introduction of new lines of business may not be achieved and price and profitability targets may not prove feasible. New regulatory and compliance regimes may be found to apply to new lines of business, and we may not be in compliance. Furthermore, if customers do not perceive our new offerings as providing significant value, they may fail to accept our new lines of business. External factors, such as competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business. Failure to successfully manage these risks in the development and implementation of new lines of business could have a material adverse effect on our business, financial condition and results of operations.

The anticipated delivery of a megayacht entails certain risks and uncertainties associated with our entry into ownership of a new class of vessels, and we cannot assure you that we will complete the delivery of the vessel or manage such risks successfully.

We have entered into the Newbuilding Yacht SPA to acquire from the Former Parent, Roman Explorer Inc., which has entered into a newbuilding contract for the Newbuilding Yacht with expected delivery in the second quarter of 2027. However, there can be no assurance that we will complete the delivery of this vessel or successfully identify any similar opportunities in the future.

Any megayacht operating in our fleet is expected to be employed on short-term charters. We expect that management services, including commercial and technical management, for any yacht we acquire will be provided by CSI.

Our management team does not have experience in the megayacht sector while CSI has limited experience in managing megayachts. We believe that the experience of our management and CSI in the ownership and operation of tanker and other vessels provides relevant expertise and qualifications in the evaluation of megayacht acquisition opportunities and operation of megayachts. However, there can be no assurance that we will successfully manage the risks of operations in a new sector, which could adversely affect our financial position, results of operations and cash flows.

A limited number of financial institutions hold our cash and their failure may adversely affect our business, results of operations and financial condition.

A limited number of financial institutions, including institutions located in Greece, Germany, Belgium and the Netherlands, hold all of our cash. Our cash balances are deposited, from time to time, with banks in Greece, Germany, Belgium, and the Netherlands. Our cash balances are not covered by insurance in the event of default by these financial institutions. Several banks, including Credit Suisse, have been subject to extraordinary resolution procedures or sale because of the risk of such a default. The occurrence of such a default could have a material adverse effect on our business, financial condition, results of operations and cash flows, and we may lose part or all of our cash that we deposit with such banks.

Delays or defaults by the shipyards in the construction of the Newbuilding MR Tanker or the Newbuilding Yacht and any future newbuildings could increase our expenses and diminish our net income and cash flows.

We are currently party to a newbuilding contract for the Newbuilding MR Tanker; we also anticipate that we will be party to a newbuilding contract for the Newbuilding Yacht and may enter into additional contracts for newbuilding vessels in the future. Vessel construction projects are generally subject to risks of delay that are inherent in any large construction project, which may be caused by numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, design or engineering changes, work stoppages and other labor disputes, adverse weather conditions or any other events of force majeure. Significant delays could adversely affect our financial position, results of operations and cash flows. Additionally, failure to complete a project on time may result in the delay of revenue from that vessel, and we may continue to incur costs and expenses related to delayed vessels, such as supervision expenses.

Our ability to obtain additional debt financing may be dependent on our ability to charter our vessels, or vessels we may acquire, the performance of our charters and the creditworthiness of our charterers.

Our inability to re-charter our vessels, or vessels we may acquire, and the actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain the additional capital resources that we will require to purchase additional vessels or maintain our existing fleet or may significantly increase our costs of obtaining such capital. Our inability to obtain financing, or receiving financing at a higher than anticipated cost, may materially affect our results of operation and our ability to implement our business strategy.

The industry for the operation of tanker vessels and the transportation of oil is highly competitive and we may not be able to compete for charters with new entrants or established companies with greater resources.

We will employ our tankers and any additional vessels we may acquire in a highly competitive market that is capital intensive and highly fragmented. The operation of tanker vessels and the transportation of cargoes shipped in these vessels, as well as the shipping industry in general, is extremely competitive. Competition arises primarily from other vessel owners, including major oil companies as well as independent tanker shipping companies, some of whom have substantially greater resources than we do. Competition for the transportation of oil can be intense and depends on price, location, size, age, condition and the acceptability of the vessel and its operators to the charterers. Due in part to the highly fragmented market, competitors with greater resources could enter and operate larger fleets through consolidations or acquisitions that may be able to offer better prices and fleets than us.

We may be unable to attract and retain key management personnel and other employees in the international tanker shipping industry, which may negatively impact the effectiveness of our management and our results of operations.

Our success will depend to a significant extent upon the abilities and efforts of our management team. All of our executive officers are employees of Central Mare Inc. (“Central Mare”), a related party affiliated with the family of Mr. Evangelos J. Pistiolis, and have entered into agreements with Central Mare for the compensation of our executive officers and certain other employees. Our controlling shareholder is a trust established for the benefit of certain members of the family of Mr. Evangelos J. Pistiolis. The loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affect our results of operations. We do not maintain “key man” life insurance on any of our officers.

If labor interruptions are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

The Fleet Manager is responsible for recruiting, mainly through a crewing agent, the senior officers and all other crew members for our vessels and all other vessels we may acquire. If not resolved in a timely and cost-effective manner, industrial actions or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

A drop in spot charter rates may provide an incentive for some charterers to default on their charters, which could affect our cash flow and financial condition.

When we enter into a time charter or bareboat charter, rates under that charter are fixed throughout the term of the charter. If the spot charter rates in the tanker shipping industry become significantly lower than the time charter rates that some of our charterers are obligated to pay us under our then existing charters, the charterers may have incentive to default under that charter or attempt to renegotiate the charter. If our charterers fail to pay their obligations, we would have to attempt to re-charter our vessels, or vessels we may acquire at lower charter rates, and as a result we could sustain significant losses which could have a material adverse effect on our cash flow and financial condition, which would affect our ability to meet our future loans or current leaseback obligations. If our future lenders choose to accelerate our indebtedness and foreclose their liens, or if the owners of our sold and leased back vessels or any leased vessels we may acquire choose to repossess vessels in our fleet as a result of a default under any SLBs, our ability to continue to conduct our business would be impaired.

An increase in operating costs could decrease earnings and available cash.

Vessel operating costs include the costs of crew, fuel (for spot-chartered vessels), provisions, deck and engine spares and stores, insurance and maintenance and repairs, which depend on a variety of factors, many of which are beyond our control. Some of these costs, primarily relating to insurance and enhanced security measures, have been increasing. If any of our vessels or, vessels we may acquire, suffer damage, they may need to be repaired at a dry-docking facility. The costs of dry-docking repairs are unpredictable and can be substantial. Increases in any of these expenses could decrease our earnings and available cash.

Rising fuel prices may adversely affect our profits.

Fuel is a significant expense if vessels are under voyage charter or if consumed during ballast days. Moreover, the cost of fuel will affect the profit we can earn on the short-term or spot market. Upon redelivery of vessels at the end of a time charter, we may be obliged to repurchase the fuel on board at prevailing market prices, which could be materially higher than fuel prices at the inception of the time charter period. As a result, an increase in the price of fuel may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical events, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Further, fuel may become much more expensive in the future, which may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.

Inflation could adversely affect our operating results and financial condition.

Inflation could have an adverse impact on our operating results and subsequently on our financial condition both directly through the increase of various costs necessary for the operation of our vessels, and any vessels we may acquire in the future, such as crew, repairs and materials, and indirectly through its adverse impact on the world economy in terms of increasing interest rates and a slowdown of global growth. If inflationary pressures intensify further, we may be unable to raise our charter rates enough to offset the increasing costs of our operations, which would decrease our profit margins. Inflation may also raise our costs of capital, which would result in the deterioration of our financial condition.

The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.

In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As our vessels and any vessel we may acquire in the future age, operating and other costs will increase. In the case of bareboat charters, operating costs are borne by the bareboat charterer. Cargo insurance rates also increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations, including environmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations or the addition of new equipment to our vessels, or vessels we may acquire and may restrict the type of activities in which our vessels, or vessels we may acquire may engage. As our fleet ages, market conditions might not justify those expenditures or enable us to operate our vessels, or vessels we may acquire profitably during the remainder of their useful lives.

Unless we set aside reserves or are able to borrow funds for vessel replacement, our revenue will decline at the end of a vessel’s useful life, which would adversely affect our business, results of operations and financial condition.

Unless we maintain reserves or are able to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives. We estimate that our vessels each have a useful life of up to 25 years from the date of their initial delivery from the shipyard. If we acquire secondhand vessels, they are depreciated from the date of their acquisition through their remaining estimated useful life. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels, or vessels we may acquire, to customers. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations and financial condition will be materially and adversely affected.

Purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.

We may expand our fleet through the acquisition of secondhand vessels. While we rigorously inspect previously owned or secondhand vessels prior to purchase, this does not normally provide us with the same knowledge about their condition and cost of any required (or anticipated) repairs that we would have had if these vessels had been built for and operated exclusively by us. Accordingly, we may not discover defects or other problems with such vessels prior to purchase. Any such hidden defects or problems, when detected, may be expensive to repair, and if not detected, may result in accidents or other incidents for which we may become liable to third parties. Also, when purchasing previously owned vessels, we do not receive the benefit of warranties from the builders if the vessels we buy are older than one year. In general, the costs to maintain a vessel in good operating condition increase with the age and type of the vessel. In the case of chartered-in vessels, we run the same risks.

Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels, or vessels we may acquire and may restrict the type of activities in which the vessels may engage. As our vessels, or vessels we may acquire age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

We may not have adequate insurance to compensate us if we lose any vessels that we acquire.

There are a number of risks associated with the operation of ocean-going vessels, including mechanical failure, collision, fire, human error, war, terrorism, piracy, loss of life, contact with floating objects, property loss, cargo loss or damage and business interruptions due to political circumstances in foreign countries, hostilities and labor strikes. Any of these events may result in loss of revenues, increased costs and decreased cash flows. In addition, the operation of any vessel is subject to the inherent possibility of marine disaster, including oil spills and other environmental mishaps.

We carry insurance for our vessels and intend to carry insurance for all vessels we acquire against those types of risks commonly insured against by vessel owners and operators. These insurances include hull and machinery insurance, protection and indemnity insurance (which includes environmental damage and pollution insurance coverage), freight demurrage and defense and war risk insurance. Reasonable insurance rates can best be obtained when the size and the age/trading profile of the fleet is attractive. As a result, rates become less competitive as a fleet downsizes.

We do not currently maintain strike or off-hire insurance, which would cover the loss of revenue during extended vessel off-hire periods, such as those that occur during an unscheduled drydocking due to damage to the vessel from accidents, except in cases of loss of hire up to a limited number of days due to war or a piracy event. Other events that may lead to off-hire periods include natural or man-made disasters that result in the closure of certain waterways and prevent vessels from entering or leaving certain ports. Accordingly, any extended vessel off-hire, due to an accident or otherwise, could have a material adverse effect on our business and our results of operations and operating cash flow.

Changes in the insurance markets attributable to the risk of terrorism in certain locations around the world could make it difficult for us to obtain certain types of coverage. In addition, the insurance that may be available to us may be significantly more expensive than our existing coverage.

We may not be adequately insured to cover losses against all risks, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay particular claims and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with applicable maritime regulatory organizations. Any significant uninsured or underinsured loss or liability could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. It may also result in protracted legal litigation.

In the future, we may not be able to obtain adequate insurance coverage at reasonable rates for the vessels we acquire. The insurers may not pay particular claims. Our insurance policies also contain deductibles for which we will be responsible as well as limitations and exclusions that may increase our costs or lower our revenue.

We may be subject to increased premium payments, or calls, as we obtain some of our insurance through protection and indemnity associations.

We may be subject to increased premium payments, or calls, in amounts based on our claim records and the claim records of our Fleet Manager as well as the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability, including pollution-related liability. In addition, our protection and indemnity associations may not have enough resources to cover claims made against them. Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations and financial condition.

Increasing regulation as well as scrutiny and changing expectations from investors, lenders and other market participants with respect to our ESG policies may impose additional costs on us or expose us to additional risks.

Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments. The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Companies which do not adapt to or comply with investor, lender or other evolving industry shareholder expectations and standards, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us, especially given the highly focused and specific trade of crude oil and petroleum product transportation in which we are presently engaged. If we do not meet these standards, our business and/or our ability to access capital could be harmed.

On March 6, 2024, the SEC had adopted final rules to enhance and standardize climate-related and ESG-related disclosures by public companies and in public offerings. The final rules would have added extensive and prescriptive disclosure items requiring companies, including foreign private issuers, to disclose climate-related risks and certain emissions. Specifically, the rules would have required the inclusion of certain climate-related financial metrics in a note to companies’ audited financial statements. The rules were challenged in federal court before they became effective and ultimately the SEC withdrew its defense of the rules, essentially pausing the litigation. While the current SEC leadership determined to withdraw its defense of these rules, the SEC could again change its policy priorities, under a future presidential administration or otherwise, and may propose similar rules in the future, in which case the costs of compliance with such new rules could be significant and could have a material adverse effect on our future performance, operating results, cash flows and financial position.

Additionally, certain investors and lenders may exclude shipping companies, such as us, from their investing portfolios altogether due to environmental, social and governance factors.  These limitations in both the debt and equity capital markets may affect our ability to develop as our plans for growth may include accessing the equity and debt capital markets.  If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness. Further, it is likely that we will incur additional costs and require additional resources to monitor, report and comply with wide ranging ESG requirements. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.

Moreover, from time to time, we may incur additional costs, establish and publicly announce goals and commitments in respect of certain ESG items. While we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. If we fail to achieve or improperly report on our progress toward achieving our environmental goals and commitments, the resulting scrutiny from market participants or regulators could adversely affect our reputation and/or our access to capital.

Additionally, different stakeholder groups have divergent views on ESG matters, which increases the risk that any action or lack thereof with respect to ESG matters may be perceived negatively by at least some stakeholders and adversely impact our reputation and business.

A shift in consumer demand from crude oil towards other energy sources or changes to trade patterns for crude oil and refined petroleum products may have a material adverse effect on our business.

A significant portion of our earnings are related to the crude oil industry. A shift in the consumer demand from crude oil towards other energy resources such as wind energy, solar energy, hydrogen energy or nuclear energy will potentially affect the demand for our vessels and any vessel we may acquire in the future. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality. Changes to the trade patterns of crude oil and oil products may have a significant negative or positive impact on ton-miles and, therefore, the demand for our tanker vessels. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Technological innovation and quality and efficiency requirements from our customers could reduce our charter hire income and the value of our vessels, or vessels we may acquire.

Our customers, in particular those in the oil industry, have a high and increasing focus on quality and compliance standards with their suppliers across the entire supply chain, including the shipping and transportation segment. Our continued compliance with these standards and quality requirements is vital for our operations. Charter hire rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. The length of a vessel’s physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. If new vessels are built that are more efficient or more flexible or have longer physical lives than our vessels, or vessels we may acquire, competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels, or vessels we may acquire, and the resale value of our vessels, or vessels we may acquire, could significantly decrease which may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Failure to comply with the FCPA could result in fines, criminal penalties, and an adverse effect on our business.

We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics that is consistent and in full compliance with the FCPA. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, earnings or financial condition.

The smuggling of drugs or other contraband onto our vessels, or vessels we may acquire may lead to governmental claims against us.

Our vessels, or vessels we may acquire, may call in ports where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels, or vessels we may acquire, are found with contraband, whether inside or attached to the hull of our vessels and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, cash flows and financial condition, as well as our ability to pay dividends. Under some jurisdictions, vessels used for the conveyance of illegal drugs could result in forfeiture of the subject vessel to the government of such jurisdiction.

Maritime claimants could arrest our vessels, or vessels we may acquire, which could interrupt our cash flow.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by “arresting” or “attaching” a vessel through foreclosure proceedings. The arrest or attachment of our vessels or vessels we acquire could result in a significant loss of earnings for the related off-hire period. In addition, in jurisdictions where the “sister ship” theory of liability applies, a claimant may arrest the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. In countries with “sister ship” liability laws, claims might be asserted against us or any of our vessels for liabilities of any other vessels we may own.

Governments could requisition our vessels, or vessels we acquire, during a period of war or emergency, resulting in loss of earnings.

A government could requisition our vessels for title or hire. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Although we would be entitled to compensation in the event of a requisition, the amount and timing of payment of such compensation is uncertain. Government requisition of our vessels or vessels we may acquire could negatively impact our revenues should we not receive adequate compensation.

U.S. federal tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders.

A foreign corporation will be treated as a “passive foreign investment company,” (a “PFIC”), for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. Income derived from the performance of services does not constitute “passive income” for this purpose. U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

In general, income derived from the bareboat charter of a vessel should be treated as “passive income” for purposes of determining whether a foreign corporation is a PFIC, and such vessel should be treated as an asset which produces or is held for the production of “passive income.” On the other hand, income derived from the time charter of a vessel should not be treated as “passive income” for such purpose, but rather should be treated as services income; likewise, a time chartered vessel should generally not be treated as an asset which produces or is held for the production of “passive income.”

We believe that neither we nor the Rubico Predecessor was a PFIC for its 2025 taxable year and we do not expect to be treated as a PFIC in the current or subsequent taxable years. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our time chartering activities does not constitute ‘‘passive income,’’ and the assets that we own and operate in connection with the production of that income do not constitute passive assets.

There is, however, no direct legal authority under the PFIC rules addressing our proposed method of operation. Accordingly, no assurance can be given that the United States Internal Revenue Service, (the “IRS”), or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations.

Our U.S. shareholders may face adverse U.S. federal income tax consequences and certain information reporting obligations if we were treated as a PFIC. Under the PFIC rules, unless those shareholders make an election available under the Code (which election could itself have adverse consequences for such shareholders, as discussed below under “Item 10. Additional Information—E. Taxation —U.S. Federal Income Taxation of U.S. Holders— The QEF Election”, such shareholders would be liable to pay U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of their Common Shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of the Common Shares. See “Item 10. Additional Information—E. Taxation—U.S. Federal Income Taxation of U.S. Holders” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we were treated as a PFIC.

We may be subject to U.S. federal income tax on our U.S. source income, which would reduce our earnings.

Under the U.S. Internal Revenue Code of 1986, as amended (the “Code”), 50% of the gross shipping income of a vessel-owning or chartering corporation, such as ourselves and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States is characterized as U.S. source shipping income and such income is subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code.

We took the position for U.S. federal income tax reporting purposes that the Rubico Predecessor was not subject to U.S. federal income taxation for the 2023 and 2024 taxable years and intend to take this position for the 2025 taxable year. However, there are factual circumstances beyond our control that could cause us to lose the benefit of the exemption and thereby become subject to U.S. federal income tax on our U.S. source shipping income. Due to the factual nature of the issues involved, we may not qualify for exemption under Section 883 of the Code for 2026 or any future taxable year.

Changing laws and evolving reporting requirements could have an adverse effect on our business.

Changing laws, regulations and standards relating to reporting requirements, including the European Union General Data Protection Regulation (“GDPR”), may create additional compliance requirements for us. To maintain high standards of corporate governance and public disclosure, we have invested in, and continue to invest in, reasonably necessary resources to comply with evolving standards.

GDPR broadens the scope of personal privacy laws to protect the rights of European Union citizens and requires organizations to report on data breaches within 72 hours and be bound by more stringent rules for obtaining the consent of individuals on how their data can be used. Non-compliance with GDPR may expose entities to significant fines or other regulatory claims which could have an adverse effect on our business, and results of operations.

We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as a publicly traded company, and we may experience increased costs after the Spin-Off.

Following the Spin-Off, we now need to provide internally or obtain from unaffiliated third parties or related parties some of the services we received from the Former Parent. We may be unable to replace these services in a timely manner or on terms and conditions as favorable as those we received from the Former Parent. We may be unable to successfully establish the infrastructure or implement the changes necessary to operate independently or may incur additional costs. If we fail to obtain the services necessary to operate effectively or if we incur greater costs in obtaining these services, our business, financial condition and results of operations may be adversely affected.

We have limited operating history as a publicly traded company, and our historical financial information is not necessarily representative of the results we would have achieved as a publicly traded company and may not be a reliable indicator of our future results.

We derived the historical financial information included in this Annual Report in part from the Former Parent’s consolidated financial statements, and this information does not necessarily reflect the results of operations and financial position we would have achieved as a separate publicly-traded company during the periods presented or those that we will achieve in the future. This is primarily because of the following factors:

•

Prior to the Spin-Off, we operated as part of the Former Parent’s broader corporate organization, and the Former Parent performed various corporate functions for us. Our historical financial information reflects allocations of corporate expenses from the Former Parent for these and similar functions. These allocations may not reflect the costs we will incur for similar services as a publicly traded company.

•

Our historical financial information does not reflect changes that we experience as a result of our separation from the Former Parent, including changes in our cost structure, personnel needs, tax structure, financing and business operations. As part of the Former Parent, we enjoyed certain benefits from the Former Parent’s operating diversity, size, borrowing leverage and available capital for investments, and we may lose these benefits after the Spin-Off. As a separate entity, we may be unable to purchase services and technologies or access capital markets on terms as favorable to us as those we obtained as part of the Former Parent prior to the Spin-Off.

We are now responsible for the additional costs associated with being a publicly traded company, including costs related to corporate governance, investor and public relations and public reporting. In addition, certain costs incurred by the Former Parent, including executive oversight, accounting, treasury, tax, legal, human resources, occupancy, procurement, information technology and other shared services, have historically been allocated to us by the Former Parent, but these allocations may not reflect the level of these costs to us as we now provide these services ourselves. Therefore, our historical financial statements may not be indicative of our future performance as a separate publicly traded company. We cannot assure you that our operating results will continue at a similar level now that we are a separate publicly traded company. For additional information about our past financial performance and the basis of presentation of our financial statements, see “Item 5. Operating and Financial Review and Prospects” and our historical financial statements and the notes thereto included elsewhere in this Annual Report.

We may not be able to access the credit and capital markets at the times and in the amounts needed on acceptable terms.

From time to time, we may need to access the capital markets to obtain long-term and short-term financing. Prior to the Spin-Off, we had not previously accessed the capital markets as a separate public company, and our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including our financial performance, our credit ratings or absence thereof, the liquidity of the overall capital markets and the state of the economy. We cannot assure you that we will have access to the capital markets at the times and in the amounts needed or on terms acceptable to us.

Risks Relating to our Relationship with our Fleet Manager and its Affiliates

We are dependent on our Fleet Manager, a related party, to perform the day-to-day management of our fleet.

Our executive management team is provided by Central Mare, a related party. We subcontract the day-to-day vessel management of our fleet, including crewing, maintenance and repair to our Fleet Manager. Furthermore, upon delivery of any vessels we may acquire, we expect to subcontract their day-to-day management to our Fleet Manager. We are dependent on our Fleet Manager for the technical and commercial operation of our fleet as well as for all accounting and reporting functions and the loss of our Fleet Manager’s services or its failure to perform obligations to us could materially and adversely affect the results of our operations. If our Fleet Manager suffers material damage to its reputation or relationships it may harm our ability to:

•	continue to operate our vessels, or vessels we may acquire and service our customers;
•	renew existing charters upon their expiration;
---	---
•	obtain new charters;
---	---
•	obtain financing on commercially acceptable terms;
---	---
•	maintain satisfactory relationships with our customers and suppliers; and
---	---
•	successfully execute our growth strategy.
---	---

Our Fleet Manager is a privately held company and there may be limited or no publicly available information about it.

Our Fleet Manager is a privately held company. The ability of our Fleet Manager to provide services for our benefit will depend in part on its own financial strength. Circumstances beyond our control could impair our Fleet Manager’s financial strength, and there may be limited publicly available information about its financial condition. As a result, an investor in our Common Shares might have little advance warning of problems affecting our Fleet Manager, even though these problems could have a material adverse effect on us.

Our Fleet Manager may have conflicts of interest between us and its other clients.

We subcontract the day-to-day vessel management of our fleet, including crewing, maintenance and repairs to our Fleet Manager. Our Fleet Manager may provide similar services for vessels owned by other shipping companies, and it also may provide similar services to companies with which our Fleet Manager is affiliated, including the Former Parent. Our Fleet Manager is a related party affiliated with the family of Mr. Evanglos J. Pistiolis, and our controlling shareholder is a trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis. These responsibilities and relationships could create conflicts of interest between our Fleet Manager’s performance of its obligations to us, on the one hand, and our Fleet Manager’s performance of its obligations to its other clients, on the other hand. These conflicts may arise in connection with the crewing, supply provisioning and operations of the vessels in our fleet versus vessels owned by other clients of our Fleet Manager. In particular, our Fleet Manager may give preferential treatment to vessels owned by other clients whose arrangements provide for greater economic benefit to our Fleet Manager. These conflicts of interest may have an adverse effect on our results of operations.

Risks Relating to Our Common Shares

There is no guarantee of a continuing public market to resell our Common Shares.

There is no guarantee that we will be able to maintain listing on Nasdaq for any period of time by perpetually satisfying Nasdaq’s continued listing requirements. Our failure to continue to meet these requirements may result in our securities being delisted. We cannot assure you that any continuing public market to resell our Common Shares will be available.

We have in the past and may in the future rely in part on equity issuances, which will not require shareholder approval, to fund our growth, and such equity issuances could dilute your ownership interests and may depress the market price of our Common Shares.

We have previously issued and may in the future issue additional Common Shares or other equity securities of equal or senior rank, for general corporate purposes or in connection with, among other things, future vessel acquisitions or repayment of outstanding indebtedness, in each case without shareholder approval, in a number of circumstances.

In particular, as part of our business strategy, we have in the past relied in part on issuances of equity and warrants and we may in the future rely in part on issuances of equity, warrants, preferred securities or convertible debt securities all of which may carry voting rights and may be convertible or exercisable into Common Shares, to fund the growth of our fleet. We may issue such securities in private placements, including to related parties, or in registered offerings.

For example, in June 2025 we completed a Private Placement (as defined below) of Common Shares, and in November 2025 and January 2026 we completed two public equity offerings: the November Offering (as defined below) consisting of the issuance of units, comprising one Common Share (or one November Pre-funded Warrant, as defined below, in lieu thereof) and one Class A Warrant, and the January Offering (as defined below) consisting of units, comprising one Common Share (or one January Pre-funded Warrant, as defined below, in lieu thereof) and one and one-half Class B Warrants.

Furthermore, under the Equity Line Purchase Agreement (as defined below) entered into with the Selling Shareholder (as defined below) we have the right to sell to the Selling Shareholder, from time to time during the term of the Equity Line Purchase Agreement, up to $30,000,000 of our Common Shares, subject to certain limitations and conditions set forth in the Equity Line Purchase Agreement. We have registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) the resale by the Selling Shareholder of up to 15,500,000 of our Common Shares of which we have sold 6,465,578 Common Shares to the Selling Shareholder under the Equity Line Purchase Agreement as of March 18, 2026.

Further, as contemplated by the Newbuilding Yacht SPA (as defined below), the Former Parent may under certain circumstances demand the payment of installments in the form of Series E Perpetual Convertible Preferred Shares (the “Series E Preferred Shares”). The Series E Preferred Shares would, if issued, be convertible into Common Shares at the option of the holder. As of the date of this Annual Report, there are no Series E Preferred Shares outstanding.

Further, as contemplated by the Newbuilding MR SPA, we have issued to Central Mare 4,236 Series G Perpetual Convertible Preferred Shares (the “Series G Preferred Shares”). The Series G Preferred Shares are convertible, at our option, into Common Shares. As of the date of this Annual Report, 4,236 Series G Preferred Shares are outstanding.

Our issuance of additional Common Shares including pursuant to the Equity Line Purchase Agreement, or otherwise upon conversion of convertible securities or exercise of warrants, or other equity securities of equal or senior rank, or with voting rights, or the perception that such issuances may occur, may have the following effects:

•	our existing common shareholders’ proportionate ownership interest in us will decrease;
•	the earnings per share and the per share amount of cash available for dividends payable could decrease;
---	---
•	the relative voting strength of each previously outstanding Common Share may be diminished;
---	---
•	the market price of our Common Shares may decline; and/or
---	---
•	our ability to raise capital through the sale of additional securities at a time and price that we deem appropriate could be impaired.
---	---

If the need for capital arises because of significant losses, the occurrence of these losses may make it more difficult for us to raise the necessary capital. If we cannot raise funds on acceptable terms if and when needed, we may not be able to take advantage of future opportunities, grow our business or respond to competitive pressures or unanticipated requirements, and this could have a material adverse effect on our business, operating results and financial condition, as well as our cash flows, including cash available for distribution to our shareholders.

The market price of our Common Shares has been and may in the future be subject to significant fluctuations.

The market price of our Common Shares has been and may in the future be subject to significant fluctuations as a result of many factors, some of which are beyond our control.

Among the factors that could in the future affect our stock price are:

•	variations in our results of operations;
•	changes in market valuations of similar companies and stock market price and volume fluctuations generally;
---	---
•	changes in earnings estimates or the publication of research reports by analysts;
---	---
•	speculation in the press or investment community about our business or the shipping industry generally;
---	---
•	strategic actions by us or our competitors such as acquisitions or restructurings;
---	---
•	the thin trading market for our Common Shares, which makes it somewhat illiquid;
---	---
•	regulatory developments;
---	---
•	additions or departures of key personnel;
---	---
•	general market conditions; and
---	---
•	domestic and international economic, market and currency factors unrelated to our performance.
---	---

The stock markets in general, and the markets for shipping and shipping stocks in particular, have experienced extreme volatility that has sometimes been unrelated to the operating performance of individual companies. These broad market fluctuations may adversely affect the trading price of our Common Shares.

We have experienced and may in the future experience rapid and substantial share price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Common Shares.

As a relatively small-capitalization company with relatively small public float, we may experience greater share price volatility, extreme price run-ups or rapid price declines, larger spreads in bid and ask prices, lower trading volume and less liquidity than large-capitalization companies. Such volatility, including any share price run-up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Common Shares. In addition, holders of our Common Shares may experience losses, which may be material, if the price of our Common Shares declines or if such investors purchase our Common Shares prior to any price decline.

For example, on February 19, 2026, the trading price of our Common Shares ranged from an intra-day high of $4.37 to an intra-day low of $1.74 on trading volume of approximately 91.5 million shares.

Furthermore, if the trading volumes of our Common Shares are low, investors buying or selling in relatively small quantities may be able to easily influence the price of our Common Shares. Such low volume of trades could also cause the price of our Common Shares to fluctuate greatly, with large percentage changes in share price occurring in any trading day session. Holders of our Common Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Common Shares. As a result of this volatility, investors may experience losses on their investment in our Common Shares. A decline in the market price of our Common Shares also could adversely affect our ability to issue additional Common Shares or other securities and our ability to obtain additional financing in the future. Also see “—The market price of our Common Shares has been and may in the future be subject to significant fluctuations” above.

A possible “short squeeze” due to a sudden increase in demand of our Common Shares that largely exceeds supply may lead to further price volatility in our Common Shares.

Investors may purchase our Common Shares to hedge existing exposure in our Common Shares or to speculate on the price of our Common Shares. Speculation on the price of our Common Shares may involve long and short exposures. To the extent aggregate short exposure exceeds the number of Common Shares available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our Common Shares for delivery to lenders of our Common Shares. Those repurchases may in turn, dramatically increase the price of our Common Shares until investors with short exposure are able to purchase additional Common Shares to cover their short position. This is often referred to as a “short squeeze.” Following such a short squeeze, once investors purchase the shares necessary to cover their short position, the price of our Common Shares may rapidly decline. A short squeeze could lead to volatile price movements in our Common Shares that are not directly correlated to the performance or prospects of our company.

As a newly incorporated company, we may not have the surplus or net profits required by law to pay dividends. The declaration and payment of dividends will always be subject to the discretion of our Board of Directors and will depend on a number of factors. Our Board of Directors may not declare dividends in the future.

The declaration, timing and amount of any dividend are subject to the discretion of our Board of Directors and will be dependent upon our earnings, financial condition, market prospects and our growth strategy, capital expenditure requirements, dividends to holders of our preferred shares, investment opportunities, restrictions in our financing arrangements, the provisions of Marshall Islands law affecting the payment of dividends to shareholders, overall market conditions and other factors.

In addition, we may incur expenses or liabilities, including extraordinary expenses, decreases in revenues, including as a result of unanticipated off-hire days or loss of a vessel, or increased cash needs, or be subject to other circumstances in the future, including as a result of the risks described in this Annual Report and any future reports we may file with the SEC, that could reduce or eliminate the amount of cash that we have available for distribution as dividends. Our growth strategy contemplates that we will finance the acquisition of additional vessels in part through raising equity capital. However, if external sources of funds on terms acceptable to us are limited, our Board of Directors may determine to finance acquisitions with cash from operations, which would reduce or even eliminate the amount of cash available for the payment of dividends. In addition, any credit facilities that we may enter into or the terms of preferred shares which we may issue in the future may include restrictions on our ability to pay dividends on our Common Shares. Further, under the terms of our current financing arrangements, and possibly any future financing arrangements, we will not be permitted to pay dividends that would result in an event of default or a termination event or if an event of default or a termination event has occurred and is continuing. As a result of these and other factors, we cannot assure you that our Board of Directors will declare dividend payments on our Common Shares in the future.

Further, Marshall Islands law generally prohibits the payment of dividends if the company is insolvent or would be rendered insolvent upon payment of such dividend, and dividends may be declared and paid out of our operating surplus. Dividends may also be declared or paid out of net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year. As a newly incorporated company, we may not have the required surplus or net profits to pay dividends, and we may be unable to pay dividends in any anticipated amount or at all.

Since our formation on August 1^st^, 2025, our controlling shareholder, through the ownership of 100% of our Series D Preferred Shares, may control the outcome of matters on which our shareholders are entitled to vote.

The Lax Trust, an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis (the “Lax Trust”), may be deemed to beneficially own, directly or indirectly, all of the 100,000 outstanding Series D Preferred Shares. Each Series D Preferred Share carries 1,000 votes.

By the Lax Trust’s beneficial ownership of 100% of our Series D Preferred Shares, the Lax Trust may be deemed to beneficially own 89.4% of our total voting power and to control the outcome of matters on which our shareholders are entitled to vote, including the election of our directors and other significant corporate actions.

In order to satisfy the minimum percentage of voting of Mr. Evangelos J. Pistiolis contained in our SLBs as described below as well as any future such minimum voting rights financing agreement covenants, the voting rights per share of Series D Preferred Shares are adjusted such that during the term of any facility containing such a minimum voting percentage covenant, the combined voting power controlled by Mr. Evangelos J. Pistiolis or any related parties affiliated with Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of our total voting power, irrespective of any new common or preferred share issuances. Both the number of the Series D Preferred Shares and the votes per Series D Preferred Share are not adjusted in case of splits, subdivisions, reverse stock splits or combinations of the Company’s outstanding shares.

This concentration of ownership of our voting shares may delay, deter or prevent acts that would be favored by our other shareholders or deprive shareholders of an opportunity to receive a premium for their shares as part of a sale of our business, and it is possible that the interests of Lax Trust, Mr. Evangelos J. Pistiolis or the family of Mr. Evangelos J. Pistiolis may conflict with our interests and the interests of our other holders of shares. Any such conflicts of interest could result in our entry into transactions on terms not determined by market forces. In addition, this concentration of ownership of our voting shares may adversely affect the trading price of our shares because investors may perceive disadvantages in owning shares in a company with such concentrated ownership of voting shares. This concentration of ownership of our voting shares could adversely affect our business, financial condition and results of operations and the trading price of our Common Shares.

We are a “foreign private issuer,” which could make our Common Shares less attractive to some investors or otherwise harm our stock price.

We are a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act. As a “foreign private issuer” the rules governing the information that we disclose differ from those governing U.S. corporations pursuant to the Exchange Act. We are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of their occurrence. On December 18, 2025, the Holding Foreign Insiders Accountable Act was enacted as part of the National Defense Authorization Act for Fiscal Year 2026, mandating directors and officers of foreign private issuers to file Section 16(a) reports (Forms 3, 4, and 5) with the SEC to report beneficial ownership interests in companies, effective on March 18, 2026. In addition, our officers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchase and sales of our securities. Our exemption from certain provisions of the rules of Section 16 of the Exchange Act regarding sales of Common Shares by insiders means that you may have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. Moreover, we are exempt from the proxy rules, and proxy statements that we distribute will not be subject to review by the SEC. Accordingly, there may be less publicly available information concerning us than there is for other U.S. public companies that are not foreign private issuers. These exemptions and scaled disclosure requirements are not related to our status as an emerging growth company and will continue to be available to us even if we no longer qualify as an emerging growth company but remain a foreign private issuer. These factors could make our Common Shares less attractive to some investors or otherwise harm our stock price.

On June 4, 2025, the SEC issued a concept release seeking public comment on whether to amend the current eligibility criteria for foreign private issuer status under the U.S. securities laws to better balance investor protection and capital formation. This marks the first comprehensive review of the FPI regulatory framework since 2008 and signals a potential material shift in the FPI regulatory framework. While no rule changes have been proposed yet, any future amendments could impact our eligibility to qualify as a foreign private issuer.

We could lose our foreign private issuer status under U.S. securities laws. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. We would then also be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We may then also be required to modify certain of our policies to comply with good or required governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs.

We are a “controlled company” under Nasdaq corporate governance rules and we therefore are exempt from certain corporate governance requirements that could adversely affect our public shareholders.

Since the Lax Trust beneficially owns a majority of the voting power of our issued and outstanding share capital, we qualify as a “controlled company” under the Nasdaq listing rules. Under these rules a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including, without limitation (i) the requirement that a majority of the Board of Directors consist of independent directors,

(ii) the requirement that the compensation of our officers be determined or recommended to the Board of Directors by a compensation committee that is comprised solely of independent directors, and (iii) the requirement that director nominees be selected or recommended to the Board of Directors by a majority of independent directors or a nominating and corporate governance committee comprised solely of independent directors.

We do not intend to rely on the “controlled company” exemption. Our status as a controlled company, however, could cause our Common Shares to appear less attractive to certain investors or otherwise harm our trading price.

Issuance of preferred shares, such as our Series D Preferred Shares, our Series E Preferred Shares, our Series G Preferred Shares and our Series A Participating Preferred Stock, may adversely affect the voting power of our common shareholders have a dilutive effect on them and have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our Common Shares.

Our Amended and Restated Articles of Incorporation currently authorize our Board of Directors to issue preferred shares in one or more series and to determine the rights, preferences, privileges and restrictions, with respect to, among other things, dividends, conversion, voting, redemption, liquidation and the number of shares constituting any series without shareholders’ approval. Our Board of Directors has issued, and may in the future issue, preferred shares with voting rights superior to those of the Common Shares, such as the Series D Preferred Shares, the Series G Preferred Shares or the Series A Participating Preferred Stock, which could have a dilutive effect on our common shareholders. Additionally, as contemplated by the Newbuilding Yacht SPA, we may be required to issue Series E Preferred Shares to the Former Parent, which would have voting rights superior to those of the Common Shares. If our Board of Directors determines to issue preferred shares, such issuance may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable. The issuance of preferred shares with voting and conversion rights may also adversely affect the voting power of the holders of Common Shares. This could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our Common Shares and our shareholders’ ability to realize any potential change of control premium.

We cannot predict the impact our multi-class capital structure may have on the market price or liquidity of our Common Shares.

We cannot predict whether our multi-class capital structure will result in a lower or more volatile market price of our Common Shares or have other adverse consequences for our shareholders. For example, certain index providers have policies that restrict or prohibit the inclusion of companies with multi-class share structures in certain of their indices. Under such policies, our multi-class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our Common Shares. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment in our Common Shares by many of these funds. Additionally, the holding of low-voting stock, such as our Common Shares, may not be permitted by the investment policies of certain institutional investors, or may be less attractive to other investors. As a result, the market price or liquidity of our Common Shares could be adversely affected.

Anti-takeover provisions in our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws could make it difficult for our shareholders to replace or remove our current Board of Directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our Common Shares.

Several provisions of our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize shareholder value in connection with any unsolicited offer to acquire our Company. However, these anti-takeover provisions could make it difficult for our shareholders to change the composition of our Board of Directors in any one year, preventing them from changing the composition of our management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that some shareholders may consider favorable.

These provisions:

•	authorize our Board of Directors to issue “blank check” preferred stock without shareholder approval, including preferred shares with superior voting rights, such as the Series D Preferred Shares and the Series E Preferred Shares;
•	provide for a classified Board of Directors with staggered, three-year terms;
---	---
•	permit the removal of any director only for cause;
---	---
•	prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;
---	---
•	limiting the persons who may call special meetings of shareholders; and
---	---
•	establishing advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by shareholders at meetings of shareholders.
---	---

In addition, in connection with the Spin-Off we entered into a shareholders’ rights agreement pursuant to which our Board of Directors may cause the substantial dilution of any person that attempts to acquire us without the approval of our Board of Directors.

These anti-takeover provisions including provisions of our shareholders’ rights agreement, could substantially impede the ability of our shareholders to impose a change in control and, as a result, may adversely affect the market price of our Common Shares and your ability to realize any potential change of control premium.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies

        will make our Common Shares less attractive to investors.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups (JOBS) Act (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. While we have elected to take advantage of some of the reduced reporting obligations, we are choosing to “opt-out” of the extended transition period relating to the exemption from new or revised financial accounting standards. We cannot predict if investors will find our Common Shares less attractive because we may rely on these exemptions. If some investors find our Common Shares less attractive as a result, there may be a less active trading market for our Common Shares and our share price may be more volatile.

In addition, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, for so long as we are an emerging growth company. For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, and as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

Our corporate affairs are governed by our Amended and Restated Articles of Incorporation, our Amended and Restated Bylaws, and by the Marshall Islands Business Corporations Act (the “BCA”). The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction.

As a Marshall Islands corporation with principal executive offices in Greece and subsidiaries in the Marshall Islands, our operations may be subject to economic substance requirements.

The Council of the European Union (the “Council”) routinely publishes a list of “non-cooperative jurisdictions” for tax purposes, which includes countries that the Council believes need to improve their legal framework and to work towards compliance with international standards in taxation. In February 2023, the Republic of the Marshall Islands, among other countries, was placed by the EU on the list of non-cooperative jurisdictions for lacking in the enforcement of economic substance requirements and was subsequently removed from such list in October 2023. EU member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including increased monitoring and audits, withholding taxes and non-deductibility of costs, and although we are not currently aware of any such measures being adopted, they can be adopted by one or more EU members states in the future. The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries. EU legislation prohibits certain EU funds from being channeled or transited through entities in non-cooperative jurisdictions.

We are a Marshall Islands corporation with principal executive offices in Greece. The Marshall Islands has enacted economic substance regulations with which we may be obligated to comply. Those regulations require certain entities that are not otherwise tax resident elsewhere that carry out particular activities to comply with an economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is being understood and acknowledged by the regulators that income-generating activities for shipping companies will generally occur in international waters), and (iii) having regard to the level of relevant activity carried out in the Marshall Islands, has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands and (c) an adequate number of qualified employees in the Marshall Islands.

If we fail to comply with our obligations under these regulations or any similar law applicable to us in any other jurisdictions, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials or, with respect to the Marshall Islands economic substance requirements, revocation of the formation documents and dissolution of the applicable non-compliant Marshall Islands entity or struck from the register of companies in related jurisdictions. Any of the foregoing could be disruptive to our business and could have a material adverse effect on our business, financial conditions and operating results. Accordingly, any implementation of, or changes to, any of the economic substance regulations that impact us could increase the complexity and costs of carrying on business in these jurisdictions, and thus could adversely affect our business, financial condition or results of operations.

We do not know what actions the Marshall Islands may take, if any, to remove itself from the list of “non-cooperative jurisdictions” if it should be placed back on the list, how quickly the EU would react to any changes in regulations of the Marshall Islands or how EU banks or other counterparties will react while we or our subsidiaries remain as entities organized and existing under the laws of the Marshall Islands during a period if the Marshall Islands is again placed on the list of “non-cooperative jurisdictions.” The effect of the EU list of non-cooperative jurisdictions, and any noncompliance by us with legislation or regulations adopted by the Marshall Islands to achieve removal from the list, could have a material adverse effect on our business, financial conditions and operating results.

It may not be possible for investors to serve process on or enforce U.S. judgments against us.

We and our subsidiaries are incorporated in jurisdictions outside the U.S. and substantially all of our assets and those of our subsidiaries are located outside the U.S. In addition, all of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us, our subsidiaries or our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.

Our Amended and Restated Articles of Incorporation include forum selection provisions for certain disputes between us and our shareholders,

        which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our Amended and Restated Articles of Incorporation provide that, unless we consent in writing to the selection of an alternative forum, (A) to the fullest extent permitted by law, the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for any internal corporate claim, intra-corporate claim or claim governed by the internal affairs doctrine, including (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or shareholder of the Company to the Company or the Company’s shareholders, and (iii) any action asserting a claim arising pursuant to any provision of the BCA or our Amended and Restated Articles of Incorporation or Amended and Restated Bylaws, and (B) the United States District Court for the Southern District of New York (or, if such court does not have jurisdiction over such claim, any other federal district court of the United States) shall be the sole and exclusive forum for all claims arising under the Securities Act or the Exchange Act, as applicable, and any rule or regulation promulgated thereunder, to the extent such claims would be subject to federal or state jurisdiction pursuant to the Securities Act or Exchange Act, as applicable, and after giving effect to clause (A) above. Therefore, to the fullest extent permitted by law, we have selected the High Court of the Republic of the Marshall Islands as the exclusive forum for any derivative action alleging a violation of the Securities Act or Exchange Act. Although our forum selection provisions shall not relieve us of our statutory duties to comply with the federal securities laws and the rules and regulations thereunder, and our shareholders are not deemed to have waived our compliance with such laws, rules, and regulations, as applicable, our forum selection provisions may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, and may increase the costs associated with such lawsuits, which may discourage lawsuits with respect to such claims. Also see below, “—We may not achieve the intended benefits of having forum selection provision if they are found to be unenforceable.”

We may not achieve the intended benefits of having forum selection provisions if they are found to be unenforceable.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act and the rules and regulations thereunder and Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act and the rules and regulations thereunder.

Our Amended and Restated Articles of Incorporation include a forum selection clause which provides that, unless we consent in writing to an alternative forum, to the fullest extent permitted by law, the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum any internal corporate claim, intra-corporate claim, or claim governed by the internal affairs doctrine, including, among others, any derivative action or proceeding brought on behalf of the Company, and that, subject to the foregoing, the United States District Court for the Southern District of New York (or, if such court does not have jurisdiction over such claim, any other federal district court of the United States) shall be the sole and exclusive forum for all claims arising under the Securities Act or Exchange Act, to the extent such claims would be subject to federal or state jurisdiction pursuant to the Securities Act or Exchange Act, as applicable. Therefore, to the fullest extent permitted by law, we have selected the High Court of the Republic of the Marshall Islands as the exclusive forum for any derivative action alleging a violation of the Securities Act or Exchange Act. The enforceability of similar forum selection provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provisions contained in our Amended and Restated Articles of Incorporation to be inapplicable or unenforceable (in whole or in part) in such action. For example, with respect to derivative actions arising under the Exchange Act, there is currently disagreement among federal Courts of Appeals in the United States (a circuit split between the Courts of Appeals for the Seventh and Ninth Circuits) as to whether a forum selection clause which requires that derivative actions be brought in a specified forum other than the federal courts would contravene Section 27 of the Exchange Act under certain circumstances. The circuit split follows a line of cases that analyze the enforceability of forum selection provisions in the context of derivative Securities Act and Exchange Act claims. Accordingly, the applicability of the provisions of our Amended and Restated Articles of Incorporation selecting a Marshall Islands forum for certain types of claims may be limited with respect to such claims arising under the Securities Act or Exchange Act and, as a result, under certain such circumstances, the effect of our forum selection provisions may be uncertain. As a result, we could be required to litigate claims in multiple jurisdictions, incur additional costs with resolving such action in other jurisdictions or otherwise not receive the benefits that we expect our forum selection provisions to provide, which could adversely affect our business, financial condition and results of operations.

We may fail to meet the continued listing requirements of Nasdaq, which could cause our Common Shares to be delisted.

There can be no assurance that we will remain in compliance with Nasdaq’s listing qualification rules, or that our Common Shares will not be delisted, which could have an adverse effect on the market price of, and the efficiency of the trading market for, our Common Shares.

ITEM 4.	INFORMATION ON THE COMPANY
A.	History and Development of the Company
---	---

Overview

We are an international owner and operator of two modern, fuel efficient eco, 157,000 dwt Suezmax tankers, the M/T Eco Malibu with an age of 4.9 years and the M/T Eco West Coast with an age of 5.0 years, each focusing on the transportation of crude oil.

We intend to expand our fleet into other seaborne transportation sectors depending on available opportunities, opportunistically considering further expansion into other crude or product oil tanker vessels as well as diversification into other sectors related to seaborne transportation of goods or passengers, including recreational transportation, depending on our assessment of market conditions and available opportunities at the time when an acquisition is possible. Our targets may include newbuilding vessels or vessels from the secondhand market, including acquisitions from unrelated third parties, the Former Parent or other related parties.

Pursuant to our acquisition of the Newbuilding MR SPV, we currently hold a newbuilding contract for the Newbuilding MR Tanker. Furthermore, on December 31, 2025, we entered into the Newbuilding Yacht SPA to purchase Roman Explorer Inc., the company that will acquire ownership of the Newbuilding Yacht, as discussed further below.

We were incorporated under the laws of the Republic of the Marshall Islands, pursuant to the BCA, on August 11, 2022. Our executive offices are currently located at 20 Iouliou Kaisara Str, 19002, Paiania, Athens, Greece and our telephone number is +30 210 812 8107. Our website is www.rubicoinc.com. The SEC maintains a website that contains reports, proxy and information statements and other information that we file electronically at www.sec.gov. Information on such websites does not constitute a part of this Annual Report and is not incorporated by reference herein.

On December 14, 2023, we consummated an SLB with AVIC International Leasing Co., Ltd (“AVIC”), in the amount of $41.0 million, for the purpose of refinancing the indebtedness secured over the M/T Eco West Coast. For more information, see Operating and Financing Review and Prospects—Liquidity and Capital Resources—Debt Facilities—New Financings Committed under Sale and Leaseback Agreements—AVIC SLB.”

On December 20, 2023, we consummated an SLB with China Huarong Shipping Financial Leasing Co Ltd. (“Huarong”) in the amount of $41.0 million, for the purpose of refinancing the indebtedness secured over the M/T Eco Malibu. For more information, see Operating and Financing Review and Prospects—Liquidity and Capital Resources—Debt Facilities—New Financings Committed under Sale and Leaseback Agreements—Huarong SLB.”

On June 23, 2025, we entered into a share purchase agreement to sell 320 Common Shares at a purchase price of $4,680.00 per Common Share, for aggregate gross proceeds of $1.5 million, in a private placement pursuant to exemptions from registration under the Securities Act (the “Private Placement”). Pursuant to the share purchase agreement, the purchasers in the Private Placement received customary registration rights and were subject to lock-up restrictions on resale of the Common Shares sold in the Private Placement for a period of 45 days following the commencement of trading of the Common Shares on an exchange. The closing of the Private Placement was conditioned on the consummation of the Spin-Off distribution.

On July 21, 2025, we entered into a common shares purchase agreement (the “Equity Line Purchase Agreement”) and a registration rights agreement (the “Equity Line Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (the “Selling Shareholder”). Pursuant to the Equity Line Purchase Agreement, we have the right to sell to the Selling Shareholder, from time to time during the term of the Equity Line Purchase Agreement, up to $30,000,000 of our Common Shares, subject to certain limitations and conditions set forth in the Equity Line Purchase Agreement. Sales of our Common Shares pursuant to the Equity Line Purchase Agreement, and the timing of any sales, are solely at our option, and we are under no obligation to sell any securities to the Selling Shareholder under the Equity Line Purchase Agreement. In accordance with our obligations under the Equity Line Registration Rights Agreement, we have registered under the Securities Act the resale by the Selling Shareholder of up to 15,500,000 of our Common Shares that we may, in our sole discretion, elect to sell to the Selling Shareholder in one or more transactions from time to time during the term of the Equity Line Purchase Agreement, of which we have sold 6,465,578 Common Shares to the Selling Shareholder under the Equity Line Purchase Agreement as of March 18, 2026. Our right to cause the Selling Shareholder to purchase our Common Shares is subject to certain conditions set forth in the Equity Line Purchase Agreement.

On August 1, 2025, the Spin-Off distribution was consummated and on August 4, 2025, the Private Placement closed. Our Common Shares began trading on Nasdaq under the symbol “RUBI” on August 4, 2025.

On August 7, 2025, we entered into the New Huarong Facility (as defined below) in the aggregate amount of $84.0 million, for the purpose of refinancing the Huarong SLB (as defined below) and the AVIC SLB (as defined below) secured by the vessels M/T Eco West Coast and M/T Eco Malibu, respectively. The New Huarong Facility closed on November 6, 2025, and November 12, 2025, for M/T Eco West Coast and M/T Eco Malibu, respectively. For more information, see Operating and Financing Review and Prospects—Liquidity and Capital Resources—Debt Facilities—New Financings Committed under Sale and Leaseback Agreements—New Huarong Facility.”

On November 6, 2025, we closed a firm commitment underwritten public offering (the “November Offering”) of 52,629 units, each consisting of one Common Share (or one pre-funded warrant in lieu thereof (the “November Pre-funded Warrant”) and one Class A Warrant to purchase one Common Share (the “Class A Warrants”), at a public offering price of $142.51 per unit. We also granted Maxim Group LLC (the “Representative”) a 45-day option to purchase up to an additional 7,894 Common Shares at the offering price and/or Class A Warrants to purchase up to 7,894 Common Shares, to cover over-allotments. On November 6, 2025, the Representative partially exercised its over-allotment option with respect to Class A Warrants to purchase up to 7,894 Common Shares. In addition, we agreed to issue to the Representative warrants to purchase a number of Common Shares equal to 5.0% of the total number of Common Shares sold in the November Offering, including any Common Shares sold pursuant to the over-allotment option granted to the Representative (the “November Representative Warrants”). 2,631 November Representative Warrants to purchase up to 2,631 Common Shares were issued in connection with the closing of the November Offering. The November Representative Warrants have substantially similar terms as the Class A Warrants issued in the November Offering. The aggregate gross proceeds to us from the November Offering, before deducting underwriting discounts and other expenses payable by us, were approximately $7.5 million.

As of March 18, 2026, Class A Warrants have been exercised for 177,520 Common Shares and all outstanding November Representative Warrants have been exercised for 9,793 Common Shares.

On November 21, 2025, we entered into an agreement to extend the duration of the time charter parties with Clearlake for a fixed term of a minimum of 47 months and a maximum of 49 months for each of the vessels M/T Eco West Coast and M/T Eco Malibu. The agreed daily rate of the extended period is $29,990.

On December 2, 2025, we completed a one-for-thirty reverse stock split of our Common Shares. There was no change in the number of our authorized Common Shares. All numbers of Common Shares, warrants, exercise prices and earnings per share amounts in this Annual Report (excluding the documents incorporated by reference or the financial statements included herein) have been retroactively adjusted to reflect this reverse stock split.

On December 4, 2025, we entered into a letter of intent (the “Newbuilding LOI”) for the potential acquisition from the Former Parent of a newbuilding megayacht, the M/Y Sanlorenzo 1150Exp (the “Newbuilding Yacht”), with expected delivery in the second quarter of 2027. We made an advance cash payment of $4.0 million that was credited against the acquisition price of the Newbuilding Yacht. A special independent committee composed of independent members of the Board of Directors negotiated and approved the acquisition of the Newbuilding Yacht under the Newbuilding LOI. On December 31, 2025, we entered into the Newbuilding Yacht SPA to purchase Roman Explorer Inc., the company that will acquire ownership of the Newbuilding Yacht, for a purchase price of $38.0 million payable in installments over a period of 300 days following our entry into the Newbuilding Yacht SPA. An amount of $19.5 million was settled through an initial installment payment of $15.5 million and by netting the $4.0 million advance cash payment upon signing the Newbuilding Yacht SPA, with consummation of the purchase and sale of the shares of Roman Explorer Inc. expected to take place no later than March 31, 2026. Furthermore, pursuant to the terms of the Newbuilding Yacht SPA, an additional installment of $4.0 million was made in 2026. Under certain circumstances the Former Parent can demand the payment of installments in the form of newly-issued Series E Preferred Shares. For a description of the Series E Preferred Shares, see “Description of Securities” filed as an exhibit to this Annual Report. Further, the form of Statement of Designation of the Series E Preferred Shares is filed as an exhibit to this Annual Report. Remaining installments payable to the shipyard as per the Newbuilding Yacht contract amount to $41.5 million (or €35.5 million) payable up to May 2027.

Recent Developments

On January 6, 2026, we closed a public offering (the “January Offering”) of 854,700 units, each unit consisting of one Common Share (or one pre-funded warrant in lieu thereof (the “January Pre-funded Warrants”)) and 1.5 Class B Warrants (each, a “Class B Warrant”). Each Class B Warrant is exercisable to purchase one Common Share at a public offering price of $4.68 per warrant, subject to customary adjustments. We also agreed to issue to the Representative warrants to purchase a number of Common Shares equal to 5.0% of the total number of Common Shares and January Pre-funded Warrants sold in the January Offering (the “January Representative Warrants”). January Representative Warrants to purchase 42,735 Common Shares were issued in connection with the closing of the January Offering. The January Representative Warrants have substantially similar terms as the Class B Warrants. As of March 18, 2026 no pre-funded warrants remain outstanding. The aggregate gross proceeds to us from the January Offering, before deducting placement agent fees and other expenses payable by us, were $4.0 million.

On February 12, 2026, we completed a one-for-seven and eight tenths reverse stock split of our Common Shares. There was no change in the number of our authorized Common Shares. All numbers of Common Shares, warrants, exercise prices and earnings per share amounts in this Annual Report (excluding the documents incorporated by reference or the financial statements included herein) have been retroactively adjusted to reflect this reverse stock split.

On February 20, 2026, we entered into a Share Purchase Agreement with Central Mare Inc., an affiliate of the family of Mr. Evangelos J. Pistiolis, to purchase all of the issued and outstanding shares of Roman Shark IX Inc. (the “Newbuilding MR SPA”), a company that has entered into a shipbuilding contract, dated February 3, 2026, with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for the purchase of Hull no. 25110062, a 47,499 dwt chemical/product oil carrier. The tanker is scheduled for delivery during the 4^th^ quarter of 2029 (the “Newbuilding MR Tanker”). The Newbuilding MR SPA was consummated on March 18, 2026.

The $4.2 million purchase price payable on the closing of the acquisition of Roman Shark IX Inc. (the “Newbuilding MR SPV”), no later than March 31, 2026 was settled on March 18, 2026, through the issuance of 4,236 Series G Preferred Shares. The Newbuilding MR SPA contemplated that under certain circumstances the repayment of the purchase price could be demanded in form of newly issued Series G Preferred Shares. For a description of the Series G Preferred Shares, see “Description of Securities” filed as an exhibit to this Annual Report. As a condition to closing of the acquisition of the Newbuilding MR SPV, the seller has arranged for a sale and leaseback financing agreement with a major Chinese leasing company (the “Newbuilding MR Facility”). This financing agreement amounts to, in aggregate, 85% of the installments payable under the shipbuilding contract. The aggregate amount of installments payable under the shipbuilding contract is $45.2 million. This financing bears an effective interest rate of Term SOFR plus a margin of 1.80%. Under this financing, upon delivery of the vessel, we will make quarterly installment payments of $0.5 million over a period of 10 years with a balloon payment of $18.2 million payable together with the last installment. We have also provided a corporate guarantee in favor of the leasing company.

Formation Transactions

The operating vessels of our fleet were contributed to us by the Former Parent in connection with the Spin-Off.

The Spin-Off distribution was pro rata to the beneficial holders of the Former Parent’s outstanding common shares and to beneficial holders of the Former Parent’s outstanding common stock purchase warrants on an as exercised basis to the extent such warrants contain anti-dilution provisions conferred an interest equivalent to the Spin-Off distribution, in each case as of June 16, 2025, the record date of the Spin-Off, so that such holders maintained the same proportionate interest (on a fully-diluted basis) in each respective class of shares of the Former Parent and of us both immediately before and immediately after the Spin-Off. In connection with the Spin-Off, the Former Parent distributed 100,000 Series D preferred Shares to the holder of the Series D perpetual preferred shares of the Former Parent. The Series D Preferred Shares distributed to the holder of the Series D perpetual preferred shares of the Former Parent were created to mirror the rights of the Series D perpetual preferred shares of the Former Parent. The holder of the Series D perpetual preferred shares of the Former Parent is the Lax Trust, which is an irrevocable trust established for the benefit of certain family members of the President, Chief Executive Officer and Director of the Former Parent, Mr. Evangelos Pistiolis. The Former Parent did not distribute the Series D Preferred Shares to its common shareholders in connection with the Spin-Off.

On June 23, 2025, in connection with the Spin-Off, Nasdaq approved the listing of our Common Shares under the symbol “RUBI.” The Common Shares began trading on Nasdaq on August 4, 2025, the trading day following the consummation of the Spin-Off.

We have a multi-class capital structure consisting of Common Shares, Series G Preferred Shares and Series D Preferred Shares. Our common shareholders are entitled to one vote for each Common Share held. Each Series G Preferred share and Series D Preferred Share has the voting power of 1,000 Common Shares and counts for 1,000 votes for purposes of determining quorum at a meeting of shareholders, subject to certain adjustments to satisfy minimum voting right financing agreement covenants. No holder of Series G Preferred Shares may exercise voting rights pursuant to Series G Preferred Shares that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series G Preferred Shares, Common Shares or otherwise) to exceed 19.99% of the total number of votes eligible to be cast on any matter submitted to a vote of our shareholders. Except as otherwise required by law or provided by our Amended and Restated Articles of Incorporation and Statement of Designation for our Series D Preferred Shares and our Series G Preferred Shares, holders of our Series D Preferred Shares, holder of our Series G Preferred Shares and holders of our Common Shares shall vote together as one class on all matters submitted to a vote of our shareholders. Please see “Description of Securities” filed as an exhibit to this Annual Report for further information regarding our capital structure, and the rights, including the voting rights, privileges, and preferences of the holders of our shares.

Central Mare is the sole beneficial owner of our Series G Preferred Shares.

The Lax Trust is the sole beneficial owner of our Series D Preferred Shares. The Series D Preferred Shares held by the Lax Trust represent 89.4% of our total voting power. Because the Lax Trust beneficially owns the majority of our voting power, it has the ability to control us and our affairs, including, among other matters, the election of our Board of Directors and, as a result, the ability of our common shareholders to influence our corporate matters is limited. Please see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Common Shares—Our controlling shareholder, through the ownership of 100% of our Series D Preferred Shares, may control the outcome of matters on which our shareholders are entitled to vote.”

B.	Business Overview

The following table lists the operating vessels in our fleet as of the date of this Annual Report:

Vessel Name	Year Built	Dwt	Yard		Charterer<br><br> <br>End of firm period	Charterer’s<br><br> <br>Optional Periods	Gross Rate<br><br> <br>fixed period/options	Type of Employment
M/T Eco West Coast	2021	157,000	Hyundai	Clearlake	January 2031	1+1 years	$32,850 up to January 2027 and $29,990 up to January 2031/ $34,750 / $36,750	Time Charter^(1)^
M/T Eco Malibu	2021	157,000	Hyundai	Clearlake	January 2031	1+1 years	$32,850 up to January 2027 and $29,990 up to January 2031 / $34,750 / $36,750	Time Charter^(1)^

Vessels under<br><br> <br>construction
Name	Deadweight	Delivery date	Shipyard	Charterer	End of firm period	Charterer’s<br><br> <br>Optional Periods	Gross Rate<br><br> <br>fixed period/options
Hull no. 25110062	47,499	Q4 2029	Guangzhou Shipyard<br><br> <br>International Company<br><br> <br>Limited	Trafigura	Q4 2036	1+1+1+1 years	$18,750 /<br><br> <br>$19,000 /<br><br> <br>$19,250/ $19,500/$19,750

(1)

Both of our operating vessels are chartered by Clearlake. According to the provisions of each time charter, we are entitled to terminate the charter in case of the charterer’s failure of punctual and regular payment of hire, while the charterer may cancel the relevant charter if we are in breach of certain maintenance obligations under the relevant agreement, if the relevant vessel is not available for a scheduled voyage due to the action of third parties or if the relevant vessel is or is expected to be off-hire for more than sixty consecutive days due to certain mechanical or operational causes. In addition, both parties have the option to terminate the relevant charter in case of the outbreak of war or hostilities between two or more of the United States, the United Kingdom, the former U.S.S.R. (except that declaration of war or hostilities solely between any two or more of the countries or republics having been part of the former U.S.S.R. shall be exempted), the People’s Republic of China and the Marshall Islands.

Management of Our Fleet

On July 15, 2025, prior to the consummation of the Spin-Off, we entered into a letter agreement (the “CSI Letter Agreement”) with our Fleet Manager, that detailed the terms on which any vessels we may acquire will be managed. Our Fleet Manager is a related party affiliated with the family of Mr. Evangelos J. Pistiolis, and our controlling shareholder is a trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis. Both Athenean and Roman, our vessel-owning subsidiaries, have entered into Management Agreements with our Fleet Manager on May 28, 2020 and on March 18, 2026, the Newbuilding MR SPV entered into a Management agreement with our Fleet Manager (each a “Management Agreement” and, together, the “Management Agreements”). Both the Management Agreements and the CSI Letter Agreement can only be terminated subject to an eighteen-month advance notice, subject to a termination fee equal to twelve months of fees payable under the CSI Letter Agreement or each of the Management Agreements.

Pursuant to the CSI Letter Agreement as well as the Management Agreements, we currently pay a management fee of $670 per day per vessel for the provision of technical, commercial, operation, insurance, bunkering and crew management, commencing three months before the vessel is scheduled to be delivered by the shipyard. In addition, each of the Management Agreements and the CSI Letter Agreement provide for payment to our Fleet Manager of: (i) $609 per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% on all gross vessel sale proceeds or the purchase price paid for vessels, (iv) in the case of a vessel under construction, a 1% of commission denoted as “Newbuilding vessels monitoring fee” that is payable as follows: 25% of the commission on the purchase of the newbuilding construction contract, 25% of the commission on the steel cutting of the newbuilding vessel, 25% of the commission on launching of the newbuilding vessel and 25% of the commission on the delivery of the newbuilding vessel to the Company (“steel cutting” and “launching” are newbuilding vessel construction milestones, evidenced by notices received by the shipyard) and (v) a financing fee of 0.2% on derivative agreements and loan financing or refinancing. Our Fleet Manager will also perform supervision services for any newbuilding vessel we may acquire while the vessel is under construction, for which we will pay our Fleet Manager the actual cost of the supervision services plus a fee of 7% of such supervision services.

Our Fleet Manager provides, at cost, all accounting, reporting and administrative services. Finally, the Management Agreements and the CSI Letter Agreement provide for a performance incentive fee for the provision of management services to be determined at the discretion of our Board of Directors. The Management Agreements and the CSI Letter Agreement have an initial term of five years, after which they will continue to be in effect until terminated by either party subject to an eighteen-month advance notice of termination. Pursuant to the terms of the Management Agreements and the CSI Letter Agreement, all fees payable to our Fleet Manager are adjusted annually according to the U.S. Consumer Price Index (the “CPI”) of the previous year and if CPI is less than 2% then a 2% increase is effected and if CPI is more than 5%, then a 5% increase is effected.

Employment of Our Fleet

As of the date of this Annual Report, both of our operating vessels are chartered on a time charter by Clearlake. For both of our vessels, we had entered into time charters with Clearlake for a period of three years at a firm daily rate of $33,950, with a charterer’s option to extend for two additional years at $34,750 and $36,750, respectively. On July 6, 2023, our Former Parent entered into an agreement with Clearlake to extend the duration of the fixed period of the time charterparties of both vessels to a fixed term of a minimum of 30 months and maximum of 36 months. The daily rate of the extended period was agreed at $32,850, with the daily rates of the optional periods remaining the same. On November 21, 2025, we entered into an agreement to extend the duration of the time charter parties with Clearlake for a fixed term of a minimum of 46 months and a maximum of 50 months for both vessels. The agreed daily rate of the extended period is $29,990. The time charter for M/T Eco Malibu commenced on May 15, 2021, with the fixed term expiring between November 11, 2030 and March 11, 2031 and the time charter for M/T Eco West Coast commenced on March 30, 2021, with the fixed term expiring between November 11, 2030 and March 11, 2031, with the fixed term depending on the period elected by the charterer as set out above. Our Newbuilding MR Tanker has entered into a time charter agreement with Trafigura Maritime Logistics Pte Ltd (“Trafigura”) for a period of seven years, starting upon delivery from shipyard at a firm daily rate of $18,750, with a charterer’s option to extend for four additional years at $19,000,$19,250, $19,500 and $19,750, respectively. A time charter is generally a contract to provide your ship for a predefined period to the charterer for an agreed daily US$ rate. This rate can be fixed or index-linked, with the latter mounting volatility of freight earnings, as shipping freight indices fluctuate on a seasonal and year-to-year basis. Fluctuations derive from imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes. Vessels operating in the time charter market ensure that there will be employment on the vessel for the defined period, while the index-linked hire rate may enable us to capture increased profit margins during periods of improvements in tanker vessel charter rates.

The International Shipping Industry

The seaborne transportation industry is a vital link in international trade, with ocean going vessels representing the most efficient and often the only method of transporting large volumes of basic commodities and finished products. Demand for tankers is dictated by world oil demand and trade, which is influenced by many factors, including international economic activity; geographic changes in oil production, processing and consumption; oil price levels; inventory policies of the major oil and oil trading companies; and strategic inventory policies of countries such as the United States, China and India.

Shipping demand, measured in ton-miles, is a product of (a) the amount of cargo transported in ocean going vessels, multiplied by (b) the distance over which this cargo is transported. The distance is the more variable element of the ton-mile demand equation and is determined by seaborne trading patterns, which are principally influenced by the locations of production and consumption. Seaborne trading patterns are also periodically influenced by geopolitical events that divert vessels from normal trading patterns, as well as by inter-regional trading activity created by commodity supply and demand imbalances. Tonnage of oil shipped is primarily a function of global oil consumption, which is driven by economic activity as well as the long-term impact of oil prices on the location and related volume of oil production. Tonnage of oil shipped is also influenced by transportation alternatives (such as pipelines) and the output of refineries.

Demand for tankers and tonnage of oil shipped is primarily a function of global oil consumption, which is driven by economic activity, as well as the long-term impact of oil prices on the location and related volume of oil production. Global oil demand returned to limited growth in 2010 and has since been expanding at a modest pace, as a steady rise in Asia has outweighed decreasing demand in Europe and in the United States, with a notable exception for 2020 and 2021 in which years the COVID-19 epidemic dramatically reduced oil demand. According to the International Energy Agency, global oil demand increased to 103.5 million barrels/day in 2025, compared to 102.6 million barrels/day in 2024.

We strategically monitor developments in the tanker industry on a regular basis and, subject to market demand, will seek to enter into shorter or longer time or bareboat charters according to prevailing market conditions.

We will compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an operator. We will arrange our time charters and bareboat charters through the use of brokers, who negotiate the terms of the charters based on market conditions. We currently compete primarily with owners of tankers in Suezmax class size. Ownership of tankers is highly fragmented and is divided among major oil companies and independent vessel owners.

Customers

Our only customer during 2025 was Clearlake. Additionally, our Newbuilding MR Tanker has entered into a time charter agreement with Trafigura for a period of seven years, starting upon delivery from shipyard, which is expected during the fourth quarter of 2029. The agreement is subject to customary conditions.

Seasonality

Historically, oil trade and, therefore, charter rates increased in the winter months and eased in the summer months as demand for oil and oil products in the Northern Hemisphere rose in colder weather and fell in warmer weather. The tanker industry, in general, has become less dependent on the seasonal transport of heating oil than it was a decade ago, as new uses for oil and oil products have developed, spreading consumption more evenly over the year. This is most apparent from the higher seasonal demand during the summer months due to energy requirements for air conditioning and motor vehicles. This seasonality may affect operating results. However, to the extent that our vessels, or any vessels we may acquire are chartered at fixed rates on a long-term basis, seasonal factors will not have a significant direct effect on our business.

Environmental and Other Regulations

Government regulation and laws significantly affect the ownership and operation of our fleet. We are subject to international conventions and treaties, national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered, relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expenses, including vessel modifications and implementation of certain operating procedures.

A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (applicable national authorities such as the United States Coast Guard (the “USCG”), harbor master or equivalent), classification societies, flag state administrations (countries of registry) and charterers, particularly terminal operators. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels.

Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

International Maritime Organization (IMO)

The IMO, the United Nations (the “UN”) agency for maritime safety and the prevention of pollution by vessels, adopted MARPOL, SOLAS, the International Convention on Load Lines of 1966 (the “LL Convention”) and the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). MARPOL establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged forms. MARPOL is applicable to dry bulk, tanker and LNG carriers, among other vessels, and is divided into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk, in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions.

Since 2014, the MEPC amendments to MARPOL Annex I Condition Assessment Scheme (“CAS”) have required compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers (“ESP Code”), which provides for enhanced inspection programs. Effective July 1, 2024, amendments to the ESP Code became effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers.

Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks and the shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as explained below. Emissions of “volatile organic compounds” from certain vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls (“PCBs”)) are also prohibited. We believe that all of our vessels are currently compliant in all material respects with these regulations.

MEPC adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. Effective January 1, 2020, there has been a global limit of 0.5% m/m sulfur oxide emissions (reduced from 3.50%). This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels or exhaust gas cleaning systems (“EGCS”). Ships are required to obtain bunker delivery notes and International Air Pollution Prevention (“IAPP”) Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships became effective on March 1, 2020. Fuels with higher sulfur content than required by Reg. 14 of Annex VI can still be delivered to a ship, provided the ship uses equivalent measures, such as an EGCS. Additional amendments to Annex VI revising, among other terms, the definition of “Sulphur content of fuel oil” (if the flashpoint is under 70°C) and “low-flashpoint fuel” and pertaining to the sampling and testing of onboard fuel oil, became effective in April 2022. Amendments to Annex VI requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information became effective on May 1, 2024. Additional amendments intended to prevent the supply of oil fuel not complying with SOLAS flashpoint requirements and adding new definitions regarding probability of ignition became effective January 1, 2026. These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs.

MEPC 77 adopted a non-binding resolution which urges member states and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of black carbon emissions from ships when operating in or near the Arctic.

Sulfur content standards are even stricter within certain ECAs. As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs. Currently, the ECAs include specified portions of the Baltic Sea area, Mediterranean Sea area, North Sea area, North American area and United States Caribbean area. The Mediterranean Sea became an ECA on May 1, 2024, and compliance obligations began on May 1, 2025. Ocean-going vessels in these areas will be subject to stringent emission controls and may cause us to incur additional costs. Other areas in China are subject to local regulations that impose stricter emission controls. At MEPC 82, MEPC announced three new ECA proposals, including the Canadian Arctic waters and the North-East Atlantic Ocean, which were adopted in draft amendments to Annex IV that entered into force on March 1, 2026. The Canadian Arctic ECA amendments entered into force on March 1, 2026. The North-East Atlantic Ocean ECA is not yet in effect, but could enter into force in 2027. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency (the “EPA”), or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.

MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reduction measure, including attained EEXI, CII and rating values to the IMO DCS, which became effective May 1, 2024. MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships with enhanced targets to mitigate harmful emissions. The revised IMO GHG Strategy comprises a common ambition to ensure an uptake of alternative zero and near-zero GHG fuels by 2030 and to achieve net-zero emissions from international shipping by 2050. The IMO net-zero framework was approved by MEPC 83, including the new fuel standard for ships and a global pricing mechanism for emissions. These regulations were approved as amendments and submitted for adoption as legally binding, but in October 2025 the MEPC agreed to adjourn the meeting on adoption until October 2026.

The amended Annex VI also established new tiers of stringent nitrogen oxide (“NOx”) emissions standards for marine diesel engines, depending on their date of installation. Tier III NOx standards were designed for the control of NOx produced by vessels and apply to ships that operate in the North American and U.S. Caribbean Sea ECAs with marine diesel engines installed and constructed on or after January 1, 2016. Tier III requirements could apply to additional areas designated for Tier III NOx in the future. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built on or after January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in 2010. As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.

As determined at the MEPC 70, Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage (“GT”) to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019. The IMO used such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below.

As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required to develop and implement Ship Energy Efficiency Management Plans (“SEEMPS”) and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index (“EEDI”). Additionally, MEPC 75 adopted amendments to MARPOL Annex VI which brought forward the effective date of the EEDI’s “phase 3” requirements to April 1, 2022, for several ship types, including gas carriers, general cargo ships, and LNG carriers, with the remaining vessels required to comply beginning on January 1, 2025. MEPC 81 adopted amendments to the guidelines for the development of SEEMPs, including methodology for collecting data. These amendments went into effect on August 1, 2025.

Additionally, MEPC 76 adopted amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships. The revised Annex VI entered into force in November 2022 and includes requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. The requirements include (1) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index (“EEXI”), and (2) operational carbon intensity reduction requirements based on a new operational CII. The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories. With respect to the CII requirement, which took effect from January 1, 2023, ships of at least 5,000 gross tonnage are required to document and verify their actual annual operational CII achieved against a determined required annual operational CII. The EEXI and CII certification requirements entered into effect on January 1, 2023. MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reduction measure, including attained EEXI, CII and rating values to the IMO DCS, which became effective on May 1, 2024.

MEPC 76 also adopted amendments requiring ships of 5,000 gross tonnage and above to revise their SEEMP to include methodology for calculating the ship’s attained annual operation CII and the required annual operational CII, on or before June 1, 2023. MEPC 76 also approved amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024. For ships subject to Regulation 12A (oil fuel tank protection), the prohibition will become effective on or after July 1, 2029.

Pursuant to the IMO’s short-term targets for the reduction of greenhouse gas emissions in the shipping industry by 2030, we may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.

Safety Management System Requirements

The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills. The Convention of Limitation of Liability for Maritime Claims (the “LLMC”) sets limitations of liability for a loss of life, personal injury or property claim against ship owners. We believe that our vessels are in substantial compliance with SOLAS and LLMC standards.

Under the ISM Code, our operations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that we and our technical management team have developed for compliance with the ISM Code. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

The Military Sealift Command adopted amendments to modernize the Global Maritime Distress and Safety System (“GMDSS”), which entered into force on January 1, 2024. The amendments, which include amendments to SOLAS, may require vessel owners/operators to ensure their radio equipment is compliant.

The ISM Code requires that vessel operators obtain a Safety Management Certificate (an “SMC”) for each vessel they operate. This certificate evidences compliance by a vessel’s management with the ISM Code requirements for a safety management system. No vessel can obtain an SMC unless its manager has been awarded a DOC issued by each flag state (or Recognized Organization (an “RO”) on behalf of the flag administration), under the ISM Code. We have obtained applicable DOCs for our offices and SMCs for all of our vessels. Each DOC and SMC are renewed as required.

Amendments to SOLAS chapter II-2, which are intended to prevent the supply of oil fuel not complying with SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with SOLAS regulation II-2/4.2.1, entered into effect on January 1, 2026.

Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, and starting on July 1, 2016 apply to new oil tankers and bulk carriers. Regulation II-1/3-10 requires that all oil tankers and bulk carriers of at least 150 meters in length, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers (“GBS Standards”). Amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, 2011 became effective and address inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers.

Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (“IMDG Code”). Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods and (3) new mandatory training requirements. Amendments which took effect on January 1, 2020, also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas. Additional amendments to the IMDG Code relating to the segregation requirements for certain substances and classification and transport of carbon came into effect in June 2022. Updates to the IMDG Code, in line with the updates to the United Nations Recommendations on the Transport of Dangerous Goods, which set the recommendations for all transport modes, became effective January 1, 2024. In May 2024, the last IMDG Code amendment was adopted, covering additional provisions for ships carrying dangerous goods. The amendment became effective on January 1, 2026.

The IMO has also adopted the STCW. As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.

Actions by the IMO’s Maritime Safety Committee and United States agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, effective January 2021, cyber-risk management systems must be incorporated by ship-owners and managers. Additional requirements apply to U.S. flagged vessels. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The impact of such regulations is hard to predict at this time.

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO adopted the BWM Convention in 2004. The BWM Convention entered into force globally on September 8, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments.

The MEPC maintains guidelines for approval of ballast water management systems (G8). At MEPC 72, amendments were adopted to extend the date existing vessels are subject to certain ballast water standards. Ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in open seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP certificate renewal dates. The standards have been in force since 2019, and for most ships, compliance with the D-2 standard involved installing on-board systems to treat ballast water and eliminate unwanted organisms. Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3). MEPC 75 adopted amendments to the BWM Convention that require a commissioning test of the ballast water management system for the initial survey or when performing an additional survey for retrofits. This will not apply to ships that already have an installed BWM system certified under the BWM Convention. In December 2022, MEPC 79 permitted the use of ballast tanks for temporary storage of treated sewage and grey water. MEPC 79 also established that ships are expected to return to D-2 compliance after experiencing challenging uptake water and bypassing a BWM system should only be used as a last resort. In July 2023, MEPC 80 approved a plan for a comprehensive review of the BWM Convention over the next three years and the corresponding development of a package of amendments to the Convention. MEPC 80 also adopted further amendments relating to Appendix II of the BWM Convention concerning the form of the Ballast Water Record Book, which came into force in February 2025. A protocol for ballast water compliance monitoring devices and unified interpretation of the form of the BWM Convention certificate were also adopted. In March 2024, MEPC 81 adopted amendments to the BWM Convention concerning the use of Ballast Water Record Books in electronic form, which came into force in October 2025. Pursuant to the ongoing review, in Fall 2024, MEPC 82 approved the 2024 Guidance on ballast water record keeping and reporting and the 2024 Guidance for Administrations on the type of approval process for ballast water management systems to support harmonized evaluation by Administrations. The cost of compliance could increase for ocean carriers and may have a material effect on our operations. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements.

The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000, the CLC. Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner may be strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency unit, the Special Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner’s actual fault and under the 1992 Protocol where the spill is caused by the shipowner’s intentional or reckless act or omission where the shipowner knew pollution damage would probably result. The CLC requires ships over 2,000 tons covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner’s liability for a single incident. We have protection and indemnity insurance for environmental incidents. P&I Clubs in the International Group issue the required Bunkers Convention “Blue Cards” to enable signatory states to issue certificates. We will ensure that our vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force as required by law.

The IMO also adopted the Bunker Convention to impose strict liability on ship owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in a ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions, such as the United States where the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.

Anti-Fouling Requirements

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti‑fouling Systems on Ships (the “Anti‑fouling Convention”), which entered into force on September 17, 2008, and prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages are required to undergo an initial survey before the vessel is put into service or before an International Anti‑fouling System Certificate is issued for the first time and subsequent surveys are required when the anti‑fouling systems are altered or replaced. In 2023, amendments to the Anti-fouling Convention came into effect which include controls on the biocide cybutryne: ships shall not apply cybutryne or re-apply anti-fouling systems containing cybutryne from January 1, 2023.

We have obtained Anti-fouling System Certificates for our vessels that are subject to the Anti-fouling Convention.

Compliance Enforcement

Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The USCG and European Union authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and European Union ports, respectively. As of the date of this Annual Report, each of our vessels is ISM Code certified. However, there can be no assurance that such certificates will be maintained in the future. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

United States Regulations

The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act

OPA established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills. OPA affects all “owners and operators” whose vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.’s territorial sea and its 200-nautical mile exclusive economic zone around the U.S. The U.S. has also enacted CERCLA, which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel). OPA defines these other damages broadly to include:

(i)	injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
(ii)	injury to, or economic losses resulting from, the destruction of real and personal property;
---	---
(iii)	net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;
---	---
(iv)	loss of subsistence use of natural resources that are injured, destroyed or lost;
---	---
(v)	lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
---	---
(vi)	net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
---	---

OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective March 2023, the USCG adjusted the limits of OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons liability to the greater of $2,500 per gross ton or $21,521,000 (subject to periodic adjustment for inflation), for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation). These limits of liability do not apply if an incident was proximately caused by the violation of any applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship) or a responsible party’s gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for clean-up, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG’s financial responsibility regulations by providing applicable certificates of financial responsibility.

The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps

      under OPA, new regulations regarding offshore oil and gas drilling and a pilot inspection program for offshore facilities. However, several of these initiatives and regulations have been or may be revised as a result of political changes. For
      example, the U.S. Bureau of Safety and Environmental Enforcement’s \(“BSEE”\), revised Production Safety Systems Rule \(“PSSR”\) effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR.
      However, under a new administration, in August 2023, the BSEE released a final Well Control Rule, which strengthens testing and performance requirements, and may affect offshore drilling operations. In September 2023, the Biden administration
      announced a scaled back offshore oil drilling plan, including just three oil lease sales in the Gulf of Mexico. On January 6, 2025, the Biden administration announced a ban on new offshore oil and gas drilling in more than 625 million acres of
      U.S. waters on the Atlantic and Pacific coasts and in Alaska, but the ban was challenged. On January 20, 2025, President Trump issued an executive order purporting to revoke this ban, but the full legal effect of the order remains in question.
      The Trump administration has proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling. With these rapid changes, compliance with any new requirements of OPA and future legislation or regulations applicable to
      the operation of our vessels could impact the cost of our operations and adversely affect our business.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills. Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws. We intend to comply with all applicable state regulations in the ports where our vessels call.

We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, that could have an adverse effect on our business and results of operation.

Other United States Environmental Initiatives

The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990, the “CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. The CAA requires states to adopt State Implementation Plans some of which regulate emissions resulting from vessel loading and unloading operations which may affect our vessels.

The U.S. Clean Water Act (the “CWA”) prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States,” (“WOTUS”), thereby expanding federal authority under the CWA. In August 2023, the EPA and Department of the Army issued a final rule to amend the revised WOTUS definition to conform the definition of WOTUS to the U.S. Supreme Court’s interpretation of the CWA in its decision dated May 25, 2023. The final rule became effective September 8, 2023 and operates to limit the CWA. On March 12, 2025, the EPA announced it would work with the U.S. Army Corp of Engineers to review the definition of WOTUS and undertake a rulemaking process to revise the definition of WOTUS. On November 17, 2025, the EPA and Army Corps proposed a new definition of WOTUS to align with the Supreme Court’s decision, narrowing federal jurisdiction and clarifying exclusions. Public comments closed on January 5, 2026.

The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. Waters. The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018 and replaces the 2013 Vessel General Permit, (“VGP”) program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S. National Invasive Species Act (“NISA”), such as mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters. VIDA establishes a new framework for the regulation of vessel incidental discharges under the CWA, and requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance, and enforcement regulations within two years of EPA’s promulgation of standards. On September 24, 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance, which means that the U.S. Coast Guard must now develop corresponding regulations regarding ballast water within two years of that date. Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S. Coast Guard regulations are finalized. Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”), or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S. Coast Guard, and state regulations require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.

European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety or that of the ship is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the European Parliament and of the Council of April 29, 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses. As of January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information. The system entered into force on March 1, 2018. July 2020 saw the European Parliament’s Committee on Environment, Public Health and Food Safety vote in favor of the inclusion of vessels of 5,000 gross tons and above in the EU Emissions Trading System (in addition to voting for a revision to the monitoring, reporting and verification of CO₂ emissions). In September 2020, the European Parliament adopted the proposal from the European Commission to amend the regulation on monitoring carbon dioxide emissions from maritime transport. From January 1, 2025, Regulation (EU) 2015/757 of the European Parliament and of the Council on the monitoring, reporting and verification of carbon dioxide emissions from maritime transport (“EU MRV”) mandated monitoring and reporting of GHG emissions for ships between 400GT and 5,000GT (general cargo and offshore ships).

On July 14, 2021, the European Commission published a package of draft proposals as part of its “Fit for 55” environmental legislative agenda and as part of the wider EU Green Deal growth strategy. There are two key initiatives relevant to maritime arising from the proposals: (a) a bespoke emissions trading scheme for maritime (“ETS”) which commenced in 2024 and applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a “FuelEU certificate of compliance” starting June 30, 2026 as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply at berth. ETS was agreed in December 2022 and FuelEU was passed into law on July 25, 2023 and entered into force on January 1, 2025.

More specifically, ETS is to apply gradually over the period from 2024 2026. 40% of allowances had to be surrendered in 2025 for the year 2024; 70% of allowances will have to be surrendered in

      2026 for the year 2025; 100% of allowances will have to be surrendered in 2027 for the year 2026. Compliance is to be on a company-wide \(rather than per ship\) basis and “shipping company” is defined widely to capture both the ship owner and any
      contractually appointed commercial operator/ship manager/bareboat charterer who not only assume full compliance for ETS but also under the ISM Code. If the latter contractual arrangement is entered into, this needs to be reflected in a certified
      mandate signed by both parties and presented to the administrator of the scheme. The first compliance deadline was September 30, 2025 and, going forward, compliance is required on September 30 of each year. The cap under the ETS is set by taking
      into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from year 2021 and is to capture 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports and 50% of emissions from
      voyages which start or end at EU ports \(but the other destination is outside the EU\). Over time, amendments have emerged that will allow 100% of non-EU emissions to be caught, as a result of the IMO’s recent failure to introduce global market
      measures. In addition, the EU MRV system is also being revised such that the scope of ships to be monitored will now extend to those that are 400GT and more. The reason for this is because the ETS will likely apply to ships that are between 400GT
      and 5,000GT starting from circa 2027. EU MRV already captures cargo and offshore vessels between 400GT and 5,000GT as of January 1, 2025. The first deadline for the surrender of allowances was September
      30, 2025, with a few shipping companies missing the deadline for opening a Maritime Operator Holding Account on time and incurring penalties of €100 per each unreported ton of carbon. From a risk management perspective, new systems, personnel,
      data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures have been put in place across the industry, at significant cost, to continue to manage the administrative aspect of ETS
      compliance.

Additionally, on July 25, 2023, the European Council of the European Union adopted FuelEU under the FuelEU Initiative of its “Fit for 55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels. Due to delays in the incorporation of the regulation into the Agreement on the European Economic Area (“EEA”), there will be delays in its implementation in Europe. Among other things, the Maritime Fuel Regulation requires that greenhouse gas intensity of fuel used by covered vessels is reduced by 2% starting January 1, 2025, with additional reductions contemplated every five years (up to 80% by 2050). Shipping companies may enter into pooling mechanisms with other shipping companies in order to achieve compliance, bank surplus emissions and borrow compliance balances from future years. Decisions whether to pool, bank or borrow Fuel EU compliance balances will have to be made by April 30, 2026. A FuelEU Document of Compliance is required to be kept on board a vessel to show compliance by June 30, 2026. Both the ETS and FuelEU schemes have significant impact on the management of the vessels calling to EU ports, by increasing the complexity and monitoring of, and costs associated with the operation of vessels and affecting the relationships with our time charterers.

Responsible recycling and scrapping of ships are becoming increasingly important issues for shipowners and charterers alike as the industry strives to replace old ships with cleaner, more energy efficient models. The recognition of the need to impose recycling obligations on the shipping industry is not new. In 2009, the IMO adopted the Hong Kong Ship Recycling Convention (the “Hong Kong Convention”), which sets standards for ship recycling. Concerned at the lack of progress in satisfying the conditions needed to bring the Hong Kong Convention into force, the EU published its own Ship Recycling Regulation 1257/2013 (“SRR”) in 2013, with a view to facilitating early ratification of the Hong Kong Convention both within the EU and in other countries outside the EU. The 2013 regulations are vital to responsible ship recycling in the EU. SRR requires that, from December 31, 2020, all existing ships sailing under the flag of EU member states and non-EU flagged ships calling at an EU port or anchorage must carry on-board an Inventory of Hazardous Materials (“IHM”) with a certificate or statement of compliance, as appropriate. For EU-flagged vessels, a certificate (either an Inventory Certificate or Ready for Recycling Certificate) will be necessary, while non-EU flagged vessels will need a Statement of Compliance. Now that the Hong Kong Convention has been ratified and entered into force on June 26, 2025, it is expected the EU Ship Recycling Regulation will be reviewed in light of this. Notably, the Hong Kong Convention has seen weak implementation and poor results to date, suggesting the EU may elect not to alter its regulation for the moment.

The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age and flag as well as the number of times the ship has been detained. The European Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2016/802 of the Council of May 11, 2016 introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berths in the Baltic, the North Sea, and the English Channel (the so-called “SOx-Emission Control Area”). As of January 2020, EU member states must also ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.

EU Directive 2004/35/CE (as amended) regarding the prevention and remedying of environmental damage addresses liability for environmental damage (including damage to water, land, protected species and habitats) on the basis of the “polluter pays” principle. Operators whose activities caused the environmental damage are liable for the damage (subject to certain exceptions). With regard to specified activities causing environmental damage, operators are strictly liable. The directive applies where damage has already occurred and where there is an imminent threat of damage. The directive requires preventative and remedial actions, and that operators report environmental damage or an imminent threat of such damage.

On November 10, 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive (the “CSRD”). EU member states have 18 months to integrate it into national law. The CSRD creates new, detailed sustainability reporting requirements and will significantly expand the number of EU and non-EU companies subject to the EU sustainability reporting framework. The required disclosures will go beyond environmental and climate change reporting to include social and governance matters (for example, respect for employee and human rights, anti-corruption and bribery, corporate governance and diversity and inclusion). In addition, it will require disclosure regarding the due diligence processes implemented by a company in relation to sustainability matters and the actual and potential adverse sustainability impacts of an in-scope company’s operations and value chain. The CSRD will apply on a phased basis, starting from the financial year 2024 through 2028, to large EU and non-EU undertakings subject to certain financial and employee thresholds being met (as described below). Following the publication of the Omnibus package of proposals on February 26, 2025, which are designed to simplify EU regulations and cut red tape, the application of all reporting requirements in the CSRD for companies that are due to report in 2026 and 2027 has been postponed to 2028 (in respect of the 2027 financial year). The Omnibus package was approved by the EU Parliament on December 16, 2025 and will simplify compliance for small and medium-sized entities (“SMEs”) and all companies with up to 1,000 employees and less than EUR 450 million turnover will be outside the scope of the CSRD. For companies that are in scope, the European Commission will adopt a delegated act to revise and simplify the existing sustainability reporting standards (“ESRS”). The CSRD will now apply to (a) EU undertakings and non-EU issuers, who on an individual or group basis, have more than EUR 450 million net turnover and more than 1,000 employees on average during the financial year; and (b) non-EU ultimate parent undertakings that have more than EUR 450 million net turnover generated in the EU (individually or on a consolidated basis) for each of their last two consecutive financial years; and an EU subsidiary or a branch in the EU with more than EUR 200 million net turnover in the preceding financial year. New systems, personnel, data management systems and reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of CSRD compliance.

A new Corporate Sustainability Due Diligence Directive (“CSDDD”) was also adopted on July 25, 2024 as part of the Fit for 55 Package and establishes a corporate due diligence duty. CSDDD was to apply to large companies with more than 1,000 employees and the turnover threshold EUR450 million. However, following the approval of the Omnibus agreement on December, 16, 2025, CSDDD is now expected to apply from July 26, 2029 and the thresholds have now been revised to only apply to (a) EU undertakings that have or—if they are an ultimate parent undertaking, their group—has more than EUR 1.5 billion net turnover, and more than 5,000 employees on average during the financial year; and (b) non-EU undertakings that have or—if they are an ultimate parent undertaking, their group—has more than EUR 1.5 billion net turnover generated in the EU. The aim of CSDDD is to foster sustainable and responsible corporate behavior and to anchor human rights and environmental considerations in companies’ operations and corporate governance. The new rules endeavor to ensure that businesses address adverse impacts of their actions, including in their value chains inside and outside Europe. New systems, personnel, data management systems and reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of CSDDD compliance.

International Labor Organization

The International Labor Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006 (“MLC 2006”). A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships of 500 gross tonnage or greater and/or engaged in international trade. We believe that our vessels are in substantial compliance with and are certified to meet MLC 2006 and its amendments.

Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (this task having been delegated to the IMO), which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. On January 20, 2025, President Donald Trump signed an executive order initiating the United States’ withdrawal from the Paris Agreement, which took effect on January 27, 2026.

At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy for the reduction of greenhouse gas emissions from ships was approved. In accordance with this roadmap, at MEPC 80 in July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which revoked the 2018 initial strategy. The 2023 IMO GHG Strategy identifies a number of levels of ambition, including (1) decreasing the carbon intensity from ships through implementation of further phases of energy efficiency for new ships; (2) reducing carbon dioxide emissions from transport work, as an average across international shipping, by at least 40% by 2030, compared to 2008 and (3) adoption of zero or near-zero GHG emission technologies, fuels, and/or energy sources, striving to represent 10% of the energy sources used by international shipping by 2030; and (4) to reach net-zero GHG emissions by or around 2050. The IMO net-zero framework was approved by MEPC 83, including the new fuel standard for ships and a global pricing mechanism for emissions. These measures were submitted for adoption as legally binding, but in October 2025 the MEPC agreed to adjourn the meeting on adoption until 2026. The pricing mechanism could be in the form of a global carbon levy or in the form of a global emissions trading scheme thus removing the need for the existing fragmented and localized schemes as are present in the EU, China, Japan and Singapore. The UK too is considering introducing a UK-based emissions trading scheme (“UK ETS”) to apply from July 1, 2026 for ships above 5,000GT but for domestic voyages only (i.e. voyages taking place between two UK ports). These regulations could cause us to incur additional substantial expenses.

As noted above, at the MEPC 70 meeting in October 2016 adopted a mandatory data collection system (“DCS”) which requires ships above 5,000 gross tons to report consumption data for fuel oil, hours under way and distance travelled. Unlike the EU MRV (see below), the IMO DCS covers any maritime activity carried out by ships, including dredging, pipeline laying, ice-breaking, fish-catching and off-shore installations. The SEEMPs of all ships covered by the IMO DCS must include a description of the methodology for data collection and reporting. After each calendar year, the aggregated data is reported to the flag state. If the data has been reported in accordance with the requirements, the flag state issues a statement of compliance to the ship. Flag states subsequently transfer this data to an IMO ship fuel oil consumption database, which is part of the Global Integrated Shipping Information System platform. IMO will then produce annual reports, summarizing the data collected. Thus, currently, data related to the GHG emissions of ships above 5,000 gross tons calling at ports in the EEA must be reported in two separate, but largely overlapping, systems: the EU MRV, which has applied since 2018, and the IMO DCS – which has applied since 2019. The proposed revision of Regulation (EU) 2015/757 adopted on February 4, 2019 aims to align and facilitate the simultaneous implementation of the two systems however it is still not clear when the proposal will be adopted.

The IMO’s MEPC 76 adopted amendments to Annex VI requiring ships to reduce their greenhouse gas emissions. The Revised MARPOL Annex VI entered into force on November 1, 2022. The revised Annex VI includes carbon intensity measures (requirements for ships to calculate their EEXI) following technical means to improve their energy efficiency and to establish their annual operational carbon intensity indicator and rating. MEPC 79 adopted amendments to Annex VI to revise the IMO DCS and reporting requirements in connection with the implementation of the EEXI and the CII framework, these amendments became effective on May 1, 2024.

In 2021, the EU adopted a European Climate Law (Regulation (EU) 2021/1119), establishing the aim of reaching net zero greenhouse gas emissions in the EU by 2050, with an intermediate target of reducing greenhouse gas emissions by at least 55% by 2030, compared to 1990 levels. In July 2021, the European Commission launched the Fit for 55 (described above) to support the climate policy agenda. Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information. As previously discussed, regulations relating to the inclusion of greenhouse gas emissions from the maritime sector in the European Union’s carbon market are also forthcoming.

In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources and proposed regulations to limit greenhouse gas emissions from large stationary sources. The EPA or individual U.S. states could enact environmental regulations that could negatively affect our operations. For example, the EPA held a public hearing in January 2023 on a proposal to achieve comprehensive emissions reductions and in December 2023, issued a final rule to sharply reduce emissions of methane and other air pollution from oil and natural gas operations, including storage vessels. In 2024, the EPA issued a final Waste Emissions Charge rule to reduce methane emissions, applicable to waste emissions from high-emitting oil and gas facilities. On March 14, 2025, a joint Congressional resolution, signed by President Trump, disapproved the 2024 Waste Emissions Charge Rule, such that it is no longer in effect. The EPA is evaluating options and obligations with respect to implementing Clean Air Act section 136(c-g) (pertaining to methane emissions and waste reduction).

Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures, which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or certain weather events.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S. Maritime Transportation Security Act of 2002 (“MTSA”).

To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.

Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facilities Security Code (the “ISPS Code”). The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at, a port until they obtain an ISSC. The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore and, in our case, our Fleet Manager; the development of vessel security plans; ship identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements.

The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant negative financial impact on us.

All vessels have been issued with ISSC, which is subject to verifications that have ensured that the security system and any associated security equipment of the vessel fully complies with the applicable requirements of MTSA and the ISPS Code, is in satisfactory condition and fit for the service for which the vessel is intended.

The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and the Red Sea and the Arabian Sea areas and the West Africa area including the Gulf of Guinea. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly affect our business. Costs are incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP Maritime Security Guidelines.

Inspection by Classification Societies

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified “in class” by a classification society that is a member of the International Association of Classification Societies (“IACS”). The IACS has adopted harmonized Common Structural Rules (the “Rules”), which apply to oil tankers and bulk carriers constructed on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. All of our vessels are certified as being “in class” by their respective Classification Societies (e.g., DNV, American Bureau of Shipping, Lloyd’s Register of Shipping).

A vessel must undergo annual surveys, intermediate surveys, dry-dockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be dry-docked every 30 to 36 months for inspection of the underwater parts of the vessel. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, dry-docking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable, which could cause us to be in violation of certain covenants in our financing arrangements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon shipowners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. We carry insurance coverage as customary in the shipping industry. However, not all risks can be insured, specific claims may be rejected and we might not be always able to obtain adequate insurance coverage at reasonable rates.

Hull & Machinery and War Risks Insurances

We maintain marine hull and machinery and war risks insurances, which include the risk of actual or constructive total loss, for our vessels. Our vessels are covered up to at least their fair market value with a deductible of $150,000 per incident. We also maintain increased value coverage for our vessels. Under this increased value coverage, in the event of total loss of the relevant vessel, we will be able to recover the sum insured under the increased value policy in addition to the sum insured under the hull and machinery policy. Increased value insurance also covers excess liabilities which are not recoverable under our hull and machinery policy by reason of under insurance.

Protection and Indemnity Insurance

Protection and indemnity insurance, provided by mutual protection and indemnity associations (“P&I Associations”), covers our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses of injury, illness or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property such as fixed and floating objects, pollution arising from oil or other substances, salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or “clubs.”

Our coverage limit is as per International Group’s rules, where there are standard sub-limits for oil pollution at $1 billion, passenger liability at $2 billion and seamen liabilities at $3 billion. The 12 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities in excess of each association’s own retention of $10 million up to, currently, approximately $8.9 billion. As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group.

Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels and other vessels we may acquire. The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel’s crew and the age of a vessel. We believe that we have obtained all permits, licenses and certificates currently required to permit our vessels to operate as planned. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business in the future.

C.	Organizational Structure

Rubico Inc. is the owner of all of the issued and outstanding shares of Athenean Empire Inc., Roman Empire Inc. and Roman Shark IX Inc., each incorporated under the laws of the Republic of the Marshall Islands. Rubico Inc. was incorporated on August 11, 2022 as Central Tactical Acquisitions Inc. and on March 3, 2023 its articles of incorporation were amended to effect a change in the name of the corporation to Rubico Inc.

D.	Competition

We operate in markets that are highly competitive, particularly in the tanker industry where ownership of tanker vessels is highly fragmented. Although we believe that at the present time no single company has a dominant position in the markets in which we operate, that could change and we may face substantial competition for charters from a number of established companies who may have greater resources or experience.

The process of obtaining new employment for our fleet generally involves intensive screening, and competitive bidding, and often extends for several months. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as based on customer relationships and our reputation as an owner and operator. Demand for tankers fluctuates in line with the main patterns of trade for the cargoes transported by our vessels and varies according to supply and demand for such refined petroleum products.

E.	Property, Plants and Equipment

We do not own any real estate property. We maintain our principal executive offices at 20 Iouliou Kaisara Str, 19002, Paiania, Athens, Greece. Other than our vessels, we do not have any material property. See “Item 4. Information on the Company—B. Business Overview—Our Fleet.”

ITEM 4A.	UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of the results of our operations and our financial condition should be read in conjunction with the financial statements and the notes to those statements included in “Item 18. Financial Statements.”

For a discussion of our results for the year ended December 31, 2023 compared to the year ended December 31, 2024, please see the section following the discussion of the Year ended December 31, 2022 compared with year ended December 31, 2023 under “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Results of Operations” and “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” contained in the registration statement on Form 20-F filed by Rubico Inc. with the SEC on June 4, 2025.

This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth in “Item 3. Key Information–D. Risk Factors.”

A.	Operating Results

Factors Affecting our Results of Operations

We believe that the important measures for analyzing trends in the results of our operations consist of the following:

Calendar days. We define calendar days as the total number of days the vessels were in our possession for the relevant period. Calendar days are an indicator of the size of

      our fleet during the relevant period and affect both the amount of revenues and expenses that we record during that period.

Available days. We define available days as the number of calendar days less the aggregate number of days that our vessels are off-hire due to scheduled repairs, or

      scheduled guarantee inspections in the case of new buildings, vessel upgrades or special or intermediate surveys and the aggregate amount of time that we spend positioning our vessels. Companies in the shipping industry generally use available
      days to measure the number of days in a period during which vessels should be capable of generating revenues. Our calculation of Available Days may not be comparable to that reported by other companies due to differences in methods of
      calculation.

Operating days. We define operating days as the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen

      technical circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period that our vessels actually generate revenues. Our calculation of Operating Days may not be comparable to that reported by other
      companies due to differences in methods of calculation.

Fleet utilization. We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during that period. The shipping

      industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or scheduled guarantee
      inspections in the case of new buildings, vessel upgrades, special or intermediate surveys and vessel positioning. We believe monitoring Fleet utilization assists management in making decisions regarding areas where we may be able to improve
      efficiency and increase revenue and as such provides useful information to investors regarding the efficiency of our operations.

TCE Revenues / TCE Rates. We define TCE or time charter equivalent revenues as revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel

      costs that are unique to a particular voyage, which would otherwise be paid by a charterer under a time charter, as well as commissions. We believe that presenting revenues net of voyage expenses neutralizes the variability created by unique
      costs associated with particular voyages or the deployment of vessels on the spot market and facilitates comparisons between periods on a consistent basis. We calculate daily TCE rates by dividing TCE revenues by operating days for the relevant
      time period. TCE revenues include demurrage revenue, which represents fees charged to charterers associated with our spot market voyages when the charterer exceeds the agreed upon time required to load or discharge a cargo. Our calculation of TCE
      may not be similar to other method of calculation of other companies.

In the shipping industry, economic decisions are based on vessels’ deployment upon anticipated TCE rates, and industry analysts typically measure shipping freight rates in terms of TCE rates. This is because under time-charter and bareboat contracts the customer usually pays the voyage expenses, while under voyage charters the ship-owner usually pays the voyage expenses, which typically are added to the hire rate at an approximate cost. Consistent with industry practice, we use TCE rates because it provides a means of comparison between different types of vessel employment and, therefore, assists our decision-making process.

In evaluating our financial condition, we focus on the below measures to assess our historical operating performance and we use future estimates of the same measures to assess our future financial performance. In assessing the future performance of our fleet, the greatest uncertainty relates to future charter rates at the expiration of a vessel’s present period employment, whether under a time charter or a bareboat charter. Decisions about future purchases and sales of vessels are based on the availability of excess internal funds, the availability of financing and the financial and operational evaluation of such actions and depend on the overall state of the shipping market and the availability of relevant purchase candidates.

Time Charter Revenues

Our time charter revenues are driven primarily by the number and size of vessels in our fleet, the number of operating days during which our vessels generate revenues and the amount of daily charterhire that our vessels earn under charters, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry-dock undergoing repairs, maintenance and upgrade work, the duration of the charter, the age, condition and specifications of our vessels, levels of supply and demand in the global transportation market for oil and other factors affecting spot market charter rates such as vessel supply and demand imbalances.

Vessels operating on period charters, time charters or bareboat charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the short-term, or spot, charter market during periods characterized by favorable market conditions. Vessels operating in the spot charter market, either directly or through a pool arrangement, could generate revenues that are less predictable, but could enable us to capture increased profit margins during periods of improvements in charter rates, although we could be exposed to the risk of declining charter rates, which could have a materially adverse impact on our financial performance. If we employ vessels on period charters, future spot market rates may be higher or lower than the rates at which we have employed our vessels on period time charters.

Under a time charter, the charterer typically pays us a fixed daily charter hire rate and bears all voyage expenses, including the cost of bunkers (fuel oil) and port and canal charges. We remain responsible for paying the chartered vessel’s operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses, and we also pay commissions to CSI, one or more unaffiliated ship brokers and in-house brokers associated with the charterer for the arrangement of the relevant charter.

Under a bareboat charter, the vessel is chartered for a stipulated period of time, which gives the charterer possession and control of the vessel, including the right to appoint the master and the crew. Under bareboat charters, all voyage and operating costs are paid by the charterer.

As of the date of this Annual Report, all of our vessels are bareboat chartered-in under our SLB agreements, which are accounted for as financings. We may in the future operate vessels in the spot market until the vessels have been chartered under appropriate medium to long-term charters.

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes and value added tax, or VAT, and other miscellaneous expenses. We analyze vessel operating expenses on a U.S. dollar per day basis. Additionally, vessel operating expenses can fluctuate due to factors beyond our control, such as unplanned repairs and maintenance attributable to damages or regulatory compliance and factors which may affect the shipping industry in general, such as developments relating to insurance premiums, or developments relating to the availability of crew.

Voyage Expenses

Voyage expenses primarily consist of port charges, including canal dues, bunkers (fuel costs) and commissions. All these expenses, except commissions, are paid by the charterer under a time charter or bareboat charter contract. The amount of voyage expenses are primarily driven by the routes that the vessels travel, the amount of ports called on, the canals crossed and the price of bunker fuels paid.

Dry-docking Costs

Dry-docking costs relate to regularly scheduled intermediate survey or special survey dry-docking necessary to preserve the quality of our vessels as well as to comply with international shipping standards and environmental laws and regulations. Dry-docking costs can vary according to the age of the vessel, the location where the dry-dock takes place, shipyard availability, local availability of manpower and material, and the billing currency of the yard. Please see “Item 18. Financial Statements—Note 2—Significant Accounting Policies.” In the case of tankers, dry-docking costs may also be affected by new rules and regulations. For further information please see “Item 4. Information on the Company—B. Business Overview—Environmental Regulations.”

Management Fees—Related Party

As from May 28, 2020, Athenean Empire Inc. and Roman Empire Inc, our vessel owning subsidiaries, have outsourced to CSI, a related party controlled by the family of Mr. Evangelos J. Pistiolis, all operational, technical and commercial functions relating to the chartering and operation of M/T’s Eco Malibu and Eco West Coast. On March 18, 2026 the Newbuilding MR SPV entered into a Management agreement with CSI to outsource all operational, technical and commercial functions relating to the chartering and operation of the Newbuilding MR Tanker. Since July 15, 2025, we have outsourced all operational, technical and commercial functions relating to the chartering and operation of our current and any future vessels to CSI, pursuant to a letter agreement between CSI and Rubico Inc. See “Item 7. Major shareholders and related party transactions — B. Related Party Transactions”.

General and Administrative Expenses

General and administrative expenses during the year ended December 31, 2024 and for the period from January 1, 2025 up to the Spin-Off distribution date represent an allocation of the expenses incurred by our Former Parent based on the number of calendar days of our vessels to total calendar days of the Former Parent’s fleet. These expenses consisted mainly of executive compensation (including bonuses), professional fees, utilities and directors’ liability insurance.

Our general and administrative expenses after the Spin-Off distribution date include executive compensation paid to Central Mare for the compensation of our executive officers and a number of administrative staff, legal and auditing costs, regulatory compliance costs, other miscellaneous office expenses and corporate overhead. Central Mare provides the services of the individuals who serve in the positions of Chief Executive Officer and Chief Financial Officer as well as a number of administrative employees. For further information please see “Item 18. Financial Statements—Note 5—Transactions with Related Parties.”

A portion of our general and administrative expenses is denominated in Euros and is therefore affected by the conversion rate of the U.S. dollar versus the Euro

Inflation

Although inflation has had a moderate impact on our vessel operating expenses and corporate overheads, management does not consider inflation to be a significant risk to direct costs in the current and foreseeable economic environment. It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few years. Oil transportation is a specialized area and the number of vessels is increasing. There will therefore be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs. However, in a shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn.

Interest and Finance Costs

We incur interest expense on outstanding indebtedness under our financing facilities, which we include in interest and finance costs. We also incur finance costs in establishing those facilities which are deferred and amortized over the period of the respective facility. The amortization of such finance costs is presented in interest and finance costs.

Main components of managing our business and main drivers of profitability

The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires the following main components:

•	management of our financial resources, including banking relationships, i.e., administration of bank loans, sale and leasebacks and bank accounts;
•	management of our accounting system and records and financial reporting;
---	---
•	administration of the legal and regulatory requirements affecting our business and assets; and
---	---
•	management of the relationships with our service providers and customers.
---	---

The principal factors that affect our profitability, cash flows and shareholders’ return on investment include:

•	charter rates and periods of charter hire for our tankers;
•	utilization of our tankers (earnings efficiency);
---	---
•	levels of our tankers operating expenses and dry-docking costs;
---	---
•	depreciation and amortization expenses;
---	---
•	financing costs; and
---	---
•	fluctuations in foreign exchange rates.
---	---
	Year ended December 31,						change YE24 v YE25
---	---	---	---	---	---	---	---	---	---	---
	2024			2025					%
Revenues		24,205			23,523			)	-3	%
EXPENSES:
Voyage expenses		495			596				20	%
Vessel operating expenses		4,655			4,396			)	-6	%
Vessel depreciation		4,181			4,180			)	0	%
Management fees-related party		567			688				21	%
General and administrative expenses		1,887			1,263			)	-33	%
Operating income		12,420			12,400			)	0	%
OTHER EXPENSES:
Interest and finance costs		(6,501	)		(8,262	)		)	27	%
Loss on derivative financial instruments		-			(1,555	)		)	-100	%
Interest income		25			62				148	%
Total other expenses, net		(6,476	)		(9,755	)		)	51	%
Net Income		5,944			2,645			)	-56	%

All values are in US Dollars.

Year on Year Comparison of Operating Results

During the year ended December 31, 2025, revenues, voyage expenses, vessel operating expenses, vessel depreciation and management fees-related party remained approximately on the same levels as during the year ended December 31, 2024; since the Company’s fleet was the same in both years, the vessels remained on the same time-charters and their utilization did not materially vary between the years.

General and administrative expenses

Our general and administrative expenses for the year ended December 31, 2025 include expenses incurred following the Spin-Off date (August 1, 2025 to December 31, 2025) as a result of operating as a separate public company, as well as an allocation of the Former Parent’s general and administrative expenses. This allocation for the period from January 1 to July 31, 2025 was based on the proportion of ownership days of our fleet vessels relative to the total ownership days of the Former Parent’s fleet. Accordingly, comparison to the 2024 period, during which all general and administrative expenses were fully allocated from the Former Parent, does not provide a meaningful basis for comparison.

Interest and finance costs

During the year ended December 31, 2025, interest and finance costs increased by $1.8 million, or 27%, compared to the same period in 2024. The increase was primarily driven by the refinancing of all our vessels in November 2025, which resulted in an aggregate increase in outstanding debt of $10.4 million at the time of refinancing. This refinancing resulted in the acceleration of finance charges related to the AVIC SLB of $0.8 million, as well as $0.7 million of debt prepayment fees. In addition, during 2025, we accelerated $0.5 million of deferred charges and incurred $0.2 million of prepayment fees in connection with the Top Ships Bridge Loan (as defined below) and Tribus Bridge Loan (as defined below), which were both drawn and fully repaid within the year (see “Debt Facilities” below). Interest and finance costs for the year ended December 31, 2025 also include $0.6 million of expenses incurred in connection with the November Offering accounted as interest and finance costs (see “Item 18. Financial Statements—Note 9—Stockholders’ Equity”), which were not incurred in 2024. These increases were partially offset by a $1.0 million decrease in interest expense resulting from a 0.96% decline in the average SOFR rate in 2025 compared to 2024 and lower average outstanding debt due to scheduled loan repayments.

Loss on derivative financial instruments

A loss on derivative financial instruments of $1.5 million reflects the loss recognized on the initial measurements of the Class A and Representative’s Warrants from the Company’s November Offering, net of the gains recognized on subsequent remeasurements of their fair values upon each settlement date (please see “Item 18. Financial Statements—Note 9—Equity”).

Implications of Being an Emerging Growth Company

We had less than $1.235 billion in revenue during our last fiscal year, which means that we qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

•	exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal controls over financial reporting under Section 404(b) of Sarbanes- Oxley;
•	exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be<br> required to provide additional information about the audit and financial statements.
---	---

We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company if, among other things, we have more than $1.235 billion in “total annual gross revenues” during the most recently completed fiscal year. We may choose to take advantage of some, but not all, of these reduced burdens. For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies. We are choosing to “opt out” of the extended transition period relating to the exemption from new or revised financial accounting standards and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth public companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

B.	Liquidity and Capital Resources

Since our formation, our principal sources of funds have been funds in the form of equity or working capital provided by our Former Parent, equity capital raised from our shareholders through public and private issuances of equity and equity-linked securities, operating cash flows, long-term borrowings, including SLBs and short-term borrowings. Our principal use of funds has been capital expenditures to acquire and build our vessels, maintain the quality of our vessels, comply with international shipping standards and environmental laws and regulations and fund working capital requirements.

Our business is capital intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition of newer vessels and the selective sale of older vessels. Future acquisitions are subject to management’s expectation of future market conditions, our ability to acquire vessels on favorable terms and our liquidity and capital resources.

As of December 31, 2024, we had an indebtedness of $75.8 million, which after excluding unamortized financing fees amounts to a total indebtedness of $77.4 million. As of December 31, 2024, our cash and cash equivalent balances amounted to $2.2 million, held in U.S. dollar accounts, $1.0 million of which were classified as restricted cash.

As of December 31, 2025, we had an indebtedness of $82.3 million, which after excluding unamortized financing fees amounts to a total indebtedness of $83.6 million. As of December 31, 2025, our cash and cash equivalent balances amounted to $4.9 million, held in U.S. dollar accounts, $0.9 million of which are classified as restricted cash.

As of the date of this Annual Report, we have contractual obligations for the acquisition of the Newbuilding MR Tanker of $45.2 million ($6.8 million payable in 2026, $4.5 million payable in 2028 and $33.9 million payable in 2029). Those commitments are financed at 85% as a result of the conclusion of a sale and leaseback financing agreement with a major Chinese leasing company. Moreover, in connection with the Newbuilding MR SPA we had an additional contractual obligation to Central Mare amounting to $4.2 million payable in 2026, that was settled upon consummation of the Newbuilding MR SPA, on March 18, 2026, upon issuance of 4,236 of our Series G Preferred Shares, therefore no cash outflow was required. In addition, upon consummation of the Newbuilding Yacht SPA, our contractual commitment for the acquisition of the Newbuilding Yacht will be Euro 35.5 million or $41.7 million (Euro 18.0 million or $21.1 million payable in 2026 and Euro 17.5 million or $20.5 million payable in 2027), by applying a Euro to U.S. dollar rate of 1.17. Furthermore, we will have additional contractual obligations to the Former Parent (the seller) under the Newbuilding Yacht SPA amounting to $14.5 million, payable in installments over a period ending no later than October 2026. The seller pursuant to the Newbuilding Yacht SPA, under certain circumstances, can demand settlement in the form of newly issued Series E Preferred Shares and thus for the portion settled as such, no cash outflow will be required (please see “Item 18. Financial Statements—Note 5—Transactions with Related Parties”). We expect to finance our liquidity needs and our unfinanced contractual commitments with operational cash flow, debt or equity issuances or a combination thereof. As of the date of this Annual Report, we are in discussions with a number of banks for financing the Newbuilding Yacht. If we are unable to arrange debt or equity financing, it is probable that we may also consider selling a vessel or the Newbuilding Yacht. Any capital commitments in connection with the Newbuilding Yacht will be non-recourse to us, as the commitments will not be guaranteed by us. Hence, we believe we will be able to finance our obligations that become due in the twelve-month period ending one year after December 31, 2025.

Working Capital Requirements and Sources of Capital

As of December 31, 2025, we had a working capital deficit (current assets less current liabilities) of $3.0 million, which includes an amount of $2.1 million of unearned revenue. This amount represents current liabilities that do not require future cash settlement. For the year ended December 31, 2025 we realized a net income of $2.6 million and generated cash flow from operations of $11.3 million.

In addition, as of  December 31, 2025 we did not have any contractual commitments for the following 12 months. However, subsequent to December 31, 2025, the Newbuilding MR SPA was consummated and, as a result, we assumed commitments of approximately $6.8 million relating to the Newbuilding MR Tanker that fall within the 12-month period following December 31, 2025. Of this amount, approximately $5.8 million is financed pursuant to the sale and leaseback financing we entered into in connection with our acquisition of the Newbuilding MR SPV. Furthermore, upon consummation of the Newbuilding Yacht SPA, we will have contractual commitments for the Newbuilding Yacht of Euro 18.0 million or $21.1 million and additional contractual obligations to the seller under the Newbuilding Yacht SPA, our Former Parent, amounting to $18.5 million, out of which $4.0 million has already been settled as of the date of this annual report. The seller pursuant to the Newbuilding Yacht SPA, under certain circumstances, can demand settlement in the form of newly issued Series E Preferred Shares and thus for the portion settled as such, no cash outflow will be required.

In our opinion we will be able to finance our working capital deficit and our obligations as they come due in the twelve-month period ending one year after December 31, 2025.

Our operating cash flow for the remainder of 2026 is expected to decrease compared to the same period in 2025, because (i) all of our vessels will undergo drydocking during 2026 and (ii) the fact that, on November 21, 2025, we extended the duration of the fixed term of the time charter parties for both of our vessels, albeit at a lower daily charter rate (from $32,850 to $29,990), effective in January 2026. These decreases are expected to be partially offset by reduced financing costs, as, during 2025, refinancing our debt led to increased debt prepayment fees of $0.9 million. These increased debt prepayment fees include the effects of prepaying the Top Ships Bridge Loan and Tribus Bridge Loan (See Debt Facilities below).

Our medium and long-term liquidity requirements relate to the operation and maintenance expenditure of our vessels, the contractual commitments for the construction of the Newbuilding MR Tanker, the commitments upon consummation of the Newbuilding Yacht SPA and potential asset acquisitions. Sources of funding for our medium and long-term liquidity requirements include cash flows from operations, new debt financing and proceeds from equity offerings.

Cash Flow Information

Cash and cash equivalents and restricted cash were $3.8 million, $2.2 million and $4.9 million as of December 31, 2023, 2024 and 2025, respectively.

Net Cash from Operating Activities.

Net cash provided by operating activities increased by $0.8 million or 7.9% in the year ended December 31, 2025 compared to the year ended December 31, 2024.

Adjustments to reconcile net income to net cash provided by operating activities for the year ended December 31, 2025 totaled $8.8 million. This consisted mainly of $4.2 million of depreciation expenses, $1.6 from a change in the fair value of financial instruments, $1.4 million of amortization and acceleration of deferred financing costs, $0.9 million of debt prepayment fees and $0.7 million of offering costs expensed attributable to warrants treated as liability. The cash inflow from operations was increased by a $2.1 million increase in current liabilities and offset by a $2.2 million increase in current assets.

Adjustments to reconcile net income to net cash provided by operating activities for the year ended December 31, 2024 totaled $4.6 million. This consisted mainly of $4.2 million of depreciation expenses and $0.2 million of amortization of deferred financing costs. The cash inflow from operations was increased by a $0.7 million increase in current liabilities and offset by a $0.5 million increase in current assets.

Net Cash from Investing Activities.

Net cash used in investing activities in the year ended December 31, 2025 was $19.9 million, which related to cash used in the acquisition of the Newbuilding Yacht from the Former Parent and related deferred charges.

There was no net cash used in or provided by investing activities in the years ended December 31, 2024.

Net Cash from Financing Activities.

Net cash provided by financing activities in the year ended December 31, 2025 was $11.3 million, consisting of $84.0 million of proceeds from long term debt, $20.5 million of proceeds from related party debt, $12.2 million of proceeds from issuance of our common stock and warrants net of equity issuance costs, offset by $73.6 million of long-term debt prepayments, $20.5 million of related party debt prepayments, $5.0 million of distributions to the Former Parent, $4.2 million of principal payments of long-term debt, $0.9 million of debt prepayment fees and $1.1 million payments of financing costs.

Net cash used in financing activities in the period ended December 31, 2024 was $12.1 million, consisting of $7.6 million of principal payments of long-term debt, $4.4 million of net advances to the Former Parent and $0.1 million payments of financing costs.

Debt Facilities

For a more complete description of debt facilities entered into in the year ended December 31, 2025 as well as for a description of debt facilities entered into before the year ended December 31, 2025 please see “Item 18. Financial Statements—Note 7—Debt.”.

Prepayments of Financings Committed under Sale and Leaseback Agreements

AVIC SLB

On December 14, 2023 we consummated an SLB with AVIC in the amount of $41.0 million (the “AVIC SLB”), for the purpose of refinancing the indebtedness secured by the M/T Eco West Coast. We bareboat chartered back the vessel for a period of ten years at bareboat hire rates comprising 120 consecutive monthly installments of $0.18 million and a balloon payment of $19.0 million payable together with the last installment, plus interest based on Term SOFR plus 2.65% per annum. As part of this transaction, we had continuous options to buy back the vessel at purchase prices stipulated in the bareboat agreement depending on when the option would be exercised. At the end of the ten-year period, we had an obligation to buy back the vessel at a cost represented by the balloon payment. On November 6, 2025 we purchased the M/T Eco West Coast for $36.8 million by exercising our purchase option with part of the proceeds from the New Huarong Facility.

Huarong SLB

On December 20, 2023, we consummated an SLB with Huarong in the amount of $41.0 million, for the purpose of refinancing the indebtedness secured by the M/T Eco Malibu. We bareboat chartered back the vessel for a period of ten years at bareboat hire rates comprising 120 consecutive monthly installments of $0.18 million and a balloon payment of $19.0 million payable together with the last installment, plus interest based on Term SOFR plus 2.50% per annum. As part of this transaction, we had continuous options to buy back the vessel at purchase prices stipulated in the bareboat agreement depending on when the option would be exercised. At the end of the ten-year period, we had an obligation to buy back the vessel at a cost represented by the balloon payment. On November 12, 2025 we purchased the M/T Eco Malibu for $36.8 million by exercising our purchase option. Following the exercise of the purchase option, which was funded with cash and the proceeds of the Top Ships Bridge Loan and Tribus Bridge Loan (see “—New Facilities” below), we concluded an SLB with the same institution (see “—New Huarong Facility”).

New Facilities

Top Ships Inc. bridge loan (“Top Ships Bridge Loan”) and Tribus Sororibus Lax Inc. bridge loan (“Tribus Bridge Loan”)

On November 7, 2025, we entered into two unsecured short-term credit facilities for (i) up to $9.0 million with Top Ships Inc. and (ii) up to $11.5 million with Tribus Sororibus Lax Inc. (“Tribus”), a related party affiliated with Mr. Evangelos J. Pistiolis, for the purpose of partially financing the purchase of M/T Eco Malibu following the exercise of our purchase option under the Huarong SLB (see “Huarong SLB”). Our controlling shareholder is a trust established for the benefit of certain members of the family of Mr. Evangelos J. Pistiolis. Under the Top Ships Bridge Loan and Tribus Bridge Loan we drew down $9.0 million and $11.5 million, respectively, on November 7, 2025. We prepaid both the Top Ships Bridge Loan and the Tribus Bridge Loan on November 12, 2025, upon the consummation of the New Huarong Facility for M/T Eco Malibu. Both the Top Ships Bridge Loan and the Tribus Bridge Loan bore interest of 6.0% per annum, arrangement fees of 2.0% and prepayment fees of 1.0%, in case we prepaid the outstanding balance before its original maturity of 90 days after the drawdown date.

New Financings Committed under Sale and Leaseback Agreements

New Huarong Facility

On November 6, 2025 and November 12, 2025, we consummated SLBs with Huarong in the aggregate amount of $84.0 million ($42.0 million per vessel) for the purpose of refinancing the M/Ts Eco West Coast and Eco Malibu, respectively. The duration of the New Huarong Facility is for ten years and we have continuous options, after the first year, to buy back the vessels at purchase prices stipulated in the New Huarong Facility, depending on when the option will be exercised. At the end of the 10-year period, we have an obligation to buy back the vessels for $20.0 million for M/T Eco West Coast and $19.0 million for M/T Eco Malibu. The New Huarong Facility has similar customary covenants and termination event clauses as the SLBs that preceded them, as further described in “Item 18. Financial Statements—Note 7—Debt.”

Newbuilding MR Facility

On February 20, 2026, we entered the Newbuilding MR SPA. As a condition to closing of the acquisition of the Newbuilding MR SPV, the seller has arranged for a sale and leaseback financing agreement with a major Chinese leasing company. This Newbuilding MR Facility amounts to, in aggregate, 85% of the pre-delivery installments payable under the shipbuilding contract. The aggregate amount of pre-delivery installments payable under the shipbuilding contract is $45.2 million. The Newbuilding MR Facility bears an effective interest rate of Term SOFR plus a margin of 1.80%. Under this financing, upon delivery of the vessel, we will make quarterly installment payments of $0.5 million over a period of 10 years with a balloon payment of $18.2 million payable together with the last installment. In addition, we have provided a corporate guarantee in favor of the leasing company.

Covenant Compliance

As of the date of this annual report we are in compliance with all covenants in the New Huarong Facility and Newbuilding MR Facility.

C.	Research and development, patents and licenses, etc.

Not applicable.

D.	Trend Information

Our results of operations depend primarily on the charter rates earned by our vessels. Over the course of 2025, the BDTI reached a high of 1,468 and a low of 799 while the BCTI reached a high of 885 and a low of 534. Historically and even more so since the start of the financial crisis in 2008 the performance of the BDTI has been characterized by high volatility. Although the BDTI was 2,586 as of March 13, 2026, there can be no assurance that the tanker charter market will continue to increase, and the market could again decline.

The war in Ukraine has amplified the volatility in the tanker market. In the short term, the effect of the invasion of Ukraine has been positive for the tanker market, yet the overall longer-term effect on ton-mile demand is uncertain given that cargoes exported previously from Russia will need to be substituted by cargoes from different sources due to the oil and oil products embargo enacted by the United States, the European Union and the United Kingdom.

In addition, the continuing war in Ukraine led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia. Whether the present dislocation in the markets and resultant inflationary pressures will transition to a long-term inflationary environment is uncertain, and the effects of such a development on charter rates, vessel demand and operating expenses in the sector in which we operate are uncertain. As described above, the initial effect of the invasion in Ukraine on the tanker freight market was positive, despite the short-term volatility in charter rates and increases on specific items of operating costs. If these conditions are sustained, the longer-term net impact on the tanker market and our business would be difficult to predict. However, such events may have unpredictable consequences, and contribute to instability in the global economy, a decrease in supply or cause a decrease in worldwide demand for certain goods and, thus, shipping. Regarding the possible impact of supply chain disruptions that have or may emanate from the military conflict in Ukraine, our operations have not been affected materially and we do not expect them to be in the future.

The ongoing military conflict between Israel and Hamas has had a direct and indirect impact on the trade of crude oil and refined petroleum products. In addition, since November 2023, vessels in and around the Red Sea have faced an increasing number of attempted hijackings and attacks by drones and projectiles launched from Yemen which armed Houthi groups have claimed responsibility for and which have resulted in casualties and sunken or damaged vessels. Under a May 2025 agreement, the Houthi militant group declared that it would stop targeting most commercial ships crossing the Red Sea, although in July 2025 the Houthis pledged to target ships belonging to any company that conducts business with Israeli ports, and in September 2025 used a cruise missile and two drones to target a container ship. On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas, which, if sustained, could reduce regional instability in the Eastern Mediterranean. However, whether the ceasefire will be sustained or will result in a lasting de-escalation of tensions in the region is unknown. Such events may have unpredictable consequences and contribute to instability in the global economy or cause a decrease in worldwide demand for certain goods and, thus, shipping. Heightened security risks because of attacks on merchant vessels transiting through the Red Sea to or from the Suez Canal has led to an increase in ton-mile demand for vessels as more vessel owners are opting to re-route their vessels around the Cape of Good Hope.

In general, war and global conflicts can have direct and indirect impact on the trade of crude oil and refined petroleum products. The effect, if any, of any particular war or conflict is hard to predict in consequences, severity and length of time, but could have an impact on shipping and the tanker market.

Inflation has had a moderate impact on our vessel operating expenses and corporate overheads. It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few years. Oil transportation is a specialized area and the number of vessels is increasing. There will therefore be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs. However, in a shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn.

Significant changes or developments in U.S. laws and policies, such as laws and policies surrounding international trade, foreign affairs and investment in the territories and countries where we or our customers operate, or the perception that they may occur, can depress shipping demand and amplify volatility in the tanker market. In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits. Many of these reciprocal tariffs went into effect in August 2025. Some of these tariffs, including the 10% baseline tariff, were imposed under the International Emergency Economic Powers Act (the “IEEPA”). In February 2026, the Supreme Court of the United States struck down the tariffs imposed via the IEEPA. Although the IEEPA tariffs were ruled illegal, tariffs imposed through other measures still remain in effect. Further, President Trump, using the Trade Act of 1974, has implemented temporary, 150-day 10% tariff on all imports. The tariff imposed under the Trade Act of 1974 are set to expire on July 24, 2026, and the Trump administration may increase the tariff to 15%. The scope and durability of current and future tariff measures is uncertain. Increased tariffs by the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.

For further discussion of industry trends, refer to industry disclosure under “Item 4. Information on the Company—B. Business Overview.”

EBITDA and Adjusted EBITDA

EBITDA represents net income before interest income and expense, income taxes, depreciation and amortization. Adjusted EBITDA represents net income before interest income and expense, income taxes, depreciation, amortization and loss on derivative financial instruments. We believe that EBITDA and Adjusted EBITDA assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. EBITDA and Adjusted EBITDA are also used: (i) by prospective and current customers as well as potential lenders to evaluate potential transactions; and (ii) to evaluate and price potential acquisition candidates. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. Our EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies due to differences in methods of calculation.

EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are: (i) EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, working capital needs; and (ii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such capital expenditures. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as principal indicators of our performance.

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

	YEAR ENDED DECEMBER 31,
(Expressed in thousands of U.S. dollars)	2023			2024			2025
Net Income		6,631			5,944			2,645
Add: Vessel depreciation		4,480			4,181			4,180
Add: Interest and finance costs		5,867			6,501			8,262
Less: Interest Income		(62	)		(25	)		(62	)
EBITDA		16,916			16,601			15,025
Add: Loss on derivative financial instruments		-			-			1,555
Adjusted EBITDA		16,916			16,601			16,580

Performance Indicators

The figures shown below are non-GAAP financial and non-financial statistical metrics used by management to measure performance of our vessels. For the “Fleet Data” figures, there are no comparable U.S. GAAP measures.

	YEAR ENDED DECEMBER 31,
(Expressed in thousands of U.S. dollars, except for daily rates)	2023			2024			2025
Fleet Data:
Calendar days		730			732			730
Available days		730			732			730
Operating days		730			732			719
Fleet utilization		100.00	%		100.00	%		98.49	%
Average Daily Results:
TCE rate		32,836			32,391			31,887
Daily Vessel Operating Expenses		6,597			6,359			6,022

Time charter equivalent rate, or TCE rate, is a metric of the average daily revenue performance of a vessel. Our definition of TCE may not be the same as reported by other companies in the shipping industry or other industries. Our method of calculating TCE rate is determined by dividing TCE revenues by operating days for the relevant time period. TCE revenues are revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, but are payable by us in the case of a voyage charter, as well as commissions. TCE revenues and TCE rate, which are standard shipping industry performance metrics, provide additional supplemental information in conjunction with shipping revenues, the most directly comparable U.S. GAAP measure. We use TCE rates and TCE revenues to compare period-to-period changes in our performance and it assists investors and our management in evaluating our financial performance. The following table reconciles our net revenues from vessel to TCE rate.

We define vessel operating expenses to include crew wages and related costs, spares and consumable stores, insurance, maintenance and repairs and registration, taxes and other related expenses. Daily vessel operating expenses are calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period. Our ability to control our fixed and variable expenses, including our daily vessel operating expenses, also affects our financial results.

	YEAR ENDED DECEMBER 31,
(Expressed in thousands of U.S. dollars, except for daily rates)		2023		2024		2025
Revenues		24,478		24,205		23,523
Less: Voyage expenses		(508	)	(495	)	(596	)
Time charter equivalent revenues		23,970		23,710		22,927
Operating days		730		732		719
Daily time charter equivalent rate		32,836		32,391		31,887
E.	Critical Accounting Estimates
---	---

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.

Critical accounting estimates are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. We have described below what we believe is our most critical accounting estimate, because it generally involves a comparatively higher degree of judgment in its application. For a description of all our significant accounting policies, see Note 2 to our consolidated financial statements included in this Annual Report.

Impairment of Long-lived Assets

We evaluate the existence of impairment indicators whenever events or changes in circumstances indicate that the carrying values of our long-lived assets are not recoverable. Such indicators of potential impairment include, vessel sales and purchases, business plans and overall market conditions. If there are indications for impairment present, we determine undiscounted projected net operating cash flows for each vessel and compare it to the vessel’s carrying value. If the carrying value of the related vessel exceeds its undiscounted projected net operating net cash flows, the carrying value is reduced to its fair value.

The carrying values of our vessels and any vessels we may acquire may not represent their fair market value at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings.

Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their current levels or whether they will improve or decrease by any significant degree. Charter rates may be at depressed levels for some time, which could adversely affect our revenue and profitability, and future assessments of vessel impairment.

In order to perform the undiscounted cash flow test, we make assumptions about future charter rates, commissions, vessel operating expenses, dry-dock costs, fleet utilization, scrap rates used to calculate estimated proceeds at the end of vessels’ useful lives and the estimated remaining useful lives of the vessels. These assumptions are based on historical trends as well as future expectations. The undiscounted projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days (based on the ten-year historical averages of the one-year, three-year and five-year time charter rates) over the remaining useful life of each vessel, which we estimate to be 25 years from the date of initial delivery from the shipyard. Expected outflows for scheduled vessels’ maintenance and vessel operating expenses are based on historical data and adjusted annually assuming an average annual inflation derived from the most recent twenty-year average consumer price index. Effective fleet utilization, average commissions, dry-dock costs and scrap values are also based on historical data.

In Note 2 to our consolidated financial statements included in this Annual Report we discuss our policy for impairing the carrying value of our vessels. During the past two years, the market values of Suezmax tankers have been materially over their carrying amounts and hence we believe that there are no indications of impairment for our vessels. Thus, no undiscounted cash flow tests were deemed necessary to be performed for any of our vessels. Therefore, for the years ended December 31, 2024 and 2025, this is not considered a critical accounting estimate.

As of December 31, 2024 and 2025, based on third-party valuations, the basic charter-free market value of our operating vessels was higher than their carrying value by approximately 66.7% and 62.9%, respectively.

Our estimates of basic charter-free market value assume that our vessels are in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind. Our estimates are based on third-party valuations from established shipbrokers.

Our vessels are currently employed under long-term time charters. For more information, see “Business Overview—Our Fleet.”

ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.	Directors and Senior Management
---	---

Set forth below are the names, ages and positions of our directors and executive officers. Members of our Board of Directors are elected annually on a staggered basis, and each director elected holds office for a three-year term. Officers are elected from time to time by vote of our Board of Directors and hold office until a successor is elected. The business address of each of our directors and executive officers listed below is 20 Iouliou Kaisara Str, 19002, Paiania, Athens, Greece.

Name	Age	Position
Kalliopi Ornithopoulou	67	Director, President, Chairwoman, Chief Executive Officer
Nikolaos Papastratis	47	Director, Chief Financial Officer, Secretary
Aristovoulos Christinis	72	Independent Non-Executive Director
George Xiradakis	62	Independent Non-Executive Director
George M. Daskalakis	71	Independent Non-Executive Director

Biographical information with respect to each of our directors and executives is set forth below.

Kalliopi Ornithopoulou has served as our President and Chief Executive Officer since the Spin-Off; she has served as our Chairwoman since 2025. She has more than 40 years of maritime and international business experience in the areas of finance and banking. She has served in executive positions of both Greek and International banks with a specialization in shipping from

      1982 until 2010. From September 2009 to the date of this Annual Report she has been a freelance financial advisor for Greek shipping companies as well as for Aegean Baltic Bank and two UK-based banks. Ms. Ornithopoulou holds a B.Sc in Economics
      and Politics from Pantios University of Athens.

Nikolaos Papastratis has served as a director and our Chief Financial Officer since the Spin-Off; he has served as our Secretary since 2025. He has more than 17 years of

      experience in the shipping finance, finance and accounting industry. Mr. Papastratis’s experience includes Financial Reporting / Controlling and responsibility for shipping company client accounts at Central Mare Inc. from September 2009 to the
      date of this Annual Report, a ship management company and a related party affiliated with the family of Mr. Evangelos J. Pistiolis. Currently Mr. Nikolaos Papastratis holds the position of Financial Controller in Central Mare. Prior to Central
      Mare, Mr. Papastratis was an in-house management consultant at the Vardinogiannis Group of companies for three years and prior to that a consultant in the advisory and corporate finance department of PriceWaterhouseCoopers for two years. Mr.
      Papastratis holds a BA in Economics from the Kapodistrian University of Athens and an MBA from the Athens Laboratory of Business Administration \(ALBA\).

Aristovoulos Christinis has served as an Independent Non-Executive Director since the Spin-Off. He has more than 50 years of maritime and international business experience,

      having started as a deck hand in a cargo vessel and progressed to various executive positions in the operations and chartering departments of London-based tanker and dry-cargo shipping companies \(i.e., Solidor Shipping, European Navigation
      London, Spinoza Shipping, Marcan Shipping and Top Tankers UK\). From 1995 to 2004 he was a full member of the Baltic Exchange London, a membership organization for the maritime industry and freight market information provider for the trading and
      settlement of physical and derivative contracts. From April 2018 to the date of this Annual Report he has worked as freelance advisor to the shipping industry with various worldwide shipping companies. Mr. Christinis holds a Shipping diploma from
      London Westminster College.

George Xiradakis has served as an Independent Non-Executive Director since the Spin-Off. He has more than 40 years of maritime and international finance experience. He has

      extensive expertise in the financing of passenger shipping, Ro-Ro and Ro-Pax vessels, along with leisure and recreational shipping, including superyachts and yachting. For many years, he has participated in in-depth portfolio analyses of these
      sectors and consistently publishes market reports and analytical assessments on their performance and investment trends. He served as Senior Manager at the French bank Credit Lyonnais both in Athens and Paris. In 1999 he founded XRTC Business
      Consultants \(“XRTC”\) which acts as a commercial representative of foreign banks and institutions in Greek shipping market. Since 2009, XRTC has acted as an advisor to the Chinese finance market and in 2010, awarded “Financier of the Year 2010” in
      Lloyd’s List Greek Shipping Awards for the completion of the first bilateral loan between a Chinese bank. This was a milestone transaction in the world of ship financing, being the first transaction in the new Chinese market. He graduated from
      the Nautical Marine Academy of Aspropyrgos-Athens in 1984 and he holds a diploma in Commercial Operations from City of London Polytechnic and an MSc in Maritime Studies from University of Wales. Mr. Xiradakis is President of the Association of
      Banking and Financial Executives of Hellenic Shipping and Vice President of China Hellenic Chamber \(HCCI\). He is President Emeritus of International Propeller Club-Port of Piraeus, Vice President of the Heraklion Port Authority, a member of the
      board of directors of the Piraeus Chamber of Commerce & Industry, a member of the board of directors of Piraeus Marine Club, a member of the Mediterranean Committee of China Classification Society. He is a member of the Greece-China
      Association, Hellenic Maritime Museum and Hellas Liberty Floating Museum. He is currently a non-executive director of C3is Inc. and Imperial Petroleum Inc., both of which are listed on Nasdaq, and has also been a board member of other U.S. listed
      shipping companies.

George M. Daskalakis has served as an Independent Non-Executive Director since the Spin-Off. He has been an active sale and purchase shipbroker for the last 43 years, having

      participated in more than 3,500 transactions. From July 1996 to the date of this Annual Report he has been the senior partner and director of Allied Shipbroking Inc, one of the largest shipbroking and ship-chartering firms in Greece. Before that,
      he served as a managing director in Belacasa Compania Naviera S.A. for nine years, where he introduced to the Greek shipping market the bareboat chartering structure and helped establish more than 25 new shipping companies by arranging the
      purchase and financing of their fleet through finance brokers. From 1980 to 1987 he worked as a shipbroker at Vakis Vlahoulis S.A. and Overseas Agency S.A.

No family relationships exist among any of the directors and executive officers.

B.	Compensation

We expect to pay aggregate cash compensation of $0.1 million for the first year following the Spin-Off for the services of our executive officers and directors. Each director will be fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law. We do not have a retirement plan for our officers or directors.

We entered into an agreement with Central Mare, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, pursuant to which Central Mare will furnish our executive officers and a number of managerial and administrative employees as described below (the “Executive Services Agreement”). Our controlling shareholder is a trust established for the benefit of certain members of the family of Mr. Evangelos J. Pistiolis.

Under the terms of the agreement for the provision of our executive officers and a number of managerial and administrative employees, we will be obligated to pay base salary and additional incentive compensation as determined by our Board of Directors. The initial term of the agreement will expire after one year from its effective date and will be automatically extended for successive one-year terms unless Central Mare or we provide notice of non-renewal at least sixty days prior to the expiration of the then applicable term.

If an officer is removed from our Board of Directors or not re-elected, then her or his employment will terminate automatically without prejudice to Central Mare’s rights to pursue damages for such termination. In the event of a change of control, Central Mare shall be entitled to receive a cash payment equal to (i) all fees that would have been due and payable under the contract through its expiry date, as if it had not been terminated, and (ii) an amount equal to three years of the monthly fees payable under the Executive Services Agreement.

Equity Incentive Plan

We have adopted our 2025 Equity Incentive Plan (the “Plan”). The Plan is administered by the Compensation Committee of our Board of Directors, which can make awards totaling in aggregate up to 15% of the number of Common Shares outstanding at the time any award is granted. Under the Plan, our officers, key employees, directors, consultants and service providers may be granted incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units and unrestricted stock units at the discretion of our Compensation Committee. Any awards granted under the Plan that are subject to vesting are conditioned upon the recipient’s continued service as an employee or a director of the Company, through the applicable vesting date.

C.	Board Practices

Our directors do not have service contracts and do not receive any benefits upon termination of their directorships. Our Board of Directors has an audit committee, a compensation committee and a nominating committee. Our Board of Directors has adopted a charter for each of these committees.

Our Board of Directors is divided into three classes. Members of our Board of Directors are elected annually on a staggered basis, and each director elected holds office for a three-year term. We currently have two executive directors and three independent non-executive directors. The terms of our Class A directors, Aristovoulos Christinis and George M. Daskalakis, expire at the annual general meeting of shareholders in 2029. The terms of our Class B directors, George Xiradakis and Nikolaos Papastratis, expire at the annual general meeting of shareholders in 2027. The term of our Class C director, Kalliopi Ornithopoulou, expires at the annual general meeting of shareholders in 2028.

Audit Committee

Our audit committee consists of George Xiradakis (Chairman), Aristovoulos Christinis and George M. Daskalakis. Our Board of Directors has determined that the members of the audit committee meet the applicable independence requirements of the SEC and Nasdaq.

The audit committee has the powers typical of and performs the functions customarily performed by such a committee (including those required of such a committee by Nasdaq and the SEC). The audit committee is responsible for selecting and meeting with our independent registered public accounting firm regarding, among other matters, audits and the adequacy of our accounting and control systems.

Compensation Committee

Our compensation committee consists of George Xiradakis, Aristovoulos Christinis and George M. Daskalakis, each of whom is an independent director. The compensation committee reviews and approves the compensation of our executive officers.

Nominating Committee

Our nominating committee consists of George Xiradakis, Aristovoulos Christinis and George M. Daskalakis, each of whom is an independent director. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our Board of Directors.

D.	Employees

We have no direct employees and our executive officers and a number of administrative employees are furnished to us pursuant to agreements with Central Mare, as described below. Our Fleet Manager ensures that all seamen have the qualifications and licenses required to comply with international regulations and shipping conventions, and that our vessels employ experienced and competent personnel. As of December 31, 2025, we employed 42 sea-going employees indirectly through our Fleet Manager.

E.	Share Ownership

The Common Shares beneficially owned by our directors and executive officers are disclosed below in “Item 7. Major Shareholders and Related Party Transactions.”

F.	Disclosure of a registrant’s action to recover erroneously awarded compensation

None.

ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.	Major Shareholders
---	---

Prior to the Spin-Off, our sole shareholder was the Former Parent. The following table sets forth information regarding beneficial ownership of our voting securities by each person or entity known by us to be the beneficial owner of more than 5% of each class of our voting securities, each of our directors and executive officers, and all of our directors and executive officers as a group. To the best of our knowledge, except as disclosed in the table below or with respect to our directors and executive officers, we are not controlled, directly or indirectly, by another corporation, by any foreign government or by any other natural or legal persons. On December 31, 2025, we entered into the Newbuilding Yacht SPA to purchase Roman Explorer Inc., the company that will acquire ownership of the Newbuilding Yacht. Under certain circumstances the Former Parent can demand the payment of installments in the form of newly-issued Series E Preferred Shares. As of the date of this Annual Report, no Series E Preferred Shares are outstanding. On February 20, 2026, we entered into the Newbuilding MR SPA to purchase the Newbuilding MR SPV, the company that will acquire ownership of the Newbuilding MR Tanker. The Newbuilding MR SPA was consummated on March 18, 2026 and on the same date we settled the purchase price of the Newbuilding MR SPA of $4.2 million through the issuance of 4,236 of our Series G Preferred Shares pursuant to the Newbuilding MR SPA. As of the date of this Annual Report, 4,236 Series G Preferred Shares are outstanding. All shareholders of Common Shares are entitled to one vote for each common share held and holders of our Series D Preferred Shares, Series E Preferred Shares and Series G Preferred Shares are entitled to 1,000 votes per Series D Preferred Share, Series E Preferred Share or Series G Preferred Share held.

Information for certain holders is based on their latest filings with the SEC with respect to beneficial ownership of Common Shares or information delivered to us. The calculation of the percentage of class beneficially owned by each such person is based on 7,573,572 Common Shares outstanding as of March 18, 2026, and any additional shares that such person may be deemed to beneficially own in accordance with Rule 13d-3 under the Exchange Act.

Name	Security
Lax Trust^(1)^	Series D Preferred Shares	100,000	100.0	%	89.4	%
Central Mare^(2)^	Series G Preferred Shares	4,236	100.0	%	3.8	%
Directors and executive officers as a group		0	0		0	%

(*)	Less than 1%
(1)	The Lax Trust is an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis. The business address of the Lax Trust is Level 3, 18 Stanley Street, Auckland<br> 1010, New Zealand. In order to satisfy the minimum percentage of voting of Mr. Evangelos J. Pistiolis contained in our SLBs as described above as well as any future such minimum voting rights financing agreement covenants, the voting<br> rights per share of Series D Preferred Shares are adjusted such that during the term of any facility containing such a minimum voting percentage covenant, the combined voting power controlled by Mr. Evangelos J. Pistiolis or any related<br> parties affiliated with Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of our total voting power, irrespective of any new common or preferred stock issuances. Both the number of the Series D Preferred Shares<br> and the votes per Series D Preferred Share are not adjusted in case of splits, subdivisions, reverse stock splits or combinations of the Company’s outstanding shares.
---	---
(2)	Central Mare Inc. is a company affiliated with the family of Mr. Evangelos J. Pistiolis. The business address of Central Mare is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH 96960,<br> Republic of the Marshall Islands. No holder of Series G Preferred Shares may exercise voting rights pursuant to Series G Preferred Shares that would result in the aggregate voting power of any beneficial owner of such shares and its<br> affiliates (whether pursuant to ownership of Series G Perpetual Convertible Preferred Shares, Common Shares or otherwise) to exceed 19.99% of the total number of votes eligible to be cast on any matter submitted to a vote of our<br> shareholders.
---	---

Significant Changes in Ownership

No major shareholder has disclosed any significant changes in their shareholding percentage, with the exception of 3 Sororibus Trust, which held 46.8% of the outstanding Common Shares immediately after the Spin-Off, and Evangelos J. Pistiolis, who held a 7.0% stake of our Common Shares immediately after the Spin-Off and reported ownership of less than 5% of the outstanding Common Shares Amendment No. 4 to the Schedule 13D filed with the SEC on November 17, 2025.

Holders

As of March 18, 2026, we had one shareholder of record, Cede & Co, which is located in the United States and held an aggregate of 7,573,572 of our common shares, representing 100% of our outstanding common shares. We believe that the shares held by Cede & Co. include common shares beneficially owned by both holders in the United States and non-U.S. beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control.

B.	Related Party Transactions

Management Agreements

Please see “Item 4. Information on the Company—B. Business Overview—Management of Our Fleet” for a description of the management of our vessels, or any vessels we may acquire from CSI and “Item 6. Directors, Senior Management and Employees—B. Compensation.” for a description of the terms under which our officers are provided to us by Central Mare.

Contribution and Conveyance Agreement

We entered into the Contribution and Conveyance Agreement with the Former Parent. Pursuant to the Contribution and Conveyance Agreement, the Former Parent (i) contributed the Rubico Predecessor to us in exchange for the shares distributed in the Spin-Off and (ii) indemnified us and the Rubico Predecessor for any and all obligations and other liabilities arising from or relating to the operation, management or employment of our vessels prior to the effective date of the Spin-Off.

Newbuilding Yacht SPA

On December 4, 2025, we entered into the Newbuilding LOI for the potential acquisition from the Former Parent of the Newbuilding Yacht, with expected delivery in the second quarter of 2027. We made an advance cash payment of $4.0 million that was credited against the acquisition price of the Newbuilding Yacht. A special independent committee composed of independent members of the Board of Directors negotiated and approved the acquisition of the Newbuilding Yacht under the Newbuilding LOI. On December 31, 2025, we entered into the Newbuilding Yacht SPA to purchase Roman Explorer Inc., the company that will acquire ownership of the Newbuilding Yacht, for a purchase price of $38.0 million payable in installments over a period of 300 days following our entry into the Newbuilding Yacht SPA. An amount of $19.5 million was settled through an initial installment payment of $15.5 million and by netting the $4.0 million advance cash payment upon signing the Newbuilding Yacht SPA, with consummation of the purchase and sale of the shares of Roman Explorer Inc. expected to take place no later than March 31, 2026. Furthermore, pursuant to the terms of the Newbuilding Yacht SPA, an additional installment of $4.0 million was made in 2026. Under certain circumstances the Former Parent can demand the payment of installments in the form of newly-issued Series E Preferred Shares. For a description of the Series E Preferred Shares, see “Description of Securities” filed as an exhibit to this Annual Report. Further, the form of Statement of Designation of the Series E Preferred Shares is filed as an exhibit to this Annual Report. Remaining installments payable to the shipyard pursuant to the newbuilding contract amount to $41.7 million (or €35.5 million) payable up to May 2027.

Newbuilding MR SPA

On February 20, 2026, we entered into a Share Purchase Agreement with Central Mare Inc., a related party affiliated with the family of Mr. Evangelos J. Pistiolis, to purchase all of the issued and outstanding shares of Roman Shark IX Inc. (the “Newbuilding MR SPA”), a company that has entered into a shipbuilding contract, dated February 3, 2026, with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for the purchase of a 47,499 dwt chemical/product oil carrier. The tanker is scheduled for delivery during 2029.

The $4.2 million purchase price was settled on the closing of the acquisition of Roman Shark IX Inc., on March 18, 2026 through the issuance of 4,236 of our Series G Preferred Shares. The Newbuilding MR SPA contemplated that Central Mare Inc. could demand the payment of any unpaid part of the purchase price in the form of newly-issued Series G Preferred Shares. For a description of the Series G Preferred Shares, see “Description of Securities” filed as an exhibit to this Annual Report. Further, the form of Statement of Designation of the Series G Preferred Shares is filed as an exhibit to this Annual Report. As a condition to closing of the acquisition of the Newbuilding MR SPV, the seller has arranged for a sale and leaseback financing agreement with a major Chinese leasing company. This financing agreement amounts to, in aggregate, 85% of the installments payable under the shipbuilding contract. The aggregate amount of installments payable under the shipbuilding contract is $45.2 million. This financing bears an effective interest rate of Term SOFR plus a margin of 1.80%. Under this financing, upon delivery of the vessel, we will make quarterly installment payments of $0.5 million over a period of 10 years with a balloon payment of $18.2 million payable together with the last installment. The financing has been arranged by Central Mare Inc. and we provided a corporate guarantee in favor of the leasing company.

Debt Facilities and Guarantees

Please see “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources — Debt Facilities” for a description of the debt facilities with our Former Parent and Tribus Sororibus Lax Inc.

In connection with the entry into the New Huarong SLBs, the Former Parent provided a guarantee of the obligations of our vessel-owning subsidiaries under the respective SLBs.

A.	Interests of Experts and Counsel

Not applicable.

ITEM 8.	FINANCIAL INFORMATION
A.	Carve-out Statements and Other Financial Information
---	---

See Item 18.

Legal Proceedings

Various claims, suits and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. We are not a party to any material litigation where claims or counterclaims have been filed against us other than routine legal proceedings incidental to our business.

Dividend Policy

The declaration, timing and amount of any dividend are subject to the discretion of our Board of Directors and will be dependent upon our earnings, financial condition, market prospects, capital expenditure requirements, dividends to holders of our preferred shares, investment opportunities, restrictions in our financing arrangements, the provisions of the Marshall Islands law affecting the payment of dividends to shareholders, overall market conditions and other factors. We have not declared any dividends since our inception. Our Board of Directors may review and amend our dividend policy from time to time in light of our plans for future growth and other factors.

In addition, since we are a holding company with no material assets other than the shares of our subsidiaries and affiliates through which we conduct our operations, our ability to pay dividends will depend on our subsidiaries and affiliates distributing to us their earnings and cash flow.

B.	Significant Changes

There have been no significant changes since the date of the carve-out financial statements included in this Annual Report, other than those described in Note 11 “Subsequent Events” of such financial statements.

ITEM 9.	THE OFFER AND LISTING

Not applicable except for Item 9.A.4. and Item 9.C.

Share History and Markets

Since August 4, 2025, the primary trading market for our common shares has been Nasdaq, on which our shares are now listed under the symbol “RUBI”

ITEM 10.	ADDITIONAL INFORMATION
A.	Share Capital
---	---

Not applicable

B.	Memorandum and Articles of Association

Our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws have been filed as exhibits to this Annual Report. A description of the material terms of our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws and of the rights, preferences and restrictions attaching to each class of our shares, and matters relating to our meetings of shareholders, is included in “Description of Securities Registered under Section 12 of the Exchange Act” which has been filed as Exhibit 2.11 to this Annual Report and is incorporated by reference herein.

Under our Amended and Restated Articles of Incorporation, our authorized share capital stock consists of:

•	1,000,000,000 Common Shares, par value $0.01 per share, of which 7,573,572 shares, as adjusted for cancellation of fractional shares, are issued and outstanding as of the date of this Annual Report; and
•	20,000,000 preferred shares, par value $0.01 per share, out of which (i) 100,000 Series D Preferred Shares have been designated, of which 100,000 are issued and outstanding as of the date of this Annual<br> Report; and 4,236 Series G Preferred Shares have been designated, of which 4,236 are issued and outstanding as of the date of the Annual Report.
---	---

Additionally, as of the date of this Annual Report, we have outstanding:

•	Class A Warrants exercisable for up to 10 Common Shares;
•	Class B Warrants exercisable for up to 1,282,050 Common Shares; and
---	---
•	January Representative Warrants exercisable for up to 42,735 Common Shares.
---	---

Broadridge Financial Solutions, Inc. is the transfer agent and registrar for our Common Shares.

C.	Material contracts

Attached as exhibits to this Annual Report are the contracts we consider to be both material and outside the ordinary course of business and are to be performed in whole or in part after the filing of this Annual Report. We refer you to “Item 4. Information on the Company—A. History and Development of the Company,” “Item 4. Information on the Company—B. Business Overview,” “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources,” “Item 6. Directors, Senior Management and Employees—B. Compensation” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” for a discussion of these contracts. Other than as discussed in this Annual Report, we have no material contracts, other than contracts entered into in the ordinary course of business, to which we are a party.

D.	Exchange controls

Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls, or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our Common Shares.

E.	Taxation

The following is a discussion of the material Marshall Islands and U.S. federal income tax considerations relevant to a U.S. Holder and a Non-U.S. Holder, each as defined below, with respect to the ownership and disposition of our Common Shares. The discussion of U.S. federal income tax matters is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury, or the Treasury Regulations, all of which are subject to change, possibly with retroactive effect. This discussion does not purport to deal with the tax consequences of owning Common Shares to all categories of investors, some of which, such as financial institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, insurance companies, persons holding our Common Shares as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable for the alternative minimum tax or the “base erosion and anti-avoidance” tax, dealers in securities or currencies, U.S. Holders, as defined below, whose functional currency is not the U.S. dollar, persons required to recognize income for U.S. federal income tax purposes no later than when such income is included on an “applicable financial statement” and investors that own, actually or under applicable constructive ownership rules, 10% or more of the vote or value of our outstanding shares, may be subject to special rules. This discussion deals only with holders who hold the Common Shares as capital assets. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or non-U.S. law of the ownership of Common Shares.

Marshall Islands Tax Consequences

We are incorporated in the Republic of the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our shareholders, and holders of our Common Shares that are not residents of or domiciled or carrying on any commercial activity in the Republic of the Marshall Islands will not be subject to Marshall Islands tax on the sale or other disposition of our common share.

U.S. Federal Income Taxation of Our Company

Taxation of Operating Income: In General

Unless exempt from U.S. federal income taxation under the rules discussed below, a foreign corporation is subject to U.S. federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangement or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as “shipping income,” to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within the United States, which we refer to as “U.S.- source shipping income.”

Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are not permitted by law to engage in transportation that produces income which is considered to be 100% from sources within the United States.

Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any U.S. federal income tax.

In the absence of exemption from tax under Section 883 of the Code, our gross U.S.-source shipping income generally would be subject to a 4% tax imposed without allowance for deductions as described below.

Exemption of Operating Income from U.S. Federal Income Taxation

Under Section 883 of the Code and the Treasury Regulations thereunder, we will be exempt from U.S. federal income tax on our U.S.-source shipping income if:

(1)	we are organized in a foreign country, or our “country of organization”, that grants an “equivalent exemption” to corporations organized in the United States; and
(2)	either
---	---
A.	more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized<br> in the United States (each such individual a “qualified shareholder” and such individuals collectively, “qualified shareholders”), which we refer to as the “50% Ownership Test,” or
---	---
B.	our stock is “primarily and regularly traded on an established securities market” in our country of organization, in another country that grants an “equivalent exemption” to U.S. corporations, or in the United States, which we refer to<br> as the “Publicly-Traded Test.”
---	---

The Marshall Islands, the jurisdiction where we and the Rubico Predecessor are incorporated, grants an “equivalent exemption” to U.S. corporations. Therefore, we will be exempt from U.S. federal income tax with respect to our U.S.-source shipping income if either the 50% Ownership Test or the Publicly-Traded Test is met.

In order to satisfy the 50% Ownership Test, a non-U.S. corporation must be able to substantiate that more than 50% of the value of its shares is owned, for at least half of the number of days in the non-U.S. corporation’s taxable year, directly or indirectly, by “qualified shareholders.” For this purpose, qualified shareholders are: (1) individuals who are residents (as defined in the Treasury Regulations) of countries, other than the United States, that grant an equivalent exemption, (2) non-U.S. corporations that meet the Publicly-Traded Test and are organized in countries that grant an equivalent exemption, or (3) certain foreign governments, non-profit organizations, and certain beneficiaries of foreign pension funds. In order for a shareholder to be a qualified shareholder, there generally cannot be any bearer shares in the chain of ownership between the shareholder and the taxpayer claiming the exemption (unless such bearer shares are maintained in a dematerialized or immobilized book-entry system as permitted under the Treasury Regulations). A corporation claiming the Section 883 exemption based on the 50% Ownership Test must obtain all the facts necessary to satisfy the IRS that the 50% Ownership Test has been satisfied (as detailed in the Treasury Regulations). We believe that the Rubico Predecessor satisfied the 50% Ownership Test for the 2025 taxable year and intend to take this position on our U.S. federal income tax return for the 2025 year. This is a factual determination made on an annual basis, and no assurance can be given that we will satisfy the 50% Ownership Test in future taxable years.

In order to satisfy the Publicly-Traded Test, Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be “primarily traded” on an established securities market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. We anticipate that our Common Shares, which are our sole class of issued and outstanding stock that is traded, will be “primarily traded” on The Nasdaq Stock Market LLC, which is an established securities market for this purpose. In order to satisfy the Publicly-Traded Test, Treasury Regulations also require that our stock be “regularly traded” on an established securities market. Under the Treasury Regulations, our stock generally will be considered to be “regularly traded” if one or more classes of our stock representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and by total combined value of all classes of stock, are listed on one or more established securities markets, which we refer to as the “listing threshold.” Our Former Parent’s common stock, which is listed on the NYSE American LLC and is our Former Parent’s only class of publicly-traded stock, did not constitute more than 50% of our Former Parent’s outstanding shares by vote for the 2025 taxable year, and accordingly, our Former Parent did not satisfy the listing threshold for the 2025 taxable year.

Taxation in the Absence of Exemption under Section 883 of the Code

To the extent the benefits of Section 883 of the Code are unavailable, our U.S.-source shipping income, to the extent not considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, which we refer to as the “4% gross basis tax regime.” Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax regime.

To the extent the benefits of the exemption under Section 883 of the Code are unavailable and our U.S.-source shipping income is considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, any such “effectively connected” U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax imposed at a current rate of 21%. In addition, we may be subject to the 30% “branch profits” tax on earnings effectively connected with the conduct of such U.S. trade or business, as determined after allowance for certain adjustments.

Our U.S.-source shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:

•

We have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and

•

substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States, or in the case of leasing income, is attributable to such fixed place of business in the United States.

---

We do not currently have, nor intend to have or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S.-source shipping income will be “effectively connected” with the conduct of a U.S. trade or business.

U.S. Taxation of Gain on Sale of Vessels

Regardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States or will otherwise not be subject to U.S. federal income taxation.

U.S. Federal Income Taxation of U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of our Common Shares that is a U.S. citizen or resident, U.S. corporation or other U.S. entity taxable as a corporation, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust (i) if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has in effect a valid election to be treated as a United States person for U.S. federal income tax purposes.

If a partnership holds our Common Shares, the tax treatment of a partner of such partnership will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our Common Shares, you are encouraged to consult your tax advisor.

Distributions

Subject to the discussion of passive foreign investment companies, or PFICs, below, any distributions made by us with respect to our Common Shares to a U.S. Holder will generally constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of such earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in his Common Shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a dividends-received deduction with respect to any distributions they receive from us. Dividends paid with respect to our Common Shares will generally be treated as “passive category income” for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.

Dividends paid on our Common Shares to a U.S. Holder who is an individual, trust or estate (a “U.S. Non-Corporate Holder”) will generally be treated as “qualified dividend income” that is taxable to such U.S. Non-Corporate Holder at preferential tax rates provided that (1) the common shares are readily tradable on an established securities market in the United States (such as The Nasdaq Stock Market LLC on which our Common Shares are listed); (2) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (as discussed in more detail below); (3) the U.S. Non-Corporate Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend; and (4) the U.S. Non-Corporate Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property.

We believe that neither we nor the Rubico Predecessor was a PFIC for its 2025 taxable year and we do not expect to be treated as a PFIC in the current or subsequent taxable years. If we were treated as a PFIC in a given year, any dividends paid by us during that year or the following year generally will not be treated as “qualified dividend income” in the hands of a U.S. Non-Corporate Holder. Any dividends we pay which are not eligible for the preferential rates applicable to “qualified dividend income” will be taxed as ordinary income to a U.S. Non-Corporate Holder.

Special rules may apply to any “extraordinary dividend,” generally, a dividend paid by us in an amount which is equal to or in excess of 10% of a shareholder’s adjusted tax basis in (or, in certain circumstances, fair market value of) a common share or dividends received within a one-year period that, in the aggregate, equal or exceed 20% of a shareholder’s adjusted tax basis (or fair market value upon the shareholder’s election) in a common share. If we pay an “extraordinary dividend” on our Common Shares that is treated as “qualified dividend income,” then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such Common Shares will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or other Disposition of Common shares

Subject to the discussion of PFICs below, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our Common Shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as U.S.-source income or loss, as applicable, for U.S. foreign tax credit purposes. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.

3.8% Tax on Net Investment Income

A U.S. Holder that is an individual, estate, or, in certain cases, a trust, will generally be subject to a 3.8% tax on the lesser of (1) the U.S. Holder’s net investment income for the taxable year and (2) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000).

A U.S. Holder’s net investment income will generally include distributions made by us which constitute a dividend for U.S. federal income tax purposes and gain realized from the sale, exchange or other disposition of our Common Shares. This tax is in addition to any income taxes due on such investment income. Net investment income generally will not include a U.S. Holder’s pro rata share of our income and gain if we are a PFIC and that U.S. Holder makes a QEF election, as described below in “—The QEF Election”). However, a U.S. Holder may elect to treat inclusions of income and gain from a QEF election as net investment income. Failure to make this election could result in a mismatch between a U.S. Holder’s ordinary income and net investment income.

If you are a U.S. Holder that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of the 3.8% tax on net investment income to the ownership and disposition of our Common Shares.

Passive Foreign Investment Company Status and Significant Tax Consequences

Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a PFIC for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held our Common Shares, either

•	at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
•	at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.
---	---

For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary corporations in which we own at least 25% of the value of the subsidiary’s stock. Income earned, or deemed earned, by us in connection with the performance of services would not constitute “passive income” for these purposes. By contrast, rental income would generally constitute “passive income” unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business.

In general, income derived from the bareboat charter of a vessel will be treated as “passive income” for purposes of determining whether we are a PFIC and such vessel will be treated as an asset which produces or is held for the production of “passive income.” On the other hand, income derived from the time charter of a vessel should not be treated as “passive income” for such purpose, but rather should be treated as services income; likewise, a time chartered vessel should generally not be treated as an asset which produces or is held for the production of “passive income.”

We believe that neither we nor the Rubico Predecessor was a PFIC for its 2025 taxable year because it had no bareboat chartered-out vessels and consequently no gross income from vessels on bareboat charter. Furthermore, based on our current assets and activities, we do not believe that we will be a PFIC for the subsequent taxable years. Although there is no legal authority directly on point, and we are not relying upon an opinion of counsel on this issue, our belief is based principally on the position that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we were a PFIC. We believe there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, in the absence of any legal authority specifically relating to the statutory provisions governing PFICs, the IRS or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future.

If we are a PFIC for any taxable year, a U.S. Holder will be treated as owning his proportionate share of the stock of any of our subsidiaries which is a PFIC. The PFIC rules discussed below will apply on a company-by-company basis with respect to us and each of our subsidiaries which is treated as a PFIC.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different U.S. federal income taxation rules depending on whether the U.S. Holder makes an election to treat us as a “Qualified Electing Fund,” which election is referred to as a “QEF Election.” As discussed below, as an alternative to making a QEF Election, a U.S. Holder should be able to make a “mark-to-market” election with respect to our Common Shares, which election is referred to as a “Mark-to-Market Election”. A U.S. Holder holding PFIC shares that does not make either a “QEF Election” or “Mark-to-Market Election” will be subject to the Default PFIC Regime, as defined and discussed below in “Taxation—U.S. Federal Income Taxation of U.S. Holders—Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election.”

If we were to be treated as a PFIC, a U.S. Holder would be required to file IRS Form 8621 to report certain information regarding us.

The QEF Election

If a U.S. Holder makes a timely QEF Election, which U.S. Holder we refer to as an “Electing Holder,” the Electing Holder must report each year for United States federal income tax purposes such holder’s pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were made by us to the Electing Holder. The Electing Holder’s adjusted tax basis in the Common Shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the Common Shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our Common Shares. A U.S. Holder would make a QEF Election with respect to any year that our company is a PFIC by filing one copy of IRS Form 8621 with his United States federal income tax return and a second copy in accordance with the instructions to such form. It should be noted that if any of our subsidiaries is treated as a corporation for U.S. federal income tax purposes, a U.S. Holder must make a separate QEF Election with respect to each such subsidiary.

Taxation of U.S. Holders Making a “Mark-to-Market” Election

Making the Election. Alternatively, if, as is anticipated, our Common Shares are treated as “marketable stock,” a U.S. Holder would be allowed to make a Mark-to-Market Election with respect to the Common Shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. The Common Shares will be treated as “marketable stock” for this purpose if they are “regularly traded” on a “qualified exchange or other market.” The Common Shares will be “regularly traded” on a qualified exchange or other market for any calendar year during which they are traded (other than in de minimis quantities) on at least 15 days during each calendar quarter. The Nasdaq Stock Market LLC should be treated as a “qualified exchange or other market” for this purpose. However, it should be noted that a separate Mark-to-Market Election would need to be made with respect to each of our subsidiaries which is treated as a PFIC. The stock of these subsidiaries is not expected to be “marketable stock.” Therefore, a “mark-to-market” election is not expected to be available with respect to these subsidiaries.

Current Taxation and Dividends. If the Mark-to-Market Election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the Common Shares at the end of the taxable year over such U.S. Holder’s adjusted tax basis in the Common Shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in its Common Shares over their fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the Mark-to-Market Election. Any income inclusion or loss under the preceding rules should be treated as gain or loss from the sale of Common Shares for purposes of determining the source of the income or loss. Accordingly, any such gain or loss generally should be treated as U.S.-source income or loss for U.S. foreign tax credit limitation purposes. A U.S. Holder’s tax basis in his Common Shares would be adjusted to reflect any such income or loss amount. Distributions by us to a U.S. Holder who has made a Mark-to- Market Election generally will be treated as discussed above under “Taxation—U.S. Federal Income Taxation of U.S. Holders—Distributions.”

Sale, Exchange or Other Disposition. Gain realized on the sale, exchange, redemption or other disposition of the Common Shares would be treated as ordinary income, and any loss realized on the sale, exchange, redemption or other disposition of the Common Shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder. Any loss in excess of such previous inclusions would be treated as a capital loss by the U.S. Holder. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations. Any such gain or loss generally should be treated as U.S.-source income or loss for U.S. foreign tax credit limitation purposes.

Taxation of U.S. Holders Not Making a Timely QEF or “Mark-to-Market” Election

Finally, a U.S. Holder who does not make either a QEF Election or a Mark-to-Market Election with respect to any taxable year in which we are treated as a PFIC, or a U.S. Holder whose QEF Election is invalidated or terminated, or a Non-Electing Holder, would be subject to special rules, or the Default PFIC Regime, with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on the Common Shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the Common Shares), and (2) any gain realized on the sale, exchange, redemption or other disposition of the Common Shares.

Under the Default PFIC Regime:

•	the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the Common Shares;
•	the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and
---	---
•	the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would<br> be imposed with respect to the resulting tax attributable to each such other taxable year.
---	---

Any distributions other than “excess distributions” by us to a Non-Electing Holder will be treated as discussed above under “Distributions.”

These penalties would not apply to a pension or profit-sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of the Common Shares. If a Non-Electing Holder who is an individual dies while owning the Common Shares, such Non-Electing Holder’s successor generally would not receive a step- up in tax basis with respect to the Common Shares.

U.S. Federal Income Tax Treatment of the Spin-Off

Generally, any cash and the fair market value of property, such as the Company’s Common Shares in the hands of another corporation, that is distributed by such corporation will be treated as a distribution, as described below. However, under Section 355 of the Code, a company may undergo a corporate division, such as the Spin-Off, and distribute stock of a controlled corporation, such as the Company when it was wholly-owned by the Former Parent, on a tax-free basis if both the distributing and controlled corporations are treated as having been engaged in the conduct of an active trade or business for the prior five years and certain other requirements are met. The Company and the Former Parent intend to take the position that they are unable to satisfy all of the requirements imposed by Section 355 of the Code to treat the Spin-Off as a tax-free corporate division for U.S. federal income tax purposes.

If the Company and the Former Parent were able to satisfy the requirements of the Section 355 of the Code, U.S. Holders that receive the Company’s Common Shares in the Spin-Off would not be treated as receiving a taxable dividend, as described below, and a U.S. Holder that received the Company’s Common Shares would generally be required to allocate a portion of such holder’s tax basis in its Former Parent common stock to the Company’s Common Shares the holder received in the Spin-Off. The amount of that basis should be allocated in proportion to the relevant fair market values of the Former Parent’s common stock and the Company’s Common Shares.

The remainder of this discussion will assume that the Spin-Off will not qualify as a tax-free corporate division for U.S. federal income tax purposes. U.S. Holders that receive the Company’s Common Shares and cash in lieu of fractional shares in the Spin-Off will be treated as receiving a distribution from the Former Parent. The fair market value of the Company’s Common Shares distributed will be treated as a dividend to the extent of the Former Parent’s current and accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent the Spin- Off represents a distribution in excess of such current and accumulated earnings or profits, for a U.S. Holder of the Former Parent’s common stock, the fair market value of the Company’s Common Shares distributed will be treated first as a non-taxable return of capital dollar-for-dollar until such holder’s tax basis is $0, and thereafter as capital gain. Because the Former Parent is not a United States corporation, U.S. Holders that are corporations will generally not be entitled to claim a dividends-received deduction with respect to any distributions such corporate U.S. Holders receive. U.S. Holders’ basis in the Company’s Common Shares received in the Spin-Off will be equal to the fair market value as of the date of distribution of such shares. Please consult your personal tax advisor regarding the U.S. federal income tax consequences of the Spin-Off to you.

U.S. Federal Income Taxation of “Non-U.S. Holders”

A beneficial owner of our Common Shares (other than a partnership) that is not a U.S. Holder is referred to herein as a “Non-U.S. Holder.”

Dividends on Common Shares

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on dividends received from us with respect to our Common Shares, unless that income is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Sale, Exchange or Other Disposition of Common Shares

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our Common Shares, unless:

•	the gain is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to that gain, that gain is<br> taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or
•	the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
---	---

If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the Common Shares, including dividends and the gain from the sale, exchange or other disposition of the stock that is effectively connected with the conduct of that trade or business will generally be subject to U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, the earnings and profits of such Non-U.S. Holder that are attributable to effectively connected income, subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable U.S. income tax treaty.

Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. In addition, such payments will be subject to backup withholding tax if you are a non-corporate U.S. Holder and you:

•	fail to provide an accurate taxpayer identification number;

•	are notified by the IRS that you have failed to report all interest or dividends required to be shown on your U.S. federal income tax returns; or
•	in certain circumstances, fail to comply with applicable certification requirements.
---	---

Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an applicable IRS Form W-8.

If you sell your Common Shares to or through a U.S. office of a broker, the payment of the proceeds is subject to both U.S. backup withholding and information reporting unless you certify that you are a non-U.S. person, under penalties of perjury, or you otherwise establish an exemption. If you sell your Common Shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, U.S. information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to you outside the United States, if you sell your Common Shares through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States. Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your U.S. federal income tax liability by filing a refund claim with the IRS.

Individuals who are U.S. Holders (and to the extent specified in applicable Treasury Regulations, certain individuals who are Non-U.S. Holders and certain U.S. entities) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury Regulations). Specified foreign financial assets would include, among other assets, our Common Shares, unless the shares are held through an account maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury regulations, an individual Non-U.S. Holder or a U.S. entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.

F.	Dividends and paying agents

Not applicable.

G.	Statement by experts

Not applicable.

H.	Documents on display

We file reports and other information with the SEC. Our SEC filings are available to the public at the website maintained by the SEC at http://www.sec.gov, as well as on our website at www.rubicoinc.com. Information on such websites does not constitute a part of this Annual Report and is not incorporated by reference herein.

I.	Subsidiary information

Not applicable.

J.	Annual Report to Security Holders

We are currently not required to provide an annual report to security holders in response to the requirements of Form 6-K.

ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Currently, our financing facilities use variable interest rates as we pay interest at SOFR plus a margin. Consequently, we are exposed to risks associated with changes in SOFR, since we have not entered into any hedging contracts to protect against such interest rate fluctuations. Furthermore, in the future, depending on our vessel acquisitions and financing arrangements, our exposure to risks associated with changes in interest rates relating to any unhedged variable–rate borrowings, according to which we will pay interest at SOFR plus a margin (and if applicable a credit adjustment spread) may increase. As such increases in interest rates could affect our results of operations and ability to service our debt.

Based on the amount of our outstanding fluctuating interest rate indebtedness, as of December 31, 2025, a hypothetical one percentage point increase in the U.S. dollar SOFR would increase our interest rate expense for 2026, on an annualized basis, by approximately $0.84 million.

Based on the amount of our outstanding fluctuating interest rate indebtedness, as of December 31, 2024, a hypothetical one percentage point increase in the U.S. dollar SOFR would increase our interest rate expense for 2025, on an annualized basis, by approximately $0.77 million

Based on the amount of our outstanding fluctuating interest rate indebtedness, as of December 31, 2023, a hypothetical one percentage point increase in the applicable interest rate would increase our interest rate expense for 2024, on an annualized basis, by approximately $0.82 million.

Foreign Currency Exchange Rate Risk

We generate all of our revenue in U.S. dollars. The minority of our operating expenses and part of our general and administration expenses are anticipated to be in currencies other than the U.S. dollar, primarily the Euro. For accounting purposes, expenses incurred in other currencies are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. We do not consider the risk from exchange rate fluctuations to be material for our results of operations. However, the portion of our business conducted in other currencies could increase in the future, which could expand our exposure to losses arising from exchange rate fluctuations. We have not hedged currency exchange risks associated with our expenses.

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.	CONTROLS AND PROCEDURES
(a)	Disclosure Controls and Procedures
---	---

We evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based on that evaluation, our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that, as of such date, our disclosure controls and procedures were effective and ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

(b)	Management’s Annual Report on Internal Control over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

(c)	Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies and because, as an emerging growth company, we are exempt from this requirement.

(d)	Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the year covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16.	[RESERVED]
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT
---	---

George Xiradakis serves as a member of our audit committee. Our Board of Directors has determined that George Xiradakis qualifies as an “audit committee financial expert” and is “independent” according to the applicable SEC rule.

ITEM 16B.	CODE OF ETHICS

Our Board of Directors has adopted a Corporate Code of Business Ethics and Conduct (our “Code of Ethics”), that applies to all employees, directors and officers, which complies with applicable guidelines issued by the SEC. The finalized Code of Ethics has been approved by our Board of Directors and was distributed to all employees, directors and officers. This document is available under the “Corporate Governance” tab in the “Investors” section of our website at www.rubicoinc.com. Information on or accessed through our website does not constitute a part of this annual report and is not incorporated by reference herein. We will also provide any person a hard copy of our code of ethics free of charge upon written request. Shareholders may direct their requests to the attention of Mr. George Xiradakis at the address and phone number of our executive offices. We intend to satisfy any disclosure requirements regarding any amendment to, or waiver from, a provision of our Code of Ethics by posting such information on our website.

ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

Aggregate fees billed to us for the years ended December 2024 and 2025 represent fees billed by our principal accounting firm, Deloitte Certified Public Accountants S.A., an independent registered public accounting firm. Audit fees represent compensation for professional services rendered for the audit of the annual financial statements, fees for the review of interim financial information as well as in connection with the review of registration statements and related consents and comfort letters and any other audit services required for SEC or other regulatory filings. For 2024 and 2025, no other non-audit, tax or other fees were charged:

	2024		2025
Audit fees	$	92.3	$	292.1

Audit Committee’s Pre-Approval Policies and Procedures

Our audit committee charter contains pre-approval policies and procedures in compliance with paragraph (c)(7)(i) of Rule 2‑01 of Regulation S-X that require our audit committee to review and pre-approve all auditing services and permitted non-auditing services rendered to the Company by its outside auditors (subject to the exception provided in paragraph (c)(7)(i)(C) of Rule 2‑01 of Regulation S-X for certain de minimis non-audit services not recognized by the Company at the time of the engagement), in each case including fees. Our audit committee pre-approves all audit, audit-related and non-audit services not prohibited by law to be performed by our independent auditors and associated fees prior to the engagement of the independent auditor with respect to such services. Those services provided before the completion of our Spin-Off on August 1, 2025, were pre-approved by the Audit Committee of Top Ships Inc.

ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G.	CORPORATE GOVERNANCE

As a foreign private issuer, as defined in Rule 3b-4 under the Exchange Act, we are permitted to follow certain corporate governance rules of its home country in lieu of Nasdaq’s corporate governance rules. Our corporate governance practices deviate from Nasdaq’s corporate governance rules in the following ways:

•	In lieu of obtaining shareholder approval prior to the issuance of designated securities or the adoption of equity compensation plans or material amendments to such equity compensation plans, we will<br> comply with provisions of the BCA, providing that the board of directors approves adoptions of and material amendments to equity compensation plans. Likewise, in lieu of obtaining shareholder approval prior to the issuance of securities<br> in certain circumstances, including the issuance of stock with differential voting rights, consistent with the BCA and our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws, the board of directors<br> approves certain share issuances.
•	The Company’s Board of Directors is not required to meet regularly in executive sessions without management present.
---	---
•	As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq corporate governance rules or Marshall Islands law. Consistent with Marshall<br> Islands law and as provided in our second amended and restated bylaws, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding<br> business to be transacted at the meeting.
---	---

Other than as noted above, we are in full compliance with all other applicable Nasdaq corporate governance standards.

ITEM 16H.	MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J.	INSIDER TRADING POLICIES

We have adopted an insider trading policy, as a component of our Code of Ethics, which applies to all of the Company’s directors, officers and employees as well as their family members, and sets forth procedures governing the purchase, sale and other disposition of our securities by such parties. Our insider trading policy is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of our insider trading policy has been filed as exhibit 11.1 hereto.

ITEM 16K.	CYBERSECURITY

We believe that cybersecurity is fundamental in our operations and, as such, we are committed to maintaining robust governance and oversight of cybersecurity risks and to implementing comprehensive processes and procedures for identifying, assessing and managing material risks from cybersecurity threats as part of our broader risk management system and processes. Our cybersecurity risk management strategy prioritizes detection, analysis and response to known, anticipated or unexpected threats; effective management of security risks; and resiliency against incidents. With the ever-changing cybersecurity landscape and continual emergence of new cybersecurity threats, our Board of Directors and senior management team ensure that adequate resources are devoted to cybersecurity risk management and the technologies, processes and people that support it. We implement risk-based controls to protect our information, the information of our customers, suppliers and other third parties, our information systems, our business operations and our vessels.

As part of our cybersecurity risk management system, our information & technology management team, led by our senior IT manager with extensive experience managing information & technology systems, tracks and logs privacy and security incidents across our Company, our vessels, our customers, suppliers and other third-party service providers to remediate and resolve any such incidents. Significant incidents are reviewed regularly by our information & technology management team to determine whether further escalation is appropriate. We also engage third parties, such as specialized assessors and consultants to audit our information security systems, whose findings are reported to our senior management team. Any identified incident assessed as potentially being or potentially becoming material is immediately escalated for further assessment, and then reported to our senior management team who is responsible to assess its overall materiality in due time and decide whether further reference to our Board of Directors is necessary. We further consult with outside counsel as appropriate, including on materiality analysis and disclosure requirements’ matters, and our senior management, in cooperation if required with our Board of Directors, makes the final materiality determinations and disclosure and other compliance decisions.

As we do not have a dedicated board committee solely focused on cybersecurity, our senior management team has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, cooperation with law enforcement, and related effects on financial and other risks, and it reports any material findings and recommendations, as appropriate, to our Board of Directors for consideration.

Overall, our approach to cybersecurity risk management includes the following key elements:

(i)	Continuous monitoring of cybersecurity threats, both internal and external, through the use of data analytics and network monitoring systems.
(ii)	Engagement of third-party consultants and other advisors to assist in assessing points of vulnerability of our information security systems.
---	---
(iii)	Overall assessment of cybersecurity incidents materiality and potential impact on the Company’s operations and financial condition by our<br> senior management team and our Board of Directors, in cooperation, if considered necessary, with specialized external consultants.
---	---
(iv)	Oversight responsibility of cybersecurity risks and compliance with relevant disclosure requirements lies with our senior management team and<br> our Board of Directors.
---	---
(v)	Training and Awareness—we have various information technology policies relating to cybersecurity. We also provide employee training that is<br> administered on periodic and on case-by-case bases that reinforces our information technology policies, standards and practices, as well as the expectation that employees comply with these policies and identify and report potential<br> cybersecurity risks.
---	---

We continue to invest in our cybersecurity systems and to enhance our internal controls and processes. Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, including as a result of previously identified cybersecurity incidents, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents. While we have dedicated appropriate resources to identifying, assessing and managing material risks from cybersecurity threats, our efforts may not be adequate, may fail to accurately assess the severity of an incident, may not be sufficient to prevent or limit harm, or may fail to sufficiently remediate an incident in a timely fashion, any of which could harm our business, reputation, results of operations and financial condition. For more information certain risks associated with cybersecurity, see “Item 3. Key Information—D. Risk Factors Risks—We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.”

PART III

ITEM 17.	FINANCIAL STATEMENTS

See Item 18. “Financial Statements.”

ITEM 18.	FINANCIAL STATEMENTS

The financial statements beginning on page F-1 are filed as a part of this annual report.

ITEM 19.	EXHIBITS
Exhibit Number	Description
---	---
1.1	Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the<br> Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on July 21, 2025)
1.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Registration<br> Statement on Form F-1 previously filed with the SEC by Rubico Inc. on July 21, 2025)
1.3	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by<br> reference to Exhibit 3.3 of the Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on December 31, 2025)
1.4	Articles of Amendment to the Amended and Restated Articles of<br> Incorporation*
2.1	Form of Common Share Certificate (incorporated by reference to Exhibit 2.1 of the Registration<br> Statement on Form 20-F previously filed with the SEC by Rubico Inc. on June 21, 2023)
2.2	Statement of Designation of the Series A Participating<br> Preferred Stock of the Company*
2.3	Statement of Designation of the Series D Preferred Shares of<br> the Company*
2.4	Form of Statement of Designation of the Series E Preferred Shares of the Company (incorporated<br> by reference to Exhibit 3.6 of Amendment No.1 to the Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on December 31, 2025)
2.5	Statement<br> of Designation of the Series G Preferred Shares of the Company*
2.6	Form of Class A Warrant (incorporated by reference to Exhibit 4.3 of the Registration Statement<br> on Form F-1 previously filed with the SEC by Rubico Inc. on September 22, 2025)
2.7	Form of November Pre-funded Warrant (incorporated by reference to Exhibit 4.2 of the<br> Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on September 22, 2025)
2.8	Form of November Representative Warrant (incorporated by reference to Exhibit 4.4 of the<br> Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on September 22, 2025)
2.9	Form of Class B Warrant (incorporated by reference to Exhibit 4.5 of Amendment No.1 to the<br> Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on December 31, 2025)
2.10	Form of January Pre-funded Warrant (incorporated by reference to Exhibit 4.6 of Amendment<br> No.1 to the Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on December 31, 2025)
2.11	Form of January Representative Warrant (incorporated by reference to Exhibit 4.7 of<br> Amendment No.1 to the Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on December 31, 2025)
2.12	Description of Securities*
4.1	Shareholders’ Rights Agreement by and between the Company and<br> Broadridge Financial Services Inc. as Rights Agent*
4.2	Contribution and Conveyance Agreement dated August 1, 2025, by and between the Company and Top<br> Ships Inc. (incorporated by reference to Exhibit 10.2 of the Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on August 13, 2025)

4.3	Management Agreement by and between Athenean Empire Inc. and Central Shipping Inc.<br> (incorporated by reference to Exhibit 4.5 of the Registration Statement on Form 20-F previously filed with the SEC by Rubico Inc. on June 21, 2023)
4.4	Management Agreement by and between Roman Empire Inc. and Central Shipping Inc. (incorporated<br> by reference to Exhibit 4.4 of the Registration Statement on Form 20-F previously filed with the SEC by Rubico Inc. on June 4, 2025)
4.5	Letter Agreement dated August 1, 2025, from Central Shipping Inc. to the Company, in respect<br> of provision of management services (incorporated by reference to Exhibit 10.7 of the Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on August 13, 2025)
4.6	Loan Agreement for a Secured Floating Interest Rate Loan Facility of up to $38,000,000,<br> dated May 6, 2021, by and among Alpha Bank S.A. and Athenean Empire Inc. in relation to the M/T Eco Malibu (incorporated by reference to Exhibit 4.23 of the Annual Report on Form 20-F filed with the SEC by Top Ships Inc. on April 15,<br> 2022)
4.7	Deed of Amendment and Restatement dated June 22, 2023, among Roman Empire Inc. as borrower and<br> hedge guarantor, Top Ships Inc. as parent guarantor and ABN AMRO Bank N.V. as arranger, lender, hedge counterparty , facility agent and security agent, relating to a facility agreement dated March 18, 2021 in respect of the financing<br> of M/T Eco West Coast. (incorporated by reference to Exhibit 4.7 of the Registration Statement on Form 20-F previously filed with the SEC by Rubico Inc. on June 4, 2025)
4.8	Bareboat Charter dated August 7, 2025, between Lustre 6<br> Holding Limited and Athenean Empire Inc. and in respect of M/T Eco Malibu*
4.9	Guarantee dated August 7, 2025, between Rubico Inc. and<br> Lustre 6 Holding Limited, relating to the bareboat charter of M/T Eco Malibu*
4.10	Bareboat Charter dated August 7, 2025, between Lustre 4<br> Holding Limited and Roman Empire Inc. and in respect of M/T Eco West Coast*
4.11	Guarantee dated August 7, 2025, between Rubico Inc. and<br> Lustre 4 Holding Limited, relating to the bareboat charter of M/T Eco West Coast*
4.12	Form of Securities Purchase Agreement by and among the Company and the purchasers in the<br> Private Placement (incorporated by reference to Exhibit 4.12 of the Registration Statement on Form 20-F previously filed with the SEC by Rubico Inc. on June 4, 2025)
4.13	Equity Incentive Plan (incorporated by reference to Exhibit 4.13 of the Registration Statement<br> on 20-F previously filed with the SEC by Rubico Inc. on June 4, 2025
4.14	Common Share Purchase Agreement by and between the Company and B. Riley Principal Capital II,<br> LLC, dated July 21, 2025 (incorporated by reference to Exhibit 10.15 of the Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on July 21, 2025)
4.15	Registration Rights Agreement by and between the Company and B. Riley Principal Capital II,<br> LLC, dated July 21, 2025 (incorporated by reference to Exhibit 10.16 of the Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on July 21, 2025)
4.16	Form of Registration Rights Agreement dated August 4, 2025, by and among the Company and the<br> purchasers in the Private Placement (incorporated by reference to Exhibit 10.6 of the Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on August 13, 2025)
4.17	Share Purchase Agreement between the Company and Top Ships Inc., dated December 31, 2025<br> (incorporated by reference to Exhibit 10.20 of Amendment No. 1 to the Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on December 31, 2025)
4.18	Form of Securities Purchase Agreement by and among the Company and the purchasers in the<br> January Offering (incorporated by reference to Exhibit 10.21 of Amendment No. 1 to the Registration Statement on Form F-1 previously filed with the SEC by Rubico Inc. on December 31, 2025)
4.19	Offer Letter for the Provision of Management Services, dated<br> July 15, 2025, by Central Shipping Inc. and countersigned by Rubico Inc.*
4.20	Executive Services Agreement, dated January 22, 2026, by and<br> between Rubico Inc. and Central Mare Inc.*

4.21	Shipbuilding Contract dated<br> February 3, 2026, between Roman Shark IX Inc. and Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for the construction Product oil Tanker having builder’s Hull Number 25110062*
4.22	Share Purchase Agreement between the Company and<br> Central Mare Inc., dated February 20, 2025*
4.23	Memorandum of Agreement between Roman Shark IX Inc. and Tianjin Jinhai Sanshisi<br> Leasing Co., Ltd. in respect of Hull Number 25110062*
4.24	Bareboat Charter between Tianjin Jinhai Sanshisi Leasing Co., Ltd. and Roman<br> Shark Inc. in respect of Hull Number 25110062*
4.25	Guarantee between Rubico Inc. and Tianjin Jinhai Sanshisi Leasing Co., Ltd.,<br> relating the bareboat charter of the Product Oil Tanker having builder’s hull no. 25110062*
8.1	List of Subsidiaries*
11.1	Insider Trading Policy*
12.1	Certification of the Company’s Chief Executive Officer<br> pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
12.2	Certification of the Company’s Chief Financial Officer<br> pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
13.1	Certification of the Company’s Chief Executive Officer<br> pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
13.2	Certification of the Company’s Chief Financial Officer<br> pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
97.1	Policy for the Recovery of Erroneously Awarded Compensation*
101	The following materials from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, formatted in Inline eXtensible Business<br> Reporting Language (iXBRL): (i) Consolidated Balance Sheets as of December 31, 2024 and 2025; (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2024 and 2025; (iii) Consolidated Statements of<br> Stockholders’ Equity for the years ended December 31, 2023, 2024 and 2025; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2024 and 2025; and (v) Notes to Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

*Filed herewith.

^1^ NTD: To be inserted upon receipt of financial statements.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	Rubico Inc.
	By:	/s/ Nikolaos Papastratis
	Name:	Nikolaos Papastratis
	Title:	Chief Financial Officer
Date: March 20, 2026

RUBICO INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 1163)	F-2
Consolidated Balance sheets as of December 31, 2024 and 2025	F-3
Consolidated Statements of Comprehensive income for the years ended December 31, 2023, 2024 and 2025	F-4
Consolidated Statements of Stockholders’ equity for the years ended December 31, 2023, 2024 and 2025	F-5
Consolidated Statements of Cash flows for the years ended December 31, 2023, 2024 and 2025	F-6
Notes to the consolidated financial statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Rubico Inc.,

Majuro, Republic of the Marshall Islands

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Rubico Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2025, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte Certified Public Accountants S.A.
Athens, Greece
March 20, 2026

We have served as the Company’s auditor since 2022.

F-2

RUBICO INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2024 AND 2025

(Expressed in thousands of U.S. Dollars except share and per share data)

		December 31,
		2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	1,161		3,964
Prepayments and other	127		788
Trade accounts receivable	229		1,024
Due from related parties (Note 5)	351		1,078
Inventories	176		194
Total current assets	2,044		7,048
FIXED ASSETS:
Vessels, net (Note 4)	110,369		106,189
Total fixed assets	110,369		106,189
OTHER NON-CURRENT ASSETS:
Advances for asset acquisitions to related party (Note 5)	-		19,500
Deferred charges-related party	-		432
Restricted cash (Note 7)	1,000		900
Total non-current assets	1,000		20,832
Total assets	113,413		134,069
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 7)	4,221		4,345
Accounts payable	901		2,835
Accrued liabilities	299		736
Unearned revenue	2,195		2,088
Total current liabilities	7,616		10,004
NON-CURRENT LIABILITIES:
Non-current portion of long-term debt (Note 7)	71,580		77,937
Unearned revenue, non-current	102		330
Total non-current liabilities	71,682		78,267
COMMITMENTS AND CONTINGENCIES (Note 8)
Total liabilities	79,298		88,271
STOCKHOLDERS’ EQUITY:
Net Former Parent investment (Note 1)	3,066		-
Preferred stock, 0.01 par value; 20,000,000 shares authorized; of which 0<br> and 100,000 Series D Shares were outstanding at December 31, 2024 and 2025 respectively (Note 9)	-		1
Common stock, 0.01 par value, 1,000,000,000 shares authorized, 0 and 385,501 shares issued and outstanding at December 31, 2024 and 2025 respectively	-		4
Additional paid-in capital	-		14,032
Retained earnings	31,049		31,761
Total stockholders’ equity	34,115		45,798
Total liabilities and stockholders’ equity	113,413		134,069

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-3

RUBICO INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. Dollars except share and per share data)


Revenues (Note 15)	24,478		24,205		23,523
EXPENSES:
Voyage expenses (including 310, 302 and 295 respectively, to<br> related party) (Note 5)	508		495		596
Vessel operating expenses (including 13, 14 and 9 respectively, to<br> related party) (Note 5 and 11)	4,816		4,655		4,396
Vessel depreciation (Note 4)	4,480		4,181		4,180
Management fees-related party (Note 5)	550		567		688
General and administrative expenses (Note 5)	1,688		1,887		1,263
Operating income	12,436		12,420		12,400
OTHER INCOME/ (EXPENSES):
Interest and finance costs (including -, - and 224 respectively, to<br> related parties) (Note 5 and 12)	(5,867	)	(6,501	)	(8,262	)
Loss on derivative financial instruments (Note 9,14)	-		-		(1,555	)
Interest income	62		25		62
Total other expenses, net	(5,805	)	(6,476	)	(9,755	)
Net Income and comprehensive income attributable to common shareholders	6,631		5,944		2,645
Earnings per common share, basic and diluted (Note 10)	507.54		454.96		49.07

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-4

RUBICO INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. Dollars except share and per share data)

	Preferred Stock				Common Stock*								Additional
	# of<br><br> <br>Shares		Par<br><br> <br>Value		# of<br><br> <br>Shares			Par<br><br> <br>Value		Net Former Parent<br><br> <br>Investment			paid in<br><br> <br>Capital*			Retained<br><br> <br>Earnings			Total
BALANCE, December 31, 2022		-		-		-			-		36,225			-			18,474			54,699
Net Income		-		-		-			-		-			-			6,631			6,631
Net Decrease in Net Former Parent Investment (Note 1)		-		-		-			-		(25,597	)		-			-			(25,597	)
BALANCE, December 31, 2023		-		-		-			-		10,628			-			25,105			35,733
Net Income		-		-		-			-		-			-			5,944			5,944
Net Decrease in Net Former Parent Investment (Note 1)		-		-		-			-		(7,562	)		-			-			(7,562	)
BALANCE, December 31, 2024		-		-		-			-		3,066			-			31,049			34,115
Net Income		-		-		-			-		-			-			2,645			2,645
Net decrease in Net Former Parent Investment (Note 1)		-		-		-			-		(3,065	)		-			(1,933	)		(4,998	)
Fractional shares		-		-		(5	)		-		-			-			-			-
Issuance of capital stock on Spin-off distribution		-		-		13,065			-		-			-			-			-
Issuance of Series D preferred shares on Spin-off distribution		100,000		1		-			-		(1	)		-			-			-
Issuance of common stock including the exercise of warrants (Note 9)		-		-		372,441			4		-			15,215			-			15,219
Equity issuance costs (Note 9)		-		-		-			-		-			(1,183	)		-			(1,183	)
BALANCE, December 31, 2025		100,000		1		385,501			4		-			14,032			31,761			45,798
*	Adjusted to reflect the reverse stock splits effected in December 2025 and February 2026 (see<br> Note 9)
---	---

The accompanying notes are an integral part of these consolidated financial statements.

F-5

RUBICO INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. Dollars except share and per share data)


Cash Flows from Operating Activities:
Net Income	6,631		5,944		2,645
Adjustments to reconcile net income to net cash provided by operating activities:
Vessel depreciation	4,480		4,181		4,180
Amortization and write-off of deferred financing costs	713		195		1,405
Offering costs expensed attributable to warrants treated as liability (Note 9, 12)	-		-		658
Debt Prepayment fees (Note 7, 12)	-		-		941
Loss on derivative financial instruments	-		-		1,555
(Increase)/Decrease in:
Inventories	(31	)	26		(18	)
Trade accounts receivable	5		(229	)	(795	)
Prepayments and other	(117	)	54		(661	)
Due from related parties	-		(351	)	(727	)
Increase/(Decrease) in:
Accounts payable	(180	)	753		1,725
Accrued liabilities	-		36		303
Unearned revenue	303		(111	)	121
Net Cash provided by Operating Activities	11,804		10,498		11,332
Cash Flows from Investing Activities:
Advances for asset acquisitions and related deferred charges	-		-		(19,932	)
Net Cash used in Investing Activities	-		-		(19,932	)
Cash Flows from Financing Activities:
Proceeds from debt	82,000		-		84,000
Net payments to Former Parent company	(25,597	)	(7,562	)	(4,999	)
Principal payments of debt	(5,028	)	(4,400	)	(4,225	)
Prepayment of debt	(61,150	)	-		(73,567	)
Payment of financing costs	(1,668	)	(169	)	(1,128	)
Proceeds from related party debt	-		-		20,500
Prepayment of related party debt	-		-		(20,500	)
Payment of debt Prepayment fees (Note 7, 12)	-		-		(736	)
Payment of debt Prepayment fees-related party (Note 7, 12)	-		-		(205	)
Proceeds from equity offerings, gross	-		-		13,664
Equity issuance costs (Note 9)	-		-		(1,501	)
Net Cash (used in)/provided by Financing Activities	(11,443	)	(12,131	)	11,303
Net increase/(decrease) in cash and cash equivalents and restricted cash	361		(1,633	)	2,703
Cash and cash equivalents and restricted cash at beginning of the year	3,433		3,794		2,161
Cash and cash equivalents and restricted cash at end of the year	3,794		2,161		4,864
Cash breakdown
Cash and cash equivalents	2,794		1,161		3,964
Restricted cash, current	-		-		-
Restricted cash, non-current	1,000		1,000		900
SUPPLEMENTAL CASH FLOW INFORMATION
Finance fees included in Accounts payable/Accrued liabilities/Due to related parties	143		-		4
Equity issuance costs included in Accounts payable/Accrued liabilities/Due to related parties	-		-		340
Interest paid	5,327		6,154		5,022

The accompanying notes are an integral part of these consolidated financial statements.

F-6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)
1.	Basis of Presentation and General Information
---	---

Rubico Inc. (“Rubico”) was formed by Top Ships Inc. (the “Former Parent”) on August 11, 2022 under the laws of the Republic of the Marshall Islands to serve as the holding company of Roman Empire Inc. and Athenean Empire Inc. Top Ships Inc. contributed to Rubico Inc. its 100% interest in Roman Empire Inc. and Athenean Empire Inc. that own two 157,000 dwt suezmax tankers, the M/T Eco West Coast and the M/T Eco Malibu, built in March and May 2021 respectively. Both vessels are time chartered to Clearlake Shipping Pte Ltd.

The contribution was completed on August 1, 2025 (spin-off date) and 13,065 Common Shares and 100,000 from a new series of preferred shares, the Series D Preferred shares (the “Spin off”) were issued. The contribution of Common Shares was pro rata to the beneficial holders of the Former Parent’s outstanding common shares and to beneficial holders of the Former Parent’s outstanding common stock purchase warrants on an as-exercised basis as of June 16, 2025, the record date of the Spin-Off. 100,000 Series D perpetual Preferred shares (see Note 9) were contributed to the holder of the Series D perpetual preferred shares (the “Series D preferred shares”) of the Former Parent to mirror the rights of the Series D preferred shares of the Former Parent. The holder of the Series D preferred shares of the Former Parent is the Lax Trust, which is an irrevocable trust established for the benefit of certain family members of the President, Chief Executive Officer and Director of the Former Parent, Mr. Evangelos Pistiolis.

The accompanying consolidated financial statements include the accounts of Rubico Inc. and its subsidiaries (collectively, the “Company”). Roman Empire Inc. and Athenean Empire Inc. have been accounted using the historical carrying costs of their assets and liabilities from their dates of incorporation. For periods up to August 1, 2025, the accompanying financial statements reflect the financial position and results of the carve-out operations of Roman Empire Inc., Athenean Empire Inc. and Rubico.

In addition, for periods, up to August 1, 2025, intercompany accounts and transactions between Athenean Empire Inc., Roman Empire Inc., Rubico and the Former Parent have been accounted for as Net Former Parent Company investment and represent contributions from or to the Former Parent. The Company as part of the Spin-off has agreed to reimburse the Former Parent for all the expenses that the latter was charged on the Company’s behalf in 2025 and up to the spin-off date. The reporting and functional currency of the Company is the United States Dollar.

The Company is an international provider of worldwide crude oil and passenger recreational transportation services.

The Company’s vessels are managed by Central Shipping Inc. (“CSI”), a related party affiliated with the family of Evangelos J. Pistiolis, the Former Parent’s Chief Executive Officer, Director and President, Mr. Evangelos J. Pistiolis.

As of December 31, 2025, the Company was the sole owner of all outstanding shares of the following subsidiary companies:

Wholly owned Shipowning Companies (“SPC”)<br><br> <br>during years ended December 31, 2023, 2024 and 2025	Date of<br><br> <br>Incorporation	Country of<br><br> <br>Incorporation	Vessel	Delivery Date
Roman Empire Inc.	February 2020	Marshall Islands	Eco West Coast	March 2021
Athenean Empire Inc.	February 2020	Marshall Islands	Eco Malibu	May 2021
2.	Significant Accounting Policies
---	---

Principles of Consolidation:

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts and operating results of Rubico Inc. and its subsidiaries referred to in Note 1. Intercompany balances and transactions have been eliminated on consolidation.

Use of Estimates: The preparation of the accompanying consolidated financial statements in conformity

      with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the
      reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates mainly include vessel useful lives and residual values. Actual results may differ from these estimates.

F-7

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)

Foreign Currency Translation: The Company’s functional currency is the U.S. Dollar because its vessels

      operate in international shipping markets, and therefore primarily transacts business in U.S. Dollars. The Company’s books of account are maintained in U.S. Dollars. Transactions involving other currencies during the year are converted into U.S.
      Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies are translated to U.S. Dollars based on the year-end exchange rates
      and any gains and losses are included in the statements of income.

Cash and Cash Equivalents: The Company considers highly liquid investments such as time deposits and

      certificates of deposit with an original maturity of three months or less to be cash equivalents.

Restricted Cash: The Company considers amounts that are pledged, blocked, held as cash collateral, required to be

      maintained with a specific bank or be maintained by the Company as minimum cash under the terms of a loan agreement, as restricted and these amounts are presented separately on the balance sheets. In the event original maturities are shorter than
      twelve months, such deposits are presented as current assets while if original maturities are longer than twelve months, such deposits are presented as non-current assets.

Trade Accounts Receivable, net: The amount shown as trade accounts receivable, net at each balance sheet date,

      includes estimated recoveries from charterers for hire billings, net of provisions for doubtful accounts and also accrued revenue resulting from straight-line revenue recognition of charter agreements that provide for varying charter rates, as
      well as a receivable in relation to European Union Allowances \(“EUAs”\) from charterers \(see below\). As of December 31, 2024 and 2025 EUAs due from charterers amounted to $229 and $1,021 respectively. At each balance sheet date, all potentially
      uncollectible accounts are assessed individually, combined with the application of a historical recoverability ratio, for purposes of determining the appropriate provision for doubtful accounts. The Company assessed that it had no potentially
      uncollectible accounts and hence formed no provision for doubtful accounts at December 31, 2024 and 2025 respectively.

Inventories: Inventories consist of lubricants and paints on board the vessels. Inventories are stated at the lower of cost and net

      realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Cost, which consists of the purchase price, is
      determined by the first in, first out method.

Vessel Cost: Vessels are stated at cost, which consists of the contract price, pre-delivery costs and capitalized interest (if any)

      incurred during the construction of new building vessels and any material expenses incurred upon acquisition \(improvements and delivery costs\). Subsequent expenditures for conversions and major improvements are also capitalized when they
      appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. Repairs and maintenance are charged to expense as incurred and are included in Vessel operating expenses in the statements of
      comprehensive income. Vessels acquired as asset acquisitions are stated at historical cost, which consists of the contract price less discounts, plus any material expenses incurred upon acquisition \(delivery expenses and other expenditures to
      prepare for the vessel’s initial voyage\). Vessels acquired from entities under common control are recorded at historical cost.

Impairment of Long-Lived Assets: The Company evaluates the existence of impairment indicators whenever events

      or changes in circumstances indicate that the carrying values of the Company’s long-lived assets are not recoverable. Such indicators of potential impairment include, vessel sales and purchases, business plans, declines in the fair market value
      of vessels and overall market conditions. If there are indications for impairment present, the Company determines undiscounted projected net operating cash flows for its vessels and compares it to the vessels carrying value. If the carrying value
      of the vessel exceeds its undiscounted future net cash flows, the carrying value is reduced to its fair value, and the difference is recognized as an impairment loss. The impairment evaluation the Company conducted as of December 31, 2024 and
      2025 showed that there are no impairment indications for its vessels.

Vessel Depreciation: Depreciation is calculated using the straight-line method over the estimated useful life of the

      Company’s vessels, after deducting the estimated salvage value. The vessels salvage value was equal to the product of its lightweight tonnage and estimated scrap rate, of $0.43 per lightweight ton. Management estimates the useful life of the Company’s vessels to be 25
      years from the date of initial delivery from the shipyard. Second hand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. When regulations place limitations over the ability of a vessel to
      trade on a worldwide basis, its useful life is adjusted at the date such regulations are adopted.

Dry-Docking Costs: All dry-docking and special survey costs are expensed in the period incurred.

Financing Costs: Fees incurred and paid to lenders for obtaining new loans or refinancing existing ones are recorded as a

      contra to debt and such fees are amortized to interest and finance costs over the life of the related debt using the effective interest method. Unamortized fees relating to loans prepaid or refinanced are expensed in the period when a prepayment
      or refinancing is made and charged to interest and finance costs. Any unamortized balance of costs relating to debt refinanced that does not meet the criteria for debt extinguishment, is amortized over the term of the refinanced debt.

F-8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)

Accounting for Revenue and Expenses: Revenues are generated from time charter arrangements. A time

      charter is a contract for the use of a vessel for a specific period of time and a specified daily charter hire rate, which is generally payable monthly in advance. The Company’s time charter agreements are classified as operating leases pursuant
      to Accounting Standards Codification \(“ASC”\) 842 - Leases, and therefore do not fall under the scope of Accounting Standards Codification \(“ASC”\) 606 because: \(i\) the vessel is an identifiable asset; \(ii\) the Company as lessor, does not have
      substantive substitution rights; and \(iii\) the charterer, as lessee, has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.

Revenue is shown net of address commissions, if applicable, payable directly to charterers under the relevant charter agreements. Address commissions represent a common market practice discount (sales incentive) on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer. Commissions on time charter revenues are recognized on a pro rata basis over the duration of the period.

Time charter revenue is recognized as earned on a straight-line basis over the term of the relevant time charter starting from the vessel’s delivery to the charterer, except for any agreed or estimated off-hire period. Revenue generated from variable lease payments is recognized in the period when changes in the facts and circumstances on which the variable lease payments are based occur. The Company elected to not separate the lease and non-lease components included in the time charter revenue because (i) the pattern of revenue recognition for the lease and non-lease components (included in the daily hire rate) is the same and (ii) the lease component would be classified as an operating lease. The daily hire rate represents the hire rate for a bare boat charter as well as the compensation for expenses incurred running the vessel such as crewing expense, repairs, insurance, maintenance and lubes. Both the lease and non-lease components are earned by passage of time. Under a time charter agreement, vessel management fees, broker’s commissions and operating expenses such as, crew wages, provisions and stores, technical maintenance and insurance expenses are paid by the vessel owner, whereas voyage expenses such as bunkers, port expenses, agents’ fees, and extra war risk insurance are paid by the charterer, with the exception of broker’s commissions. Vessel operating expenses are expensed as incurred. Unearned revenue represents cash received prior to year-end related to revenue applicable to periods after December 31 of each year and balances resulting from straight-line revenue recognition of charter agreements that provide for varying charter rates.

The Company pays commissions to ship brokers and to CSI, associated with arranging the Company’s charters. These brokers’ commissions are recognized over the related charter period and are included in voyage expenses in the accompanying Statements of income.

Segment Reporting: The Company reports financial information and evaluates its operations by total charter revenue and

      not by the type of vessel or vessel employment for its customers. The Board of Directors of the Company, the chief operating decision makers, \(“CODM”\) assess performance for the vessel operations segment and decides how to allocate resources
      based on consolidated net income thus the Company has determined that it operates under one reportable segment. The CODM do not use
      discrete financial information to evaluate the operating results for each type of charter or vessel but is instead regularly provided with only the combined expenses as noted on the face of the consolidated statements of comprehensive income.
      Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable.

Liability for European Union Allowances (“EUAs”): The maritime emissions trading scheme (“ETS”),

      applicable from January 1, 2024, applies to all the shipowning companies of the Company and refers to emissions generated by intra-EU maritime voyages and emissions from voyages which start or end at EU ports \(but the other destination is outside
      the EU\). Since the liability derives from the choice of voyages which are directed, controlled and the benefit of which is attributed to our time charterers, the latter are responsible and liable for securing the EUAs to settle the environmental
      credit obligations derived from voyages they performed. However, should they fail to do so, the ultimate liability lies with the shipowning companies. As such the liability to purchase EUAs for voyages subject to ETS performed by our vessels is
      presented by the Company under Accounts payable and the EUAs that are receivable by the Company from our time charterers are presented under Trade accounts receivable in the accompanying consolidated balance sheets. Any EUAs that have been paid
      into the EUA account of Central Mare Inc. \(“Central Mare”\), a related party affiliated with the family of Mr. Evangelos J. Pistiolis, by our Charterers are presented under Due from/to related parties \(see Note 5\). Since the EU has set the first
      settlement of EUAs for the 2024 and 2025 voyages subject to ETS on September 30, 2025 and September 30, 2026, respectively, such receivables and liabilities have been presented as current. The liability in connection with the 2024 voyages was
      fully settled on September 30, 2025, as dictated by the EU. The receivable and payable EUAs as well as the EUAs paid by our time charterers to Central Mare are considered a Level 1 item in the fair value hierarchy \(since the EUAs are quoted in an
      active market\) and all such receivable and payable balances are presented at their fair value as at the reporting date.

F-9

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)

Leases:

•	Sale-leaseback transactions: In accordance with ASC 842, the Company, as seller-lessee, determines whether the transfer of an asset should be accounted for as a sale in<br> accordance with ASC 606 (existence of a contract and satisfaction of performance obligation by transferring of the control of the asset). The existence of an option for the seller-lessee to repurchase the asset precludes the accounting<br> for the transfer of the asset as a sale unless both of the following criteria are met: (1) the exercise price of the option is the fair value of the asset at the time the option is exercised; and (2) there are alternative assets,<br> substantially the same as the transferred asset, readily available in the marketplace. If the transfer of the asset meets the criteria of sale, the Company, as seller-lessee recognizes the transaction price for the sale when the<br> buyer-lessor obtains control of the asset, derecognizes the carrying amount of the underlying asset and accounts for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, the Company does not<br> derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest.
•	Finance lease: The Company classifies a lease as a finance lease when the lease meets any of the following criteria at lease commencement:
---	---
i.	The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.
---	---
ii.	The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.
---	---
iii.	The lease term is for the major part of the remaining economic life of the underlying asset. However, if the commencement date falls at or near the end of the<br> economic life of the underlying asset, this criterion shall not be used for purposes of classifying the lease.
---	---
iv.	The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or<br> exceeds substantially all of the fair value of the underlying asset.
---	---
v.	The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.
---	---

When none of these criteria are met the Company classifies the lease as an operating lease.

•

Operating lease- The Company as a lessee: The Company recognizes right-of-use assets (“ROU”) and corresponding lease liabilities for its operating leases. ROU assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made to the lessor prior to lease commencement, less any lease incentives, and initial direct costs incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

Other Comprehensive Income: The Company follows the provisions of guidance regarding reporting comprehensive

      income which requires separate presentation of certain transactions, such as unrealized gains and losses from effective portion of cash flow hedges, change in foreign currency translation adjustments, which are recorded directly as components of
      stockholders’ equity.

Financial liabilities: Financial liabilities are classified as either financial

      liabilities at ‘fair value through the profit and loss’ \(“FVTPL”\) or ‘other financial liabilities’. Financial instruments classified as FVTPL are recognized at fair value in the balance sheet when the Company has an obligation to perform under
      the contractual provisions of those instruments. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Changes in the fair value of financial instruments are recognized in
      earnings, except in the cases where these financial instruments fall under the guidance in ASC 815-40, where they are initially classified in equity and are initially measured at fair value in permanent equity and subsequent changes in fair value
      are not subsequently measured. Other financial liabilities \(including borrowings and trade and other payables\) are subsequently measured at amortized cost using the effective interest rate method.

F-10

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)

Earnings / (Loss) per Share: Basic earnings/(loss) per share are

      computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or
      other contracts to issue common stock were exercised. For purposes of calculating diluted earnings per share the denominator of the diluted earnings per share calculation includes the incremental shares assumed issued under the treasury stock
      method weighted for the period the non-vested shares were outstanding. The computation of diluted earnings per share also reflects the potential dilution that could occur if warrants to issue common stock were exercised, to the extent that they
      are dilutive, using the treasury stock method. Finally net income or loss available to common stockholders, when computing basic earnings/\(loss\) per share, is reduced to reflect any dividends or deemed dividends on preferred stock.

Recent Accounting Pronouncements:

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)”. The amendments in this Update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods December 15, 2027. Early adoption is permitted. The amendments in ASU 2024-03 should be applied prospectively to financial statements issued for reporting periods after the effective date of this update, with retrospective application to any or all prior periods presented in the financial statements permitted. The Company evaluated the impact of this ASU on its consolidated financial statements and determined that there is no effect on its results of operations.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the navigability and applicability of interim reporting guidance under US GAAP and adds a new disclosure principle for interim periods. The amendments are not intended to change the fundamental nature of interim reporting or expand or reduce substantive interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 for public business entities and after December 15, 2028 for entities other than public business entities, with early adoption permitted. The Company is currently evaluating the impact that adopting this update may have on its consolidated financial statement disclosures.

In December 2025 the FASB issued ASU No. 2025-12 to clarify, correct errors in or make other improvements to a broad range of topics in the Accounting Standards Codification (“ASC”), including ASC 260, Earnings Per Share; ASC 325, Investments — Other; and ASC 958, Not-for-Profit Entities. The guidance is effective for all entities for annual reporting periods beginning after 15 December 2026, and interim periods within those annual periods. Early adoption is permitted. Entities are required to apply the amendments to ASC 260 retrospectively to each prior reporting period presented in the period of adoption. Entities can apply all other amendments in the period of adoption either (1) prospectively to all new transactions recognized on or after the date that the entity first applies the amendments or (2) retrospectively to the beginning of the earliest comparative period presented, with an adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the earliest comparative period presented. An entity may elect the transition method on an issue-by-issue basis (except for the ASC 260 amendments). The Company evaluated the impact of this ASU on its consolidated financial statements and determined that there is no effect on its results of operations.

There are no other recent accounting pronouncements the adoption of which is expected to have a material effect on the Company’s consolidated financial statements in the current or any future periods.

3.	Going Concern

The Company for the year ended December 31, 2025 realized net income of $2,645 and generated cash flow from operations of $ 11,332. At December 31, 2025, the Company had a working capital deficit of $2,956, which includes an amount of $2,088 of unearned revenue. This amount represents current liabilities that do not require future cash settlement.

In addition, as of the date of issuance of these financial statements and for the next 12 months, the Company, pursuant to the consummation of the Newbuilding MR SPA had contractual commitments amounting to $6,780, out of which $5,763 are financed by the arranged sale and leaseback financing (see Note 16).

In addition, upon consummation of the Share Purchase Agreement (“SPA”) for the newbuilding mega yacht M/Y Sanlorenzo “1150 Exp” with hull number 158 (the “Newbuilding Yacht”), that the Company has contracted to acquire (the “Newbuilding Yacht SPA”, see Note 5 and 9) the Company will have additional contractual commitments of Euro 26,000 or $30,508, which are non-recourse to the Company. Furthermore, the Company has additional contractual obligations to the Former Parent as seller of the Newbuilding Yacht amounting to $18,500 payable in 2026, $4,000 from which have been settled as of the date of issuance of these financial statements. As described in the Newbuilding Yacht SPA (see Note 5), the Former Parent can demand settlement in the form of Series E Preferred shares (see Note 5) in case the Company does not settle any installments when due, thus for the portion, if any, of the contractual obligations with the Former Parent settled through issuance of Series E Preferred shares, no cash outflow will be required.

F-11

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)

In the Company’s opinion, the Company will be able to finance its working capital deficit with cash on hand, operational cash flows and cash flows from financing activities, including potential equity offerings, and hence the Company believes it has the ability to continue as a going concern and finance its obligations as they come due over the next twelve months following the date of the issuance of these consolidated financial statements. Consequently, the consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

4.	Vessels, net

The amounts in the balance sheets are analyzed as follows:


Balance, December 31, 2023	126,646	(12,096	)	114,550
—Depreciation	-	(4,181	)	(4,181	)
Balance, December 31, 2024	126,646	(16,277	)	110,369
—Depreciation	-	(4,180	)	(4,180	)
Balance, December 31, 2025	126,646	(20,457	)	106,189

As of December 31, 2025 the titles of ownership of both our vessels are held by the respecting vessel lenders to secure the relevant sale and lease back financing transactions (see Note 7).

5.	Transaction with Related Parties

(a) Central Mare Inc.– Executive Officers and Other Personnel Agreements: On August 1, 2025, the Company entered into separate agreements with Central Mare, pursuant to which Central Mare provides the Company with its executive officers (Chief Executive Officer and Chief Financial Officer) and a number of Managerial and administrative employees.

The Former Parent has agreed with Central Mare to manage and collect on its behalf all of the EUAs due to the Former Parent from the Former Parent’s (and hence the Company’s) charterers. The Company has entered into the same agreement with Central Mare subsequent to the spin-off date. As of December 31, 2024 and 2025, the amounts due from Central Mare were $351 and $1,099 respectively, referring exclusively to EUA’s collected on the Company’s behalf from the Company’s charterers. Such amount is included in Due from related parties in the accompanying consolidated balance sheets.

The fees charged by and expenses relating to Central Mare for the years ended December 31, 2023, 2024 and 2025 are as follows:

	Year ended December 31,
	2023	2024	2025	Presented in:
Executive officers and other personnel expenses	-	-	48	General and administrative expenses – Consolidated statements of comprehensive income
Total	-	-	48

F-12

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)

(b) Central Shipping Inc.(“CSI”) Management Agreements: On May 28, 2020, the Company’s vessel-owning

      subsidiaries entered into two management agreements, one for each vessel, with CSI \(the “CSI Management Agreements”\) and the Company entered into a letter agreement with CSI on July 15, 2025, as amended on December 30, 2025 \(“CSI Letter Agreement”\). The CSI
      Management Agreements and the CSI Letter Agreement \(together the “Management Agreements”\) can only be terminated subject to an eighteen-month
      advance notice, subject to a termination fee equal to twelve months of fees payable under the Management Agreements.

Pursuant to the Management Agreements, the Company pays a management fee of $670 per day for the provision of technical, commercial, operation, insurance, bunkering and crew management, commencing three months before the vessel is scheduled to be delivered by the shipyard. In addition, the Management Agreements provide for payment to CSI of: (i) $609 per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% on all gross vessel sale proceeds or the purchase price paid for vessels; (iv) in the case of a vessel under construction a 1.00% of commission denoted as “Newbuilding vessels monitoring fee” that is payable as follows: 25% of the commission on the purchase of the newbuilding construction contract, 25% of the commission on the steel cutting of the newbuilding vessel, 25% of the commission on launching of the newbuilding vessel and 25% of the commission on the delivery of the newbuilding vessel to the Company (“steel cutting” and “launching” are newbuilding vessel construction milestones, evidenced by notices received by the shipyard) and (v) a financing fee of 0.2% on derivative agreements and loan financing or refinancing. CSI will perform supervision services for any newbuilding vessels while the vessels are under construction, for which the Company will pay CSI the actual cost of the supervision services plus a fee of 7% of such supervision services.

CSI provides, at cost, all accounting, reporting and administrative services. Finally, the Management Agreements provide for a performance incentive fee for the provision of management services to be determined at the discretion of the Company’s Board of Directors. The Management Agreements have an initial term of five years, after which they will continue to be in effect until terminated by either party subject to an eighteen-month advance notice of termination. Pursuant to the terms of the Management Agreements, all fees payable to CSI are adjusted annually according to the US Consumer Price Inflation (“CPI”) of the previous year and if CPI is less than 2% then a 2% increase is effected and if CPI is more than 5% than a 5% increase is effected.

As of December 31, 2024 and 2025 CSI was owed $- and $160 by the Company. The fees charged by and expenses relating to CSI for the years ended December 31, 2023, 2024 and 2025 are as follows

	Year ended December 31,
	2023	2024	2025	Presented in:
Management fees	460	477	489	Management fees – related party –Statements of comprehensive income
Superintendent fees	13	14	9	Vessel operating expenses – Statements of comprehensive income
Accounting and reporting cost*	90	90	199	Management fees – related party – Statements of comprehensive income
Financing fees	164	-	209	Net in Current and Non-current portions of long-term debt – Balance sheet
Commission on charter hire agreements	310	302	295	Voyage expenses - Statements of comprehensive income
Newbuilding vessels monitoring fee	-	-	432	Deferred Charges- related party- Balance sheet
Total	1,037	883	1,633
*	Accounting and reporting cost for the<br> years ended December 31, 2023 and 2024 and for the period from January 1, 2025 to the spin off date represents an allocation of the expenses incurred by the Former Parent based on the number of calendar days of the Company’s vessels to<br> total calendar days of the Former Parent’s fleet.
---	---

(c) Short-term loans from Top Ships Inc. (“Top Ships bridge loan”) and Tribus Sororibus Lax Inc. (“Tribus” and

        “Tribus bridge loan”\): On November 7, 2025 the Company entered into an unsecured short-term credit facility for up to $9,000
      with Top Ships Inc and up to $11,500 with Tribus, a related party affiliated with the President, Chief Executive Officer and Director
      of the Former Parent, Mr. Evangelos Pistiolis. The Top Ships bridge loan and Tribus bridge loan were obtained to facilitate the refinancing of M/T Eco Malibu. Both facilities bore an interest of 6.0% per annum, an arrangement fee of 2.0% and a
      prepayment fee of 1.0% in case the Company prepaid the loan outstanding balance before its original maturity of 90 days. The total amount of $20,500
      was drawn down on November 7, 2025. Rubico prepaid the outstanding amount of $20,500 on November 12, 2025 together with interest,
      arrangement fees and prepayment fees. Related party interest expense, arrangement fees and prepayment fees for the year ended December 31, 2025 incurred in connection with these credit facilities, amounted to $19, $451 and $205 respectively and are included in interest and finance costs in the accompanying consolidated statements of comprehensive income. As of December
      31, 2025, there were no interest, arrangement or prepayment fees due to Top Ships Inc or Tribus. Due to the related party nature,
      the abovementioned transactions were approved by a special committee of the Company’s board of directors \(the “Special Committee”\), of which all of the directors were independent after obtaining a fairness opinion relating to the bridge loans. As
      of December 31, 2025, the Former Parent owed $139 to the Company.

F-13

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)

(d) Advances for asset acquisitions to related party: On December 4, 2025, the Company entered into a

      letter of intent \(“LOI”\) relating to the prospective purchase from the Former Parent of Roman Explorer Inc. \(see below\) whereby the Former Parent was precluded from marketing or selling the Newbuilding Yacht until March 31, 2026. The
      consideration for the LOI was $4,000 \(“LOI advance”\) and it was netted-off against the New Yacht consideration \(see below\). The
      consideration was refundable in case the Company elected not to proceed with the acquisition of Roman Explorer Inc. The Company on December 31, 2025 \(the “Newbuilding Yacht SPA signing date”\) entered into an SPA for the purchase from the Former
      Parent of Roman Explorer Inc., a wholly owned subsidiary that owns 100% of the Newbuilding Yacht for a consideration of $38,000 \(the “New Yacht Consideration”\). On the Newbuilding Yacht SPA signing date, the Company settled $19,500 of the New Yacht Consideration by netting-off the LOI advance and by paying $15,500. The remaining $18,500 will be settled in installments over a period of 300 days following the Company’s entry into the Newbuilding Yacht SPA. Under certain circumstances the Former Parent can demand the payment of
      installments in the form of newly-issued Series E Perpetual Convertible Preferred Shares \(see below\). As of the date of these financial statements the Company had settled $23,500 of the New Yacht consideration. In connection with the signing of the Newbuilding Yacht SPA the Company was charged with $432 from CSI as a newbuilding monitoring fee \(see Note 5b\). The abovementioned transaction was approved by a special committee of the Company’s board of directors \(the
      “Special Committee”\), of which all of the directors were independent. The Special Committee obtained a fairness opinion relating to the consideration of the transaction from an independent financial advisor.

(e) Series E Perpetual Convertible Preferred Shares: As contemplated by the Newbuilding Yacht SPA, the

      Former Parent may under certain circumstances demand the payment of installments in the form of newly-issued Series E Perpetual Convertible Preferred Shares \(the “Series E Preferred Shares”, see Note 9\). As of December 31, 2025 no Series E Preferred Shares are issued.

(f) General and administrative expenses allocation prior to Spin-off: Until the

      spin-off date, part of the general and administrative expenses incurred by the Former Parent have been allocated to the Company based on the number of calendar days of the Company’s vessels to total calendar days of the Former Parent’s fleet.

6.	Leases

Lease arrangements, under which the Company acts as the lessor

Charter agreements:

During the years ended December 31, 2024 and 2025, the Company operated two vessels (M/T’s Eco West Coast and Eco Malibu) under time charters with Clearlake Shipping Pte Ltd (“Clearlake”).

Future minimum time-charter receipts of the Company’s vessels in operation as of December 31, 2025, based on commitments relating to its non-cancellable time charter contracts as of December 31, 2025, are as follows:

Year ending December 31,	Time Charter receipts
2026		22,666
2027		21,950
2028		21,952
2029		21,892
2030 and thereafter		18,894
Total		107,354

In arriving at the minimum future charter revenues, it has been assumed that no off-hire time is incurred, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.

F-14

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)
7.	Debt
---	---

The amounts in the balance sheets are analyzed as follows:

	December 31,
Financier/ Vessel	2024			2025
Total long term debt:
AVIC Facility (M/T Eco West Coast)		38,617			-
Huarong Facility (M/T Eco Malibu)		38,800			-
New Huarong Facility (M/T Eco West Coast and M/T Eco Malibu)		-			83,625
Total long term debt		77,417			83,625
Less: Deferred finance fees		(1,616	)		(1,343	)
Total long term debt net of deferred finance fees		75,801			82,282
Presented:
Current portion of long term debt		4,221			4,345
Long term debt		71,580			77,937
Total Debt net of deferred finance fees		75,801			82,282

Financings committed under sale and leaseback agreements

The below sale and leaseback agreements (“SLB”s) contain, customary covenants and event of default clauses, including cross-default provisions and restrictive covenants.

The New Huarong Facility (defined below) contains performance requirements including (i) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 85% and (ii) minimum free liquidity of $400 for M/T Eco West Coast and $500 for M/T Eco Malibu at the Company’s level.

The SLBs included below (excluding the New Huarong Facility) contained, customary covenants and event of default clauses, including cross-default provisions and restrictive covenants and performance requirements including (i) a ratio of total net debt to the aggregate market value of the fleet applicable to the Company and to the Former Parent, current or future, of no more than 75% and (ii) minimum free liquidity of $500 per delivered vessel owned/operated applicable to the Company and to the Former Parent.

Additionally, all the SLBs contain restrictions on the relative shipowning company incurring further indebtedness or guarantees and paying dividends when in default or if such dividend payment would result in an event of default or a termination event under the SLB agreements. All the SLBs have change of control provisions whereby there may not be a change of control of the Company, save with the prior written consent of the financier.

Finally, the AVIC SLB and the Huarong Facility had an asset cover ratio covenant of 120% and the New Huarong Facility has an asset cover ratio covenant of 117.6%.

The below SLBs are secured mainly by the following:

•	Ownership of the vessel financed;
•	Assignment of insurances and earnings of the vessel financed;
---	---
•	Specific assignment of any time charters of the vessel financed with duration of more than 12<br> months;
---	---
•	Corporate guarantee of the Company and of the Former Parent;
---	---
•	Pledge of the shares of the relative shipowning subsidiary;
---	---
•	Pledge over the earnings account of the vessel financed.
---	---

F-15

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)

AVIC Facility

On December 14, 2023 the Company consummated an SLB with AVIC International Leasing Co. Ltd (“AVIC” and the “AVIC Facility”), for $41,000 for the refinancing of the M/T Eco West Coast. The Company bareboat chartered back the vessel for a period of ten years at bareboat hire rates comprising of 120 consecutive monthly installments of $183.3 and a balloon payment of $19,000 payable on the last installment, plus interest based on Term SOFR plus 2.65%.

As part of this transaction, the Company had continuous options to buy back the vessel at purchase prices stipulated in the bareboat agreement depending on when the option would be exercised and at the end of the ten-year period the Company had an obligation to buy back the vessel at a cost represented by the balloon payment.

The AVIC Facility was accounted for as a financing transaction, as control remained with the Company and M/T Eco West Coast continued to be recorded as an asset on the Company’s balance sheet.

The Company purchased M/T Eco West Coast on November 6, 2025, for $36,783, with funds from the New Huarong Facility (see below) and the Company accelerated the amortization of deferred financing fees amounting to $767 and also incurred purchase fees of $736.

Huarong Facility

On December 20, 2023 the Company consummated an SLB with China Huarong Shipping Financial Leasing Co Ltd. (“Huarong” and the “Huarong Facility”), for $41,000 for the refinancing of the M/T Eco Malibu. The Company bareboat chartered back the vessel for a period of ten years at bareboat hire rates comprising of 120 consecutive monthly installments of $183.3 and a balloon payment of $19,000 payable on the last installment, plus interest based on Term SOFR plus 2.50%.

The Huarong Facility was accounted for as a financing transaction, as control remained with the Company and M/T Eco Malibu continued to be recorded as an asset on the Company’s balance sheet.

The Company purchased M/T Eco Malibu on November 12, 2025 for $36,783. Following the vessel’s purchase that was facilitated via Company’s cash and two related party short-term bridge loans from the Former Parent and Tribus (see Note 5), the Company concluded the refinancing of M/T Eco Malibu with the same institution (see “New Huarong Facility” below).

The Company transferred $19,050 to the Former Parent out of the net proceeds from the AVIC Facility and the Huarong facility (after their previous facilities prepayment).

F-16

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)

New Huarong Facility

On August 7, 2025, the Company entered into a new SLB financing facility with Huarong (the “New Huarong Facility”) in the aggregate amount of $84,000 ($42,000 for each vessel), for the purpose of refinancing the Huarong Facility and the AVIC Facility secured by the vessels M/T Eco West Coast and M/T Eco Malibu, respectively. Pursuant to the SLB terms, the Company bareboat chartered back each vessel for a period of ten years at bareboat hire rates comprising of 120 consecutive monthly installments of $183 for M/T Eco West Coast and $192 for M/T Eco Malibu, along with a purchase obligation of $20,000 for M/T Eco West Coast and $19,000 for M/T Eco Malibu at the expiry of each bareboat charter respectively, bearing an interest rate of 3-month term SOFR plus a margin of 1.95% per annum for M/T Eco West Coast and a margin of 2.10% per annum for M/T Eco Malibu.

Under the New Huarong Facility terms, the Company has the option to buy back the vessels after the first year at purchase prices stipulated in the bareboat charter agreement depending on when the option is exercised and has a purchase obligation at the end of the 10 year period. Concurrently with entry into the New Huarong Facility, the Former Parent provided a guarantee of the Company’s obligations in connection with SLBs that the Former Parent entered into for its fleet with Huarong for a total amount of $207,000. Both the Parent’s and the Company’s facilities include cross default provisions, whereby if the Former Parent defaults under his SLBs, the Company’s SLBs will be declared in default as well. In connection with the New Huarong Facility, both the Company and the Former Parent provided a guarantee of the obligations of the vessel-owning subsidiaries of M/T Eco West Coast and M/T Eco Malibu under their respective corporate guarantees. The New Huarong Facility was consummated on November 6, 2025 and November 12, 2025 for M/T Eco West Coast and M/T Eco Malibu, respectively.

The New Huarong Facility was accounted for as a financing transaction, as control will remain with the Company and the two vessels will continue to be recorded as assets on the Company’s balance sheet. In addition, the Company has an obligation to repurchase the vessels. Finally, the Company treated the refinancing of the Huarong facility with the New Huarong Facility as a debt modification.

The applicable SOFR as of December 31, 2025 was approximately 3.74%.

Scheduled Principal Repayments: The Company’s annual principal payments required to be made after

      December 31, 2025 on its loan obligations, are as follows:

Years
December 31, 2026	4,500
December 31, 2027	4,500
December 31, 2028	4,500
December 31, 2029	4,500
December 31, 2030 and thereafter	65,625
Total	83,625

As of December 31, 2025, the Company was in compliance with all debt covenants with respect to the New Huarong Facility. The fair value of debt outstanding on December 31, 2025, after excluding unamortized financing fees, approximates its carrying amount due the fact that it has variable interest rates (SOFR).

Financing Costs: The net additions in deferred financing costs amounted to $26 and $1,133 during the years ended

      December 31, 2024 and 2025.

8.	Commitments and Contingencies

Legal proceedings:

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. As part of the normal course of operations, the Company’s customers may disagree on amounts due to the Company under the provision of the contracts which are normally settled through negotiations with the customer. The Company is not a party to any material litigation where claims or counterclaims have been filed against the Company other than routine legal proceedings incidental to its business. The Company does not believe that contingent liabilities related to these matters, either individually or in the aggregate, will materially affect the Company’s consolidated financial statements.

Environmental Liabilities:

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the consolidated financial statements.

F-17

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)

Capital Expenditures under the Company’s Newbuilding program:

On February 20, 2026 the Company entered into the Newbuilding MR SPA with Central Mare for the acquisition of the Newbuilding MR SPV that has entered into a shipbuilding contract for the Newbuilding MR Tanker (Note 16). On March 18, 2026, the Newbuilding MR SPA was consummated, and as a result the Company has contractual commitments to the shipyard of $45,200 ($6,780 payable in 2026, $4,520 payable in 2028 and $33,900 payable in 2029). Those commitments are financed by 85% from a sale and leaseback financing agreement with a major Chinese leasing company arranged by Central Mare, and entered into by the Company on March 9, 2026 (see Note 16).

On December 31, 2025 the Company entered into the Newbuilding Yacht SPA for the purchase of the Newbuilding Yacht with the Former Parent and upon consummation of this transaction the Company will have remaining contractual commitments to the shipyard as of the SPA’s Closing Date, that are non-recourse to the Company, totaling Euro 35,500 or $41,656 (Euro 18,000 or $21,121 payable in 2026 and Euro 17,500 or $20,535 payable in 2027).

Furthermore, upon consummation of the Newbuilding SPA, the Company will have additional contractual obligations pursuant to the Newbuilding Yacht SPA to the Former Parent, as seller of the Newbuilding Yacht, amounting to $14,500 payable in 2026, since the Company has settled an additional amount of $4,000 as of the date of these financial statements pursuant to the Newbuilding Yacht SPA.

9.	Stockholders’ equity

Under the Company’s amended articles of incorporation, the Company’s authorized capital stock consists of 1,000,000,000 common shares, par value $0.01 per share, and of 20,000,000 preferred shares, par value $0.01 per share.

As part of the Spin-off discussed in Note 1, the Company issued a total of 13,065 common shares and 100,000 Series D Preferred Shares. The reported earnings per share calculations (see Note 10) give retroactive effect to the issuance of shares in connection with the Spin-off.

Common shares: Each outstanding Common Share entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of Common Shares are

      entitled to receive ratably all dividends, if any, declared by the Company’s Board of Directors out of funds legally available for dividends.

Reverse stock split: On December 2, 2025 and on February 12, 2026, the Company effected a 1-for-30 and a 1-for-7.8 reverse stock split of its common stock, respectively. There was no change in the number of authorized common shares of the Company, or the number of votes of the Company’s Series D Shares. All numbers of common share and earnings per share amounts, as well as warrant shares eligible for purchase under the Company’s warrants and exercise price of said warrants in these consolidated financial statements have been retroactively adjusted to reflect this 1-for-30 reverse stock split.

Series D preferred shares: On the spin-off date, 100,000 Series D Preferred shares were issued to the Lax Trust, which is an irrevocable trust established for the benefit of certain family members of

      Mr. Evangelos Pistiolis. Each Series D Preferred Share has the voting power of 1,000 of the
      Company’s common shares and the voting rights per share of Series D Preferred Shares are adjusted such that during the term of any facility containing a minimum voting percentage covenant, the combined voting power controlled by Mr. Evangelos J.
      Pistiolis or any related parties affiliated with Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of the Company’s total voting power, irrespective of any new common or preferred stock issuances. Both the number of the
      Series D Preferred Shares and the votes per Series D Preferred Share are not adjusted in case of splits, subdivisions, reverse stock splits or combinations of the Company’s outstanding shares. The Series D Preferred Shares are not convertible
      into the Company’s common shares. The Series D Preferred Shares have no dividend or distribution rights.

Private Placement: On June 23, 2025, the Company entered into a share purchase agreement to sell 320 common shares at a purchase price of $4,680.00

      per common share, for aggregate gross proceeds of $1,500, in a private placement \(the “Private Placement”\). The closing of the Private
      Placement was conditioned on the consummation of the Spin-Off and occurred concurrently with the Spin-Off distribution, on August 1, 2025. The Private Placement closed on August 4, 2025, the day the Company’s common shares began trading on Nasdaq
      under the symbol “RUBI”.

Equity Line of Credit: On July 21, 2025, the Company entered into a common shares purchase agreement (the “Equity Line

      Purchase Agreement”\) with B. Riley Principal Capital II, LLC \(the “Selling Shareholder”\). Pursuant to the Equity Line Purchase Agreement, the Company has the right to sell to the Selling Shareholder, from time to time during the term of the
      Equity Line Purchase Agreement, up to $30,000 of its common shares, subject to certain limitations and conditions set forth in the
      Equity Line Purchase Agreement. Sales of the Company’s common shares pursuant to the Equity Line Purchase Agreement, and the timing of any sales, are solely at the Company’s option. The Company filed a registration statement to register the
      resale by the Selling Shareholder, as amended, of up to 15,500,000 of its common shares. The Company’s right to cause the Selling
      Shareholder to purchase its common shares is subject to certain conditions set forth in the Equity Line Purchase Agreement. As of December 31, 2025 the Company has issued 132,179 Common shares in connection with the Equity Line Purchase Agreement for gross proceeds of $4,645 net of issuance costs of $882.

F-18

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)

November offering: On November 6, 2025, the Company closed a firm

      commitment underwritten public offering \(the “November Offering”\) of 52,629 units, each consisting of one Common Share and one Class A
      Warrant to purchase one Common Share \(the “Class A Warrants”\), at a public offering price of $142.51 per unit. Maxim Group LLC \(the “representative”\) acted as the representative of the underwriters.

The Company also granted the representative a 45-day option to purchase up to an additional 7,894 additional Common Shares at the offering price and/or Class A Warrants to purchase up to 7,894 Common Shares, to cover over-allotments. On November 6, 2025, the representative partially exercised its over-allotment option with respect to Class A Warrants to purchase up to 7,894 Common Shares for $18.

In addition, the Company agreed to issue to the representative warrants to purchase a number of Common Shares equal to 5.0% of the total number of Common Shares sold in the November Offering, including any Common Shares sold pursuant to the over-allotment option granted to the representative (the “November Representative Warrants”). 2,631 November Representative Warrants to purchase up to 2,631 common shares, as adjusted for certain exercise provisions (see “Class A Warrants”) were issued in connection with the closing of the November Offering.

The aggregate gross proceeds to the Company from the November Offering, before deducting underwriting discounts and other expenses payable by the Company were $7,518.

Underwriting discounts and other expenses payable by the Company directly attributable to the Company’s November offering were immediately expensed, as the Class A Warrants were classified as a liability (see section “Class A Warrants” below) since their initial estimated fair value exceeded the proceeds received. Such Equity issuance costs, amounting to $658, are included in “Interest and finance costs” in the accompanying consolidated statement of comprehensive income.

Class A Warrants. The Class A Warrants included in the units sold by the Company in its November offering

      were immediately exercisable upon issuance, subject to certain beneficial ownership limitations, and expire on November 6, 2030. The Class A Warrants also contain certain \(i\) provisions adjusting the exercise price and number of underlying common
      shares and \(ii\) mechanisms pursuant to which the holders can exercise each Class A Warrant for no additional cash consideration. Up to December 31, 2025, substantially all of the Class A Warrants had been exercised via such cashless mechanism and
      the Company issued 177,520 common shares. The remaining Class A Warrants can be exercised for up to 10 common shares. In connection with the November offering the Company also issued the November Representative Warrants to the representative and had
      substantially similar terms as the Class A Warrants. As of December 31, 2025, all the November Representative Warrants have been exercised for 9,793
      Common shares.

The accounting of the Class A Warrants was assessed in accordance with the Company’s policy for financial liabilities (see Note 2) and it was determined that the Class A Warrants could not be considered indexed to the Company’s stock due to their alternative settlement method and therefore they were recorded as liabilities at fair value. The excess of such fair value over the proceeds received was recognized as a loss on derivative financial instruments in the consolidated statement of comprehensive income. Upon each settlement, the corresponding liability was derecognized, with resulting gains or losses recognized in the consolidated statement of comprehensive income, and shares issued were recorded in equity, with an allocation between par value and additional paid-in capital based on fair value of the shares issued. At the reporting date, the remaining Class A Warrants were remeasured at fair value, with changes recognized in the consolidated statement of comprehensive income. Up to December 31, 2025, substantially all of the Class A Warrants have been exercised and the Company recorded a net loss of $1,555, which is included in “Loss on derivative financial instruments” in the accompanying consolidated statements of comprehensive income. For further details about these fair value measurements please refer to Note 14 Financial Instruments and Fair Value Disclosures.

Series E Perpetual Convertible Preferred Shares:

The Series E Shares will have the following characteristics:

Conversion. Each holder of Series E Preferred Shares, at any time and from time to time, has the right, subject to certain conditions, to convert all or any portion of the Series E Preferred Shares then held by such holder into the common shares at the conversion rate then in effect. Each Series E Preferred Share is convertible into the number of the Company’s common shares equal to the quotient of $1 plus any accrued and unpaid dividends divided by the lesser of the following four prices (the “Series E Conversion Price”): (i) 120% of the closing price of the Company’s common shares on the trading day immediately preceding the first issuance of Series E Preferred Shares, (ii) 80% of the lowest daily VWAP of the Company’s common shares over the twenty consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, (iii) the conversion price or exercise price per share of any of the Company’s then outstanding convertible shares or warrants, (iv) the lowest issuance price of the Company’s common shares in any transaction from the date of the issuance of the Series E Preferred Shares onwards, but in no event will the Series E Conversion Price be less than $0.60 (the “Floor Price”). The Floor Price is adjusted (decreased) in case of splits or subdivisions of our outstanding shares and is not adjusted in case of reverse stock splits or combinations of our outstanding shares. Finally, the Series E Conversion Price is subject to appropriate adjustment in the event of certain dividends and distributions, stock combinations, reclassifications or similar events affecting the Company’s common shares.

F-19

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)

Limitations of Conversion. Holders of the shares of Series E Preferred Shares shall be entitled to convert the Series E Preferred Shares in full, regardless of the beneficial ownership percentage of the holder after giving effect to such conversion.

Voting. The holders of Series E Preferred Shares are entitled to the voting power of one thousand (1,000) of our common shares per Series E Preferred Share. The holders of Series E Preferred Shares and the holders of our common shares shall vote together as one class on all matters submitted to a vote of our shareholders. The holders of Series E Preferred Shares have no special voting rights and their consent shall not be required for taking any corporate action.

Distributions. The holders of Series E Preferred Shares are entitled to receive certain dividends and distributions paid to holders of the Company’s common shares on an as-converted basis. Upon any liquidation, dissolution or winding up of the Company, the holders of Series E Preferred Shares shall be entitled to receive the net assets of the Company pari passu with the holders of the Company’s common shares.

Redemption. The Company, at its option shall have the right to redeem a portion or all of the outstanding Series E Preferred Shares. The Company shall pay an amount equal to one thousand dollars per each Series E Preferred Share (the “Liquidation Amount”), plus a redemption premium equal to fifteen percent (15%) of the Liquidation Amount being redeemed if that redemption takes place up to and including the first anniversary of the first issuance of Series E Preferred Shares and twenty percent (20%) of the Liquidation Amount being redeemed if that redemption takes place after the first anniversary of the first issuance of Series E Preferred Shares, plus an amount equal to any accrued and unpaid dividends on such Series E Preferred Shares (collectively referred to as the “Redemption Amount”). The Series E Preferred Shares shall not be subject to redemption in cash at the option of the holders thereof under any circumstance.

Dividends. The holders of outstanding Series E Preferred Shares shall be entitled to receive out of funds legally available for the purpose, semi-annual dividends payable in cash on the last day of June and December in each year (each such date being referred to herein as a “Semi Annual Dividend Payment Date”), commencing on the first Semi Annual Dividend Payment Date in an amount per share (rounded to the nearest cent) equal to fifteen percent (15%) per year of the liquidation amount of the then outstanding Series E Preferred Shares computed on the basis of a 365-day year and the actual days elapsed. Accrued but unpaid dividends shall bear interest at fifteen percent (15%).

Series G Perpetual Convertible

          Preferred Shares:

The Series G Preferred Shares have the following characteristics:

Conversion. The Company has the right, at any time and from time to time, subject to certain conditions, to convert in whole or in part at a conversion price which is the lower of (i) 120% of the closing price of the Company’s common shares on the trading day immediately preceding the first issuance of Series G Preferred Shares, (ii) 80% of the lowest daily VWAP of the Company’s common shares over the twenty consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, (iii) the conversion price or exercise price per share of any of the Company’s then outstanding convertible shares or warrants, (iv) the lowest issuance price of the common shares in any transaction from the date of the issuance of the Series G Preferred Shares onwards, but in no event will the Series G Conversion Price be less than $0.60 (the “Floor Price”). The Floor Price is adjusted (decreased) in case of splits or subdivisions of the Company’s outstanding shares and is not adjusted in case of reverse stock splits or combinations of the Company’s outstanding shares.

Voting. The holders of Series G Preferred Shares are entitled to the voting power of one thousand (1,000) of the Company’s common shares per Series G Preferred Share.

Redemption.The Company at its option shall have the right to redeem a portion or all of the outstanding Series G Preferred Shares. The Company shall pay an amount equal to one thousand dollars ($1,000) per each Series G Preferred Share (the “Liquidation Amount”), plus a redemption premium equal to fifteen percent (15%) of the Liquidation Amount being redeemed if that redemption takes place up to and including the first anniversary of the first issuance of Series G Preferred Shares and twenty percent (20%) of the Liquidation Amount being redeemed if that redemption takes place after the first anniversary of the first issuance of Series G Preferred Shares.

Dividends. The holders of outstanding Series G Preferred Shares shall be entitled to receive semi-annual dividends equal to fifteen percent (15%) per year of the liquidation amount of the then outstanding Series G Preferred Shares.

F-20

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)
10.	Earnings Per Common Share:
---	---

The computation of earnings per share is based on the weighted average number of common shares outstanding during that period and gives retroactive effect to the shares issued in connection with the Spin-Off. All shares issued are included in the Company’s common stock and have equal rights to vote and participate in dividends and in undistributed earnings.

The components of the calculation of basic and diluted earnings per share for the years ended December 2023, 2024 and 2025 are as follows:


	2023	2024	2025
Net Income	6,631	5,944	2,645
Weighted average common shares outstanding, basic and dilutive	13,065	13,065	53,907
Earnings per share, basic and diluted	507.54	454.96	49.07

For the years ended December 31, 2023, and 2024 there were no dilutive shares. For the year ended December 31, 2025, 2,230 dilutive shares calculated with the treasury stock method are not included in the computation of diluted earnings per share because to do so would have been antidilutive for the period presented.

11.	Vessel Operating Expenses

The amounts in the consolidated statements of comprehensive income are as follows:

Vessel Operating Expenses	Year ended December 31,
	2023		2024		2025
Crew wages and related costs		3,006		2,932		2,949
Insurance		367		362		363
Repairs and maintenance		338		347		117
Spares and consumable stores		1,034		944		899
Registration, taxes and other (Note 13)		71		70		68
Total		4,816		4,655		4,396
12.	Interest and Finance Costs
---	---

The amounts in the consolidated statements of comprehensive income are analyzed as follows:

Interest and Finance Costs
		2024		2025
Interest on debt (including -, - and 19 respectively, to<br> related party)	5,126		6,224		5,201
Bank charges and other financial costs	28		82		57
Offering costs expensed attributable to warrants treated as liability	-		-		658
Debt prepayment fees (including -, - and 205 respectively, to<br> related party)	-		-		941
Amortization and write-off of financing fees	713		195		1,405
Total	5,867		6,501		8,262

All values are in US Dollars.

13.	Income Taxes

The Marshall Islands and Greece do not impose a tax on international shipping income. Under the laws of the Marshall Islands and Greece the countries of the companies’ incorporation and vessels’ registration, the companies are subject to registration and tonnage taxes, which have been included in Vessel operating expenses in the statements of income.

F-21

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)

Under the United States Internal Revenue Code of 1986, as amended (the “Code”), the U.S. source gross transportation income of a ship-owning or chartering corporation, such as the Company, is subject to a 4% U.S. Federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder. U.S. source gross transportation income consists of 50% of the gross shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.

Under Section 883 of the Code and the regulations thereunder, the Company will be exempt from U.S. federal income tax on our U.S.-source shipping income if:

(1) the Company is organized in a foreign country, or its country of organization, grants an “equivalent exemption” to corporations organized in the United States; and

(2) either

A. more than 50% of the value of the Company’s stock is owned, directly or indirectly, by individuals who are “residents” of the Company’s country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States (each such individual a “qualified shareholder” and such individuals collectively, “qualified shareholders”), which the Company refers to as the “50% Ownership Test,” or

B. the Company’s stock is “primarily and regularly traded on an established securities market” in the Company’s country of organization, in another country that grants an “equivalent exemption” to U.S. corporations, or in the United States, which the Company refers to as the “Publicly-Traded Test.”

The Marshall Islands, the jurisdiction where the Company (including its subsidiaries) is incorporated, grants an “equivalent exemption” to U.S. corporations. Therefore, the Company will be exempt from U.S. federal income tax with respect to the Company’s U.S.-source shipping income if either the 50% Ownership Test or the Publicly-Traded Test is met.

For purposes of the Publicly-Traded Test, Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be “primarily traded” on an established securities market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. The Former Parent’s common shares, which is the Former Parent’s sole class of issued and outstanding stock that is traded, is “primarily traded” on the NYSE American and the Company’s issued and outstanding stock that is traded is “primarily traded” on the Nasdaq Capital Market subsequent to the spin-off date.

The Treasury Regulations also require for purposes of the Publicly-Traded Test that the Company’s stock be “regularly traded” on an established securities market. Under the Treasury Regulations, the Company’s stock will be considered to be “regularly traded” if one or more classes of the Company’s stock representing more than 50% of the Company’s outstanding shares, by total combined voting power of all classes of stock entitled to vote and by total combined value of all classes of stock, are listed on one or more established securities markets, which the Company refers to as the “listing threshold.”

For the 2023 and 2024 taxable years the Company was not subject to United States federal tax on U.S. source shipping income, and the Company subsidiaries (then owned by the Former Parent) took the position that they were not subject to United States federal tax on U.S. source shipping income. For the 2025 taxable year the Company intends to take the position that it (including its subsidiaries) was not subject to United States federal tax on U.S. source shipping income.

F-22

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)
14.	Fair Value of Financial Instruments and Concentration of Credit Risk
---	---

Concentration of credit risk

The principal financial assets of the Company consist of cash on hand and at banks, due from related parties, restricted cash and other receivables (including EUAs). The principal financial liabilities of the Company consist of long-term loans, accounts payable (including EUAs) due to suppliers and accrued liabilities.

a.	Interest rate risk: The Company as of December 31, 2025 is subject to market risks relating to changes in interest rates, since all of its debt is subject to floating interest rates.
b.	Credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash. The Company places its temporary cash<br> investments, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions with which it places its temporary<br> cash investments.
---	---
c.	Fair value:
---	---

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short term maturities. The Company considers its creditworthiness when determining the fair value of its liquid assets.

The Company follows the accounting guidance for Fair Value Measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The guidance requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities;

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;

Level 3: Unobservable inputs that are not corroborated by market data.

Estimating fair values of liability classified financial instruments requires the development of estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of the Company’s common shares. In estimating the fair value of the Class A Warrants and the November Representative Warrants, the Company considered their features, including their immediate exercisability, the holders’ cashless exercise option and the maximum underlying common shares, and determined it is appropriate to value them through Level 1 inputs, namely the quoted closing market price of the Company’s common shares on each measurement date. Accordingly, the Company initially recognized the Class A Warrants, including the warrants issued under the over-allotment option, at an estimated fair value of $12,746 and the November representative Warrants at an estimated fair value of $554. The excess of such fair value over the proceeds received, amounting to $5,782, was recognized as a loss in the consolidated statements of comprehensive income. Substantially all the Class A Warrants and the November Representative Warrants were exercised between November 6, 2025, and November 20, 2025 with $4,227 recognized as gain on settlement and changes in fair value. The net effect of the above fair value measurements during the year ended December 31, 2025, was a loss of $1,555 and is included in Loss on derivative financial instruments. The fair value of the outstanding Class A Warrants as of December 31, 2025, was not material.

F-23

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2025
AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
(Expressed in thousands of United States Dollars except share and per share data)
15.	Revenues
---	---

Revenues are comprised of the following:

	2023		2024		2025
Time charter revenues		24,478		24,205		23,523
Total		24,478		24,205		23,523

The Company, for both of its vessels from each vessel’s delivery, had entered into time charters with Clearlake for a period of three years that included a charterer’s option to renew for a further two one-year periods at predetermined daily rates. On July 12, 2023 the Company entered into an agreement with Clearlake to extend the duration of the fixed period of the time charter parties of both vessels for a fixed term of minimum 30 months and maximum of 36 months. On November 21, 2025 the Company entered into an agreement to extend the duration of the fixed term of the time charter parties for an additional fixed term of minimum 46 months and a maximum of 50 months. Due to the volatility of the charter rates, the Company only accounts for the options when the charterer gives notice that the option will be exercised. The charterer has the full discretion over the ports visited, shipping routes and vessel speed. The contract/charter party generally provides typical warranties regarding the speed and performance of the vessel. The charter party generally has some owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws, and carry only lawful or non-hazardous cargo. As of December 31, 2025, the Company’s vessels are employed under time charters.

16.	Subsequent Events

On January 9, 2026 the Company closed a public offering of 854,700 units consisting of 1 common share or Pre-funded warrant and one and a half Class B warrant at a public offering price of $4.68 per unit (the “January 2026 Offering”).

Each Pre-funded Warrant was exercisable for one Common Share. The purchase price of each Pre-funded Warrant was equal to the price per one Common Share, minus $0.08, and the exercise price of each Pre-funded Warrant was $0.08 per Common Share. As of the date of these financial statements all Pre-funded Warrants have been exercised. Maxim Group LLC (the “placement agent”) acted as the placement agent of the offering. Each Class B Warrant has an exercise price of $4.68 per share, is exercisable upon issuance and will expire five years from issuance. Each Class B Warrant is exercisable for one Common Share, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common shares.

As of the date of these consolidated financial statements outstanding Class B Warrants are exercisable into 1,282,050 of the Company’s common shares. The aggregate gross proceeds to the Company from the January 2026 Offering, before deducting underwriting discounts and other expenses payable by the Company were approximately $3,400.

On February 20, 2026, the Company entered into a share purchase agreement (the “Newbuilding MR SPA”) with Central Mare, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, to purchase the shares of Roman Shark IX Inc. (the “Newbuilding MR SPV”) that has entered into a shipbuilding contract, dated February 3, 2026, with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for the purchase of a 47,499 dwt chemical/product oil carrier (the “Newbuilding MR Tanker”). The Newbuilding MR Tanker is scheduled for delivery in the fourth quarter of 2029. The Newbuilding MR SPA was consummated on March 18, 2026. The purchase price for the Newbuilding MR SPV was $4,236 and was settled through the issuance of 4,236 Series G Preferred Shares (see Note 9), as contemplated in the Newbuilding MR SPA, pursuant to which under certain circumstances Central Mare could demand payment of installments in the form of newly issued Series G Preferred Shares. Central Mare has also secured time charter employment with a major oil trader for the Newbuilding MR Tanker, starting from the vessel’s delivery and for a firm duration of seven years, with a charterer’s option to extend for four additional years. As a condition to closing of the acquisition of the Newbuilding MR SPV, Central Mare has arranged for a sale and leaseback financing agreement that the Company has entered into on March 9, 2026 with a major Chinese leasing company. This financing agreement is in an aggregate amount of 85% of the installments payable under the shipbuilding contract. The aggregate amount of installments payable under the shipbuilding contract is $45,200. The financing bears an effective interest rate of Term SOFR plus a margin of 1.80%. Under the financing, upon delivery of the Newbuilding MR Tanker we will make quarterly installment payments of $506 over a period of 10 years with a balloon payment of $18,200 payable together with the last installment.

F-24

Exhibit 1.4

ARTICLES OF AMENDMENT<br><br> <br>OF<br><br> <br>RUBICO INC.<br><br> <br>Reg. No. 115734
	REPUBLIC OF THE MARSHALL ISLANDS
---	---
	REGISTRAR OF CORPORATIONS
	DUPLICATE COPY
	The original of this document was
NON-RESIDENT	FILED ON
	February 10, 2026
	/s/ Karim Fakhri
	Karim Fakhri
	Deputy Registrar

ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

RUBICO INC.

PURSUANT TO SECTION 90 OF

THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT

The undersigned, Nikolaos Papastratis, as the Chief Financial Officer of Rubico Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Corporation”), for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certifies that:

1.	The name of the Corporation is: Rubico Inc.
2.	The Articles of Incorporation were filed with the Registrar of Corporations as of the 11th day of August, 2022, and were amended and restated in their entirety as of the 26th day of June, 2025.
---	---
3.	Section D of the Amended and Restated Articles of Incorporation is hereby amended by adding the following paragraph to the end of the Section:
---	---

Effective with the commencement of business on February 12, 2026, the Corporation has effected a one-for-seven-and-eight-tenths reverse stock split as to its issued and outstanding common shares, pursuant to which the number of issued common shares shall decrease from approximately 3,979,412 to approximately 510,180 as adjusted for the cancellation of fractional shares and which may be further adjusted for the cancellation of fractional shares. The reverse stock split shall not change the number of registered common shares the Corporation is authorized to issue or the par value of the common shares. The stated capital of the Corporation is hereby reduced from approximately $39,794 to approximately $5,101, as adjusted for the cancellation of the fractional shares and which may be further adjusted for the cancellation of fractional shares, and the amount of the reduction in stated capital shall be allocated to surplus.

4.	All of the other provisions of the Amended and Restated Articles of Incorporation shall remain unchanged.
5.	This amendment to the Amended and Restated Articles of Incorporation was approved by unanimous written consent of holders of capital stock of the Corporation on June 23, 2025, and by the Corporation’s Board of Directors on February 2,<br> 2026.
---	---

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Amended and Restated Articles of Incorporation on this 9th

      day of February, 2026.

By:	/s/ Nikolaos Papastratis
Name:	Nikolaos Papastratis
---	---
Title:	Chief Financial Officer

Exhibit 2.2

STATEMENT OF DESIGNATION OF RIGHTS, PREFERENCES AND

PRIVILEGES OF SERIES A PARTICIPATING PREFERRED STOCK

RUBICO INC.

(Pursuant to Section 35 of the Business Corporations Act of the Republic of the Marshall Islands)

The undersigned, Nikos Papastratis, does hereby certify:

1. That he is the duly elected and acting Chief Financial Officer of Rubico Inc., a Marshall Islands corporation (the “Company”).

2. That pursuant to the authority conferred by the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), the Company’s Board of Directors (the “Board”)

  on June 23, 2025 adopted the following resolution designating and prescribing the relative rights, preferences and limitations of the Company’s Series A Participating Preferred Stock and such resolution has not been modified and is in full force and
  effect on the date hereof:

RESOLVED, that pursuant to the authority vested in the Board by the Articles of Incorporation, the Board does hereby establish a series of Preferred Shares, par value $0.01 per share, and the designation and certain powers, preferences and other special rights of the shares of such series, and certain qualifications, limitations and restrictions thereon in accordance with the provisions of Section 35 of the Business Corporations Act of the Republic of the Marshall Islands, are hereby fixed as follows:

Section 1. Designation and Amount. The shares of such series shall be designated as “Series A Participating Preferred Stock”. The Series A Participating Preferred Stock shall have a par value of $0.01 per share, and the number of shares constituting such series shall initially be 1,000,000, which number the Board may from time to time increase or decrease (but not below the number then outstanding).

Section 2. Proportional Adjustment. In the event the Company shall at any time after the issuance of any share or shares of Series A Participating Preferred Stock (i) declare any dividend on the Common Shares of the Company par value $0.01 per share (the “Common Shares”) payable in Common Shares, (ii) subdivide the outstanding Common Shares or (iii) combine the outstanding Common Shares into a smaller number of shares, then in each such case the Company shall simultaneously effect a proportional adjustment to the number of outstanding shares of Series A Participating Preferred Stock.

Section 3. Dividends and Distributions.

(a) Subject to the prior and superior right of the holders of any shares of any series of Preferred Shares ranking prior and superior to the shares of Series A Participating Preferred Stock with respect to dividends, the holders of shares of Series A Participating Preferred Stock shall be entitled to receive when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on the Common Shares since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Participating Preferred Stock.

(b) The Company shall declare a dividend or distribution on the Series A Participating Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Common Shares (other than a dividend payable in Common Shares).

(c) Dividends shall begin to accrue on outstanding shares of Series A Participating Preferred Stock from the Quarterly Dividend Payment Date immediately preceding the date of issue of such shares of Series A Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of holders of shares of Series A Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Section 4. Voting Rights. The holders of shares of Series A Participating Preferred Stock shall have the following voting rights:

(a) Each share of Series A Participating Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the Company.

(b) Except as otherwise provided herein or by law, the holders of shares of Series A Participating Preferred Stock and the holders of Common Shares shall vote together as one class on all matters submitted to a vote of shareholders of the Company.

(c) Except as required by law, holders of Series A Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Shares as set forth herein) for taking any corporate action.

Section 5. Certain Restrictions.

(a) The Company shall not declare any dividend on, make any distribution on, or redeem or purchase or otherwise acquire for consideration any Common Shares after the first issuance of a share or fraction of a share of Series A Participating Preferred Stock unless concurrently therewith it shall declare a dividend on the Series A Participating Preferred Stock as required by Section 3 hereof.

(b) Whenever quarterly dividends or other dividends or distributions payable on the Series A Participating Preferred Stock as provided in Section 3 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Participating Preferred Stock outstanding shall have been paid in full, the Company shall not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock; (ii) declare or pay dividends on, make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with Series A Participating Preferred Stock, except dividends paid ratably on the Series A Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Participating Preferred Stock, provided that the Company may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Participating Preferred Stock; (iv) purchase or otherwise acquire for consideration any shares of Series A Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board) to all

holders of such shares upon such terms as the Board, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(c) The Company shall not permit any subsidiary of the Company to purchase or otherwise acquire for consideration any shares of stock of the Company unless the Company could, under paragraph (a) of this Section 5, purchase or otherwise acquire such shares at such time and in such manner.

Section 6. Reacquired Shares. Any shares of Series A Participating Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Shares and may be reissued as part of a new series of Preferred Shares to be created by resolution or resolutions of the Board, subject to the conditions and restrictions on issuance set forth herein and in the Articles of Incorporation.

Section 7. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Company, the holders of shares of Series A Participating Preferred Stock shall be entitled to receive an aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Shares plus an amount equal to any accrued and unpaid dividends on such shares of Series A Participating Preferred Stock.

Section 8. Consolidation, Merger, etc. In case the Company shall enter into any consolidation, merger, combination or other transaction in which the Common Shares are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

Section 9. No Redemption. The shares of Series A Participating Preferred Stock shall not be redeemable.

Section 10. Ranking. The Series A Participating Preferred Stock shall rank junior to all other series of the Company’s Preferred Shares as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

Section 11. Amendment. The Articles of Incorporation of the Company shall not be further amended in any manner which would materially alter or change the powers,

preference or special rights of the Series A Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority of the outstanding shares of Series A Participating Preferred Stock, voting separately as a class.

Section 12. Fractional Shares. Series A Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Participating Preferred Stock.

Section 13. Severability. If any provision of this Statement of Designation is invalid, illegal or unenforceable, the balance of this Statement of Designation shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, this Statement of Designation is executed on behalf of the Company by its Chief Financial Officer on August 5, 2025.

/s/ Nikos Papastratis
Name: Nikos Papastratis
Title: Chief Financial Officer

Exhibit 2.3

STATEMENT OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES

OF SERIES D PREFERRED STOCK

RUBICO INC.

(Pursuant to Section 35 of the Business Corporations Act of the Republic of the Marshall Islands)

The undersigned, Nikos Papastratis, does hereby certify:

That he is the duly elected and acting Chief

 Financial Officer of Rubico Inc., a Marshall Islands corporation \(the “Company”\).

2. That, pursuant to the authority conferred by the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), the Company’s Board of Directors (the “Board”)

  on June 23, 2025 adopted the following resolution designating and prescribing the powers, preferences and relative, participating, optional or other rights and qualifications, limitations or restrictions of the Company’s Series D Preferred Stock and
  such resolution has not been modified and is in full force and effect on the date hereof:

RESOLVED, that pursuant to the authority vested in the Board by the Articles of Incorporation, as amended, the Board does hereby establish a series of preferred stock, par value $0.01 per share, and the designation and certain powers, preferences and other special rights of the shares of such series, and certain qualifications, limitations and restrictions thereon in accordance with the provisions of Section 35 of the Business Corporations Act of the Republic of the Marshall Islands, are hereby fixed as follows:

Section 1. Designation and Amount. The shares of such series shall be designated as “Series D Preferred Stock”. The Series D Preferred Stock shall have a par value of $0.01 per share, and the number of shares constituting such series shall initially consist of 100,000 shares, which number the Board may from time to time increase or decrease (but not below the number then outstanding).

Section 2. Adjustments. In the event the Company shall at any time after the issuance of any share or shares of Series D Preferred Stock (i) declare any dividend on the common stock of the Company par value $0.01 per share (the "Common Stock"), payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case there shall be no adjustment to the number of outstanding shares of Series D Preferred Stock.

Section 3. Maturity. The Series D Preferred Stock shall expire and all outstanding shares of Series D Preferred Stock shall be redeemed by the Company for par value on the date that the currently outstanding loan facility with Alpha Bank, or any other financing facility with any financial institution which contains covenants that require that any member of the family of Mr. Evangelos J. Pistiolis maintains a specific minimum ownership or voting interest (either directly and/or indirectly through companies or other entities beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of the Company's issued and outstanding common shares, respectively, are fully repaid or reach their maturity date

Section 4. Transferability. The Series D Preferred Stock shall only be transferable for its par value of $0.01 per share.

Section 5. Dividends and Distributions. The shares of Series D Preferred Stock shall have no dividend or distribution rights.

Section 6. Voting Rights

(a)	Votes per Share of Series D Preferred Stock – In General
(i)	Except as provided in paragraph (b) of this Section 6, each share of Series D Preferred Stock shall entitle the holder thereof to one thousand (1,000) votes on all matters submitted to a vote of the shareholders of the Company.
---	---
(ii)	Except as provided in paragraph (b) of this Section 6, each share of the Series D Preferred Stock shall count for one thousand (1,000)<br> votes for purposes of determining quorum at a meeting of shareholders.
---	---
(b)	Votes per Share of Series D Preferred Stock – Special Circumstances
---	---

For so long as (i) the Lax Trust, directly or indirectly, owns or is the Beneficial Owner of all of the issued and outstanding shares of Series D Preferred Stock, and (ii) the loan facility with Alpha Bank, or any other financing facility with any financial institution which contains covenants that require that any member of the family of Mr. Evangelos J. Pistiolis maintains a specific minimum ownership or voting interest (either directly and/or indirectly through companies or other entities beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of the Company's issued and outstanding common shares (such facilities, along with the Alpha Bank facility, the “Relevant Agreements”), remain outstanding and in full force and effect, if the Designated Combined Voting Power is less than the Minimum Majority Voting Power, then:

(i)	Notwithstanding paragraph (a)(i) of this Section 6, on all matters submitted to a vote of the shareholders of the Company, each share of Series D Preferred Stock shall entitle the holder thereof to such number of votes (the “Adjusted<br> Votes”) such that the sum of the Series D Voting Power conveyed by the Adjusted Votes plus the Non-Series D Combined Voting Power equals the Minimum Majority Voting Power.
(ii)	Notwithstanding paragraph (a)(ii) of this Section 6, for purposes of determining quorum at a meeting of shareholders of the Company, each share of the Series D Preferred Stock shall count for such number of votes that is equal to the<br> Adjusted Votes.
---	---
(iii)	For purposes of this paragraph (b) of this Section 6, the terms below shall have the following meanings:
---	---

“Beneficial Owner” shall mean a “beneficial owner”, as determined in accordance with Section 13d-3 of the Securities Exchange Act of 1934, as amended, together with any person or entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Beneficial Owner; “Beneficial Ownership” and related terms shall have

the correlative meanings.

“Non-Series D Combined Voting Power” shall mean the Designated Combined Voting Power excluding any Series D Voting Power.

“Designated Combined Voting Power” shall mean the aggregate Voting Power of Mr. Evangelos J. Pistiolis or any related parties affiliated with Mr. Evangelos Pistiolis and the Lax Trust, which, for each such holder, shall include Voting Power obtained through the direct or indirect Beneficial Ownership of Voting Securities, and shall be calculated assuming the Series D Voting Power equals one thousand (1,000) votes per share of Series D Preferred Stock.

“Minimum Majority Voting Power” shall mean the minimum number of votes representing a majority of the Total Voting Power.

“Series D Voting Power” shall mean, at a given point in time, such number of votes entitled to be cast per share of Series D Preferred Stock.

“Total Voting Power” shall mean the number of votes available to be cast (determined by reference to the maximum number of votes entitled to be cast by the holders of Voting Securities upon any matter submitted to shareholders where the holders of all Voting Securities vote together as a single class) by the holders of Voting Securities.

“Voting Power” shall mean the number of votes eligible to be cast by a holder of Voting Securities.

“Voting Securities” shall mean any securities or other ownership interests entitled, or which may be entitled, to vote on the election of directors of the Company, or securities or other ownership interests which are convertible into, or exercisable in exchange for, such Voting Securities, whether or not subject to the passage of time or any contingency.

(iv)	The provisions of this paragraph (b) of this Section 6 shall automatically terminate upon the termination of the Relevant Agreements.

(c) Except as otherwise provided herein or by law, the holders of shares of Series D Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Company.

(d) Except as required by law, holders of Series D Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 7. Reacquired Shares. Any shares of Series D Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become

authorized but unissued shares of preferred stock and may be reissued as part of a new series of preferred stock to be created by resolution or resolutions of the Board, subject to the conditions and restrictions on issuance set forth herein and, in the Articles of Incorporation, as then amended.

Section 8. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Company, the Series D Preferred Stock shall have a liquidation preference of $0.01 per share.

Section 9. Redemption. Except as provided herein, the shares of Series D Preferred Stock shall not be redeemable.

Section 10. Amendment; Waiver. The Articles of Incorporation of the Company, as amended, shall not be further amended in any manner which would materially alter or change the powers, preference or special rights of the Series D Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority of the outstanding shares of Series D Preferred Stock, voting separately as a class. Any term or provision of this Statement of Designation may be waived, with the written consent of the Company and the vote or written consent of holders of all of the shares of Series D Preferred Stock at the time outstanding.

Section 11. Fractional Shares. Series D Preferred Stock may not be issued in fractional shares.

Section 12. Notices. Any notice to be delivered hereunder shall be delivered (via overnight courier, facsimile or email) to each holder at its last address as it shall appear upon the books and records of the Company at least ten (10) calendar days prior to the applicable record or effective date thereinafter specified.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, this Statement of Designation is executed on behalf of the Company by its Chief Financial Officer on August 5, 2025.

/s/ Nikos Papastratis
Name: Nikos Papastratis
Title: Chief Financial Officer

Exhibit 2.5

STATEMENT OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF

SERIES G PERPETUAL CONVERTIBLE PREFERRED SHARES

RUBICO INC.

The undersigned, Nikolaos Papastratis, does hereby certify:

That he is the duly elected and acting Chief Financial Officer and Secretary of Rubico Inc., a Marshall Islands corporation (the “Company”).
That pursuant to the authority conferred by the Company’s Amended and Restated Articles of Incorporation, as amended, the Company’s Board of Directors (the “Board”) on March 18, 2026 adopted the following resolution designating and prescribing the relative rights, preferences and limitations of the Company’s Series G Perpetual Convertible Preferred Shares:

RESOLVED, that pursuant to the authority vested in the Board by the Amended and Restated Articles of Incorporation, as amended, the Board does hereby establish a series of preferred stock, par value $0.01 per share, and the designation and certain powers, preferences and other special rights of the shares of such series, and certain qualifications, limitations and restrictions thereon, are hereby fixed as follows:

Section 1. Designation and Amount. The shares of such series shall be designated as “Series G Perpetual Convertible Preferred Shares”. The Series G Perpetual Convertible Preferred Shares shall have a par value of $0.01 per share, and the number of shares constituting such series shall initially consist of 4,236 shares, which number the Board may increase or decrease (but not below the number of shares then outstanding) from time to time.

Section 2. Issuance. The Series G Perpetual Convertible Preferred Shares are to be issued to Central Mare Inc. (“Central Mare”) pursuant to the Share Purchase Agreement, dated as of February 20, 2026 between Central Mare and the Company (the “Share Purchase Agreement”).

Section 3. Dividends and Distributions.

(a) Subject to the prior and superior right of the holders of any shares of any series of preferred stock ranking prior and superior to the Series G Perpetual Convertible Preferred Shares with respect to dividends, the holders of Series G Perpetual Convertible Preferred Shares shall be entitled to receive out of funds legally available for the purpose, semi-annual dividends payable in cash on the last day of June and December in each year (each such date being referred to herein as a “Semi Annual Dividend Payment Date”), commencing on the first Semi Annual Dividend Payment Date in an amount per share (rounded to the nearest cent) equal to fifteen percent (15%) per year of the Liquidation Amount (as defined below) of the then outstanding Series G Perpetual Convertible Preferred Shares (computed on the basis of a 365-day year and the actual days elapsed).

(b) Accrued but unpaid dividends shall bear interest at fifteen percent (15%). Dividends paid on the Series G Perpetual Convertible Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of holders of Series G Perpetual Convertible Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

(c) Dividends will not be payable in cash, if such payment violates any provision of any senior secured facility that the Company has entered (or as the case may be) will enter into, or has provided (or as the case may be) will provide a guarantee for, for as long as said provisions remain in effect.

Section 4. Voting Rights. The holders of Series G Perpetual Convertible Preferred Shares shall have the following voting rights:

(a) Each Series G Perpetual Convertible Preferred Share shall entitle the holder thereof to the voting power one thousand (1,000) common shares of the Company, par value $0.01 per shares (the “Common Shares”), provided however, that no holder of Series G Perpetual Convertible Preferred Shares may exercise voting rights pursuant to Series G Perpetual Convertible Preferred Shares that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series G Perpetual Convertible Preferred Shares, Common Shares or otherwise) to exceed 19.99% of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders of the Corporation. For purposes of this Section 3(a), a holder of Series G Perpetual Convertible Preferred Shares shall include each “beneficial owner” of such Series G Perpetual Convertible Preferred Shares, as determined in accordance with Section 13d-3 of the Securities Exchange Act of 1934, as amended, together with any person or entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such beneficial owner.

(b) Except as otherwise provided herein or by law, the holders of Series G Perpetual Convertible Preferred Shares and the holders of Common Shares shall vote together as one class on all matters submitted to a vote of stockholders of the Company.

(c) Except as required by law, holders of Series G Perpetual Convertible Preferred Shares shall have no special voting rights

  and their consent shall not be required \(except to the extent they are entitled to vote with holders of Common Shares as set forth herein\) for taking any corporate action.

Section 5. Reserved.

Section 6. Reacquired Shares. Any Series G Perpetual Convertible Preferred Shares converted pursuant to Section 9 hereof, or purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof and may not be reissued.

Section 7. Liquidation, Dissolution or Winding Up.

(a) Upon any liquidation, dissolution or winding up of the Company, including the merger, consolidation or reorganization of the Company into or with another entity through one or a series of related transactions, or the sale, transfer or lease of all or substantially all of the assets of the Company, whether voluntary or involuntary, except any sale of all, or substantially all, of the maritime vessels of the Company in which the proceeds of such sales are used to acquire other maritime vessels (collectively, a “Liquidation”), the holders of Series G Perpetual Convertible Preferred Shares shall be entitled to receive the net assets of the Company pari passu with the Common Shares.

Section 8. Redemption.

(a) The Company at its option shall have the right to redeem (unless otherwise prevented by law), a portion or all of the outstanding Series G Perpetual Convertible Preferred Shares. The Company shall pay an amount equal to one thousand dollars ($1,000) per share of Series G Perpetual Convertible Preferred Shares (the “Liquidation Amount”), plus a redemption premium equal to fifteen percent (15%) of the Liquidation Amount being redeemed if that redemption takes place up to and including the first anniversary of the first issuance of Series G Preferred Shares and twenty percent (20%) of the Liquidation Amount being redeemed if that redemption takes place after first anniversary of the first issuance of Series G Preferred Shares, plus an amount equal to any accrued and unpaid dividends on such Series G Perpetual Convertible Preferred Shares (collectively referred to as the “Redemption Amount”). In order to make a redemption, the Company shall first provide one (1) business day advance written notice to the holders of its intention to make a redemption (the “Redemption Notice”) setting forth the amount it desires to redeem. Upon the expiration of the one (1) business day period, the Company shall deliver to each holder the Redemption Amount with respect to the amount redeemed after giving effect to conversions effected during the notice period.

(b) The Series G Perpetual Convertible Preferred Shares shall not be subject to redemption in cash at the option of the holders thereof under any circumstances.

Section 9. Conversion.

(a) The Series G Perpetual Convertible Preferred Shares outstanding at any time shall be convertible, at any time and from time to time, in whole or in part (pro rata among the holders of Series G Perpetual Convertible Preferred Shares), at the option of the Company, by providing written notice of conversion to such holders, into such number of fully paid and non-assessable Common Shares, determined by dividing the Liquidation Amount of each Series G Perpetual Convertible Preferred Share plus an amount equal to any accrued and unpaid dividends on such Series G Perpetual Convertible Preferred Shares (in total, the “Conversion Amount”) by the then applicable Conversion Price (as hereinafter below).

For the purposes hereof, the term “Conversion Price” in respect of each conversion shall mean the lesser of (i) 120% of the closing price of our Common Shares on the trading day immediately preceding the first issuance of Series G Preferred Shares (the “Fixed Conversion Price”), (ii) 80% of the lowest daily volume weighted average price of the Company’s Common Shares (as reported by Bloomberg) over the twenty (20) consecutive Trading Days (as defined below) expiring on the Trading Day immediately prior to the date of delivery of such Conversion Notice (as defined below), (iii) the conversion price or exercise price per share of any of the Company’s then outstanding convertible shares or warrants, (iv) the lowest issuance price of the Company’s common shares in any transaction from the date of the issuance the Series G Perpetual Preferred Shares onwards, but in any case not less than $0.60 (the “Floor Price”). “Trading Day” means any day on which the principal United States securities exchange or trading market where the Common Shares is then listed or traded is open for business.

(b) Before the Company shall be entitled to convert Series G Perpetual Convertible Preferred Shares into Common Shares pursuant to Section 9(a) hereof, the Company shall give written notice to each holder of Series G Perpetual Convertible Preferred Shares of the election to convert Series G Perpetual Convertible Preferred Shares, the number of Series G Perpetual Convertible Preferred Shares to be converted, the number of Series G Perpetual Convertible Preferred Shares owned subsequent to the conversion at issue, and the name in which the certificate for Common Shares are to be issued (each, a “Conversion Notice”). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. The calculations and entries set forth in the Conversion Notice shall control in the absence of manifest or mathematical error. To effect conversions of Series G Perpetual Convertible Preferred Shares, a holder shall not be required to surrender the certificate(s) representing the Series G Perpetual Convertible

  Preferred Shares to the Corporation unless all of the Series G Perpetual
    Convertible Preferred Shares represented thereby are so converted, in which case such holder shall deliver the certificate representing such Series G Perpetual Convertible Preferred Shares promptly following the completion of the conversion at issue.

(c) Series G Perpetual Convertible Preferred Shares converted into Common Shares or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued. The Company shall, as soon as practicable after delivery of the Conversion Notice and in any event within three (3) business days thereafter (the “Share Delivery Date”), issue and deliver or cause to be delivered to such holder of Series G Perpetual Convertible Preferred Shares, or to the nominee or nominees thereof, a certificate or certificates representing the number of validly issued, fully paid and non-assessable Common Shares to which such holder shall be entitled as aforesaid. Conversion under this Section 9 shall be deemed to have been made immediately upon delivery of the Conversion Notice and in either case the Person entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Common Shares as of such date (such date, the “Conversion Date”). Nothing herein shall limit a holder’s right to pursue actual damages for the Company’s failure to deliver Common Shares within the period specified herein and such holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

(d) No fractional shares shall be issued upon conversion of the Series G Perpetual Convertible Preferred Shares into Common Shares and the number of Common Shares to be issued shall be rounded down to the nearest whole share.

(e) In the event the Company should at any time or from time to time fix a record date for the effectuation of a split or subdivision of the outstanding Common Shares or the determination of holders of Common Shares entitled to receive a dividend or other distribution payable in additional Common Shares or Common Share equivalents without payment of any consideration by such holder for the additional Common Shares or the Common Share equivalents (including the additional Common Shares issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Fixed Conversion Price and Floor Price of the Series G Perpetual Convertible Preferred Shares shall be appropriately decreased so that the number of Common Shares issuable upon conversion of each Series G Perpetual Convertible Preferred Share shall be increased in proportion to such increase in the aggregate of Common Shares outstanding and issuable with respect to such Common Share equivalents.

(f) If the number of Common Shares outstanding at any time after is decreased by a combination of the outstanding Common Shares (by reverse stock split or otherwise), then, following the record date of such combination, the Conversion Price for the Series G Perpetual Convertible Preferred Shares shall be appropriately increased so that the number of Common Shares issuable on conversion of each share of each series shall be decreased in proportion to such decrease in outstanding shares.

(g) Adjustments for Distribution. In addition to any other adjustments pursuant to the terms hereof, in the event the Company shall declare a distribution payable in Common Shares, Common Share equivalents or other securities of the Company, or any subsidiary, evidences of indebtedness issued by the Company, or any subsidiary, assets (or rights to acquire assets), or options, rights or other property to the holders of Common Shares, in each case whether by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (each, a “Distribution”), then, in each such case the holders of the Series G Perpetual Convertible Preferred Shares shall be entitled to a proportionate share of any such Distribution as though they were the holders of the number of Common Shares of the Company into which their Series G Perpetual Convertible Preferred Shares are convertible as of the record date fixed for the determination of the holders of Common Shares of the Company entitled to receive such Distribution. Notwithstanding the foregoing, this Section 9(g) shall not apply in respect of the issuance of Common Shares or standard options to purchase Common Shares to directors, officers or employees of the Company in their capacity as such.

(h) Adjustments for Recapitalization. If at any time or from time to time there shall be a recapitalization of the Common Shares (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere), provision shall be made so that the holders of the Series G Perpetual Convertible Preferred Shares shall thereafter be entitled to receive upon conversion of the Series G Perpetual Convertible Preferred Shares the number of shares of stock or other securities or property of the Company or otherwise, to which a holder of Common Shares deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section with respect to the rights of the holders of the Series G Perpetual Convertible Preferred Shares after the recapitalization to the end that the provisions of this Section (including, without limitation, provisions for adjustments of the Fixed Conversion Price and the number of Common Shares issuable upon conversion of the Series G Perpetual Convertible Preferred Shares) shall be applicable after that event as nearly equivalent as may be practicable.

(i) Notice of Record Taking. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Company shall mail to each holder of Series G Perpetual Convertible Preferred Shares, at least twenty (20) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

(j) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for effecting the conversion of the share so the Series G Perpetual Convertible Preferred Shares, 200% of the number of Common Shares as shall from time to time be sufficient to effect conversion of all outstanding Series G Perpetual Convertible Preferred Shares (the “Required Reserve Amount”); and if at any time the number of authorized but unissued Common Shares shall not be sufficient to enable the Company to satisfy its obligation to have available for issuance upon conversion of the Series G Perpetual Convertible Preferred Shares at least a number of Common Shares equal to the Required Reserve Amount, then, in addition to such other remedies as shall be available to the holder of such Series G Perpetual Convertible Preferred Shares, the Corporation will immediately take all such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Common Shares to such number of shares as shall be sufficient for such purposes, including, without limitation, using its best efforts to obtain the requisite stockholder approval of any necessary amendment to these provisions as soon as possible.

Section 10. Limitations of Conversion. The Company shall be entitled to convert the Series G Perpetual Convertible Preferred Shares in full, regardless of the beneficial ownership percentage of the holder after giving effect to such conversion.

Section 11. Ranking. All of the Series G Perpetual Convertible Preferred Shares shall rank pari passu with all classes of Common Shares.

Section 12. Amendment. The Amended and Restated Articles of Incorporation of the Company, as amended, shall not be further amended in any manner which would materially alter or change the powers, preference or special rights of the Series G Perpetual Convertible Preferred Shares so as to affect them adversely without the affirmative vote of the holders of a majority of the outstanding Series G Perpetual Convertible Preferred Shares, voting separately as a class.

Section 13. Fractional Shares. Series G Perpetual Convertible Preferred Shares may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series G Perpetual Convertible Preferred Shares.

Section 14. Transfer of Series G Perpetual Convertible Preferred Shares. A holder may transfer some or all of its Series G Perpetual Convertible Preferred Shares without the consent of the Company, provided the holders of Series G Perpetual Convertible Preferred Shares and their direct and indirect transferees are subject to the transfer restrictions of the Share Purchase Agreement, including that the Series G Perpetual Convertible Preferred Shares shall not be sold or traded on any securities exchange or public market until March 15, 2028 and any transferee must agree to be bound by such terms. Any Common Shares issued on conversion of the Series G Perpetual Convertible Preferred Shares will be subject to the same transfer restrictions under the Share Purchase Agreement and will bear a legend substantially in the following form, in addition to any legends appropriate to such securities’ status as “restricted securities” under federal securities laws.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN SHARE PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE INITIAL SECURITY HOLDER(S) DATED FEBRUARY 20, 2026, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.

Section 15. Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holders), a register for the Series G Perpetual Convertible Preferred Shares, in which the Company shall record the name, address and facsimile number of the persons in whose name the Series G Perpetual Convertible Preferred Shares have been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Series G Perpetual Convertible Preferred Shares is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any properly made transfers. There shall be no registration requirements for the underlying Common Shares after the conversion of Series G Perpetual Convertible Preferred Shares. Upon the conversion of the Series G Perpetual Convertible Preferred Shares to Common Shares, the Common Shares shall consist of restricted shares and may be traded only in accordance with Rule 144 under the Securities Act of 1933, as amended, or another available exemption from the registration requirements of the Securities Act of 1933, as amended.

RESOLVED FURTHER, that the President or any Vice President and the Secretary or any Assistant Secretary of this Company be, and they hereby are, authorized and directed to prepare and file a Statement of Designation of Rights, Preferences and Privileges in accordance with the foregoing resolution and the provisions of Marshall Islands law and to take such actions as they may deem necessary or appropriate to carry out the intent of the foregoing resolution.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

We further declare under penalty of perjury that the matters set forth in the foregoing Statement of Designation are true and correct of our own knowledge.

Executed in Athens, Greece on March 18, 2026.

/s/ Nikolaos Papastratis
Nikolaos Papastratis
Chief Financial Officer/Secretary

Exhibit 2.12

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

As of December 31, 2025, Rubico Inc. (the “Company,” “we,” “us” and “our”) had our common stock, par value $0.01 per share, and the related preferred stock purchase rights registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The following description sets forth certain material terms and provisions of the Company’s common stock and related preferred stock purchase rights, the authorized capital stock of the Company, and other outstanding securities of the Company. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of the Company’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), as amended, and the Amended and Restated By-laws (the “By-laws”), as amended, each of which is incorporated by reference as an exhibit to the Annual Report on Form 20-F of which this exhibit is a part. We encourage you to refer to our Articles of Incorporation and By-laws for additional information.

Capitalized terms used but not defined herein have the meanings given to them in the Annual Report on Form 20-F of which this exhibit is a part.

Purpose

Our purpose is to engage in any lawful act or activity for which corporations may be organized under the Marshall Islands Business Corporations Act (the “BCA”). Our Articles of Incorporation and By-laws, as further amended, do not impose any limitations on the ownership rights of our shareholders.

Authorized Capitalization

Our authorized capital stock consists of 1,000,000,000 shares of common stock with a par value $0.01 per share (the “Common Shares”), of which 385,501 shares were issued and outstanding as of December 31, 2025 and 7,573,572 were outstanding as of the date of the Annual Report on Form 20-F of which this exhibit is a part, and 20,000,000 shares of preferred stock with a par value of $0.01 per share, out of which 100,000 shares have been designated as Series D Preferred Stock (the “Series D Preferred Shares”) and are issued and outstanding as of December 31, 2025 and as of the date of the Annual Report on Form 20-F of which this exhibit is a part, and 4,236 shares have been designated as Series G Perpetual Convertible Preferred Shares (the “Series G Preferred Shares”) of which none were issued and outstanding as of December 31, 2025 and 4,236 were issued and outstanding as of the date of the Annual Report on Form 20-F of which this exhibit is a part. Our Board of Directors has the authority to authorize the issuance from time to time of one or more classes of preferred shares with one or more series within any class thereof, with such voting powers, full or limited, or without voting powers and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions thereon as shall be set forth in the resolution or resolutions adopted by our Board of Directors providing for the issuance of such preferred shares and without further vote or action by the shareholders.

Description of Common Shares

Holders of our Common Shares do not have preferential or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of our Common Shares are subject to the rights of the holders of any preferred shares that we may issue in the future.

Voting Rights. Each outstanding Common Share entitles the holder to one vote on all matters submitted to a vote of shareholders. Our directors are elected by the affirmative vote of a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in the election. Our Articles of Incorporation and By-laws do not provide for cumulative voting in the election of directors.

Our Board of Directors must consist of at least one member and not more than twelve, as fixed from time to time by the vote of not less than two-thirds of the entire Board of Directors or the affirmative vote of two-thirds or more of the total number of votes eligible to be cast by the holders of issued and outstanding Common Shares entitled to vote generally in the election of directors (considered for this purpose as one class). Each director shall be elected to serve until the third succeeding annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, except in the event of the earlier termination of his or her term of office, through death, resignation, removal or otherwise. Our Board of Directors has the authority to fix the amounts which shall be payable to the members of our Board of Directors and to members of any committee, for attendance at any meeting and for services rendered to us.

Dividend Rights. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of Common Shares are entitled to receive ratably all dividends, if any, declared by our Board of Directors out of funds legally available for dividends.

Liquidation Rights. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our Common Shares will be entitled to receive pro rata our remaining assets available for distribution.

Limitations on Ownership. Our Articles of Incorporation and By-laws, as further amended, do not impose any limitations on the ownership rights of our shareholders.

Conversion. Holders of Common Shares do not have conversion, redemption or preemptive rights to subscribe to any of our securities.

Registrar and Transfer Agent. Broadridge Financial Solutions, Inc. is the transfer agent and registrar for our Common Shares.

Listing. Our Common Shares are listed on The Nasdaq Capital Market under the symbol “RUBI.”

Description of Series A Participating Preferred Shares

The following description of the characteristics of the Series A Participating Preferred Shares is a summary and does not purport to be complete and is qualified by reference to the form of the Statement of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock which is filed as an exhibit to the Annual Report on Form 20-F of which this exhibit is a part.

As of the date of the Annual Report on Form 20-F of which this exhibit is a part, no Series A Participating Preferred Shares are outstanding.

The Series A Participating Preferred Shares have the following characteristics:

Conversion. The Series A Participating Preferred Shares are not convertible into Common Shares.

Voting Rights. Each Series A Participating Preferred Share has the voting power of 1,000 Common Shares.

Dividends and Distributions. The holders of outstanding Series A Participating Preferred Shares shall be entitled to receive out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date in an amount per share (rounded to the nearest cent) equal to 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on the Common Shares since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Participating Preferred Stock.

Dividends shall begin to accrue on outstanding Series A Participating Preferred Shares from the Quarterly Dividend Payment Date immediately preceding the date of issue of such Series A Participating Preferred Shares, unless the date of issue of such Series A Participating Preferred Shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such Series A Participating Preferred Shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Participating Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Participating Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. Our Board of Directors may fix a record date for the determination of holders of Series E Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Certain Restrictions. We shall not declare any dividend on, make any distribution on, or redeem or purchase or otherwise acquire for consideration any Common Shares after the first issuance of a share or fraction of Series A Participating Preferred Share unless concurrently therewith we declare a dividend on the Series A Participating Preferred Stock as described hereunder.

Whenever quarterly dividends or other dividends or distributions payable on the Series A Participating Preferred Stock are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on Series A Participating Preferred Shares outstanding shall have been paid in full, we shall not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock; (ii) declare or pay dividends on, make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with Series A Participating Preferred Stock, except dividends paid ratably on the Series A Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Participating Preferred Stock, provided that we may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any of our stock ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Participating Preferred Stock; (iv) purchase or otherwise acquire for consideration any Series A Participating Preferred Shares, or any shares of stock ranking on a parity with the Series A Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board) to all holders of such shares upon such terms as our Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of our Company, the holders of the Series A Participating Preferred Shares shall be entitled to receive an aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Shares plus an amount equal to any accrued and unpaid dividends on such Series A Participating Preferred Shares.

Consolidation, Merger etc. In case we enter into any consolidation, merger, combination or other transaction in which our Common Shares are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the Series A Participating Preferred Shares shall at the same time be similarly exchanged or changed in an amount per share equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each Common Share is changed or exchanged.

No Preemptive Rights; No Sinking Fund. The holders of Series A Participating Preferred Shares do not have any preemptive rights. The Series A Participating Preferred Shares will not be subject to any sinking fund or any other obligation of us for their repurchase or retirement.

Ranking. All Series A Participating Preferred Shares shall rank junior to all other series of our preferred shares as to the payment of dividends and the distribution of assets, unless the terms of any such series provide otherwise.

Description of Series D Preferred Shares

The following description of the characteristics of the Series D Preferred Shares is a summary and does not purport to be complete and is qualified by reference to the form of the Statement of Designation of Rights, Preferences and Privileges of Series D Preferred Stock which is filed as an exhibit to the Annual Report on Form 20-F of which this exhibit is a part.

The Series D Preferred Shares have the following characteristics:

Conversion. The Series D Preferred Shares are not convertible into Common Shares.

Voting Rights. Each Series D Preferred Share has the voting power of 1,000 Common Shares. In order to satisfy the minimum percentage of voting of Mr. Evangelos J. Pistiolis contained in our bareboat charters in connection with the sale and leaseback agreements (the “SLBs”) of our vessels as well as any future such minimum voting rights financing agreement covenants, the voting rights per share of Series D Preferred Shares are adjusted such that during the term of any facility or lease containing such a minimum voting percentage covenant, the combined voting power controlled by Mr. Evangelos J. Pistiolis or any related parties affiliated with Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of our total voting power, irrespective of any new common or preferred stock issuances. Both the number of the Series D Preferred Shares and the votes per Series D Preferred Share are not adjusted in case of splits, subdivisions, reverse stock splits or combinations of our outstanding shares.

Dividends and Distributions. The Series D Preferred Shares shall have no dividend or distribution rights.

Maturity. The Series D Preferred Shares shall expire and all outstanding Series D Preferred Shares shall be redeemed by us for par value on the date that any financing arrangement with any financial institution which requires that any member of the family of Mr. Evangelos J. Pistiolis maintains a specific minimum ownership or voting interest (either directly and/or indirectly through companies or other entities beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of our issued and outstanding Common Shares, respectively, are fully repaid or reach their maturity date. The Series D Preferred Shares shall not be otherwise redeemable. Currently the SLBs with AVIC International Leasing Co., Ltd and China Huarong Shipping Financial Leasing Co Ltd. have similar provisions that are satisfied via the existence of the Series D Preferred Shares.

Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of our Company, the Series D Preferred Shares shall have a liquidation preference of $0.01 per share.

No Preemptive Rights; No Sinking Fund. The holders of Series D Preferred Shares do not have any preemptive rights. The Series D Preferred Shares will not be subject to any sinking fund or any other obligation of us for their repurchase or retirement.

Description of Series E Preferred Shares

As contemplated by a share purchase agreement dated as of December 31, 2025, by and between us and TOP Ships Inc. (the “Former Parent”), the Former Parent may under certain circumstances demand the payment of instalments in the form of newly designated and issued Series E Perpetual Convertible Preferred Shares (the “Series E Preferred Shares”).

As of the date of the Annual Report on Form 20-F of which this exhibit is a part, the Series E Preferred Shares have not been designated and no Series E Preferred Shares are outstanding.

The following description of the characteristics of the Series E Preferred Shares is a summary and does not purport to be complete and is qualified by reference to the form of the Statement of Designations of the Series E Perpetual Convertible Preferred Shares, which is filed as an exhibit to the Annual Report on Form 20-F of which this exhibit is a part.

The Series E Preferred Shares, if designated, would have the following characteristics:

Conversion. Each holder of Series E Preferred Shares, at any time and from time to time, has the right, subject to certain conditions, to convert all or any portion of the Series E Preferred Shares then held by such holder into the Common Shares at the conversion rate then in effect. Each Series E Preferred Share is convertible into the number of our Common Shares equal to the quotient of $1,000 plus any accrued and unpaid dividends divided by the lesser of the following four prices (the “Series E Conversion Price”): (i) 120% of the closing price of our Common Shares on the trading day immediately preceding the first issuance of Series E Preferred Shares, (ii) 80% of the lowest daily VWAP of the Common Shares over the twenty consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, (iii) the conversion price or exercise price per share of any of our then outstanding convertible shares or warrants, (iv) the lowest issuance price of the Common Shares in any transaction from the date of the issuance of the Series E Preferred Shares onwards, but in no event will the Series E Conversion Price be less than $0.60 (the “Series E Floor Price”). The Series E Floor Price is adjusted (decreased) in case of splits or subdivisions of our outstanding shares and is not adjusted in case of reverse stock splits or combinations of our outstanding shares. Finally, the Series E Conversion Price is subject to appropriate adjustment in the event of certain dividends and distributions, stock combinations, reclassifications or similar events affecting the Common Shares.

Limitations of Conversion. Holders of Series E Preferred Shares shall be entitled to convert the Series E Preferred Shares in full, regardless of the beneficial ownership percentage of the holder after giving effect to such conversion.

Voting. The holders of Series E Preferred Shares are entitled to the voting power of one thousand (1,000) of our Common Shares per Series E Preferred Share. The holders of Series E Preferred Shares and the holders of our Common Shares shall vote together as one class on all matters submitted to a vote of our shareholders. The holders of Series E Preferred Shares otherwise have no special voting rights and their consent shall not be required for taking any corporate action.

Distributions. The holders of Series E Preferred Shares are entitled to receive certain dividends and distributions paid to holders of Common Shares on an as-converted basis. Upon any liquidation, dissolution or winding up of the Company, the holders of Series E Preferred Shares shall be entitled to receive our net assets pari passu with the Common Shares.

Redemption. We at our option shall have the right to redeem a portion or all of the outstanding Series E Preferred Shares. We shall pay an amount equal to one thousand dollars ($1,000) per each Series E Preferred Share (the “Series E Liquidation Amount”), plus a redemption premium equal to fifteen percent (15%) of the Series E Liquidation Amount being redeemed if that redemption takes place up to and including the first anniversary of the first issuance of Series E Preferred Shares and twenty percent (20%) of the Series E Liquidation Amount being redeemed if that redemption takes place after the first anniversary of the first issuance of Series E Preferred Shares, plus an amount equal to any accrued and unpaid dividends on such Series E Preferred Shares (collectively referred to as the “Series E Redemption Amount”). In order to make a redemption, we shall first provide one business day advance written notice to the holders of our intention to make a redemption, or the Redemption Notice, setting forth the amount we desire to redeem. After receipt of the Redemption Notice, the holders shall have the right to elect to convert all or any portion of its Series E Preferred Shares. Upon the expiration of the one business day period, we shall deliver to each holder the Series E Redemption Amount with respect to the amount redeemed after giving effect to conversions effected during the notice period.

The Series E Preferred Shares shall not be subject to redemption in cash at the option of the holders thereof under any circumstance.

Dividends. The holders of outstanding Series E Preferred Shares shall be entitled to receive out of funds legally available for the purpose, semi-annual dividends payable in cash on the last day of June and December in each year (each such date being referred to herein as a “Series E Semi Annual Dividend Payment Date”), commencing on the first Series E Semi Annual Dividend Payment Date in an amount per share (rounded to the nearest cent) equal to fifteen percent (15%) per year of the Series E Liquidation Amount of the then outstanding Series E Preferred Shares computed on the basis of a 365-day year and the actual days elapsed.

Accrued but unpaid dividends shall bear interest at fifteen percent (15%). Dividends paid on the Series E Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. Our Board of Directors may fix a record date for the determination of holders of Series E Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Ranking. All Series E Preferred Shares shall rank pari passu with all classes of our Common Shares.

Description of Series G Preferred Shares

As contemplated by a share purchase agreement dated as of February 20, 2026, by and between us and Central Mare Inc. (the “Seller”), the Seller could under certain circumstances demand the payment of instalments in the form of newly issued Series G Perpetual Convertible Preferred Shares (the “Series G Preferred Shares”).

As of the date of the Annual Report on Form 20-F of which this exhibit is a part, 4,236 Series G Preferred Shares are issued and outstanding.

The following description of the characteristics of the Series G Preferred Shares is a summary and does not purport to be complete and is qualified by reference to the form of the Certificate of Designation of Rights, Preferences and Privileges of Series G Perpetual Convertible Preferred Shares, which is filed as an exhibit to the Annual Report on Form 20-F of which this exhibit is a part.

The Series G Preferred Shares have the following characteristics:

Conversion. We have the right, at any time and from time to time, subject to certain conditions, to convert in whole or in part (pro rata among the holders of Series G Preferred Shares) the Series G Preferred Shares then held by such holders into the Common Shares at the conversion rate then in effect.

Each Series G Preferred Share is convertible into the number of our Common Shares equal to the quotient of $1,000 plus any accrued and unpaid dividends divided by the lesser of the following four prices (the “Series G Conversion Price”): (i) 120% of the closing price of our Common Shares on the trading day immediately preceding the first issuance of Series G Preferred Shares, (ii) 80% of the lowest daily VWAP of the Common Shares over the twenty consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, (iii) the conversion price or exercise price per share of any of our then outstanding convertible shares or warrants, (iv) the lowest issuance price of the Common Shares in any transaction from the date of the issuance of the Series G Preferred Shares onwards, but in no event will the Series G Conversion Price be less than $0.60 (the “Series G Floor Price”). The Series G Floor Price is adjusted (decreased) in case of splits or subdivisions of our outstanding shares and is not adjusted in case of reverse stock splits or combinations of our outstanding shares. Finally, the Series G Conversion Price is subject to appropriate adjustment in the event of certain dividends and distributions, stock combinations, reclassifications or similar events affecting the Common Shares.

Limitations of Conversion. The Company shall be entitled to convert the Series G Preferred Shares in full, regardless of the beneficial ownership percentage of the holder after giving effect to such conversion.

Voting. The holders of Series G Preferred Shares are entitled to the voting power of one thousand (1,000) of our common shares per Series G Preferred Share, provided that no holder of Series G Preferred Shares may exercise voting rights pursuant to Series G Preferred Shares that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series G Perpetual Convertible Preferred Shares, Common Shares or otherwise) to exceed 19.99% of the total number of votes eligible to be cast on any matter submitted to a vote of our shareholders. The holders of Series G Preferred Shares and the holders of our Common Shares shall vote together as one class on all matters submitted to a vote of our shareholders. The holders of Series G Preferred Shares otherwise have no special voting rights and their consent shall not be required for taking any corporate action.

Distributions. The holders of Series G Preferred Shares are entitled to receive certain dividends and distributions paid to holders of Common Shares on an as-converted basis. Upon any liquidation, dissolution or winding up of the Company, the holders of Series G Preferred Shares shall be entitled to receive our net assets pari passu with the Common Shares.

Redemption. We at our option shall have the right to redeem a portion or all of the outstanding Series G Preferred Shares. We shall pay an amount equal to one thousand dollars ($1,000) per each Series G Preferred Share (the “Series G Liquidation Amount”), plus a redemption premium equal to fifteen percent (15%) of the Series G Liquidation Amount being redeemed if that redemption takes place up to and including the first anniversary of the first issuance of Series G Preferred Shares and twenty percent (20%) of the Series G Liquidation Amount being redeemed if that redemption takes place after the first anniversary of the first issuance of Series G Preferred Shares (collectively referred to as the “Series G Redemption Amount”). In order to make a redemption, we shall first provide one business day advance written notice to the holders of our intention to make a redemption setting forth the amount we desire to redeem. Upon the expiration of the one business day period, we shall deliver to each holder the Series G Redemption Amount with respect to the amount redeemed after giving effect to conversions effected during the notice period.

The Series G Preferred Shares shall not be subject to redemption in cash at the option of the holders thereof under any circumstance.

Dividends. The holders of outstanding Series G Preferred Shares shall be entitled to receive out of funds legally available for the purpose, semi-annual dividends payable in cash on the last day of June and December in each year (each such date being referred to herein as a “Series G Semi Annual Dividend Payment Date”), commencing on the first Series G Semi Annual Dividend Payment Date in an amount per share (rounded to the nearest cent) equal to fifteen percent (15%) per year of the Series G Liquidation Amount of the then outstanding Series G Preferred Shares computed on the basis of a 365-day year and the actual days elapsed.

Accrued but unpaid dividends shall bear interest at fifteen percent (15%). Dividends paid on the Series G Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. Our Board of Directors may fix a record date for the determination of holders of Series G Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Transfer Restrictions. The Series G Preferred Shares will be transferable without our consent, provided the holders of Series G Preferred Shares and their direct and indirect transferees are subject to the transfer restrictions of the Share Purchase Agreement, including that the Series G Preferred Shares shall not be sold or traded on any securities exchange or public market until March 15, 2028 and any transferee must agree to be bound by such terms. Any Common Shares issued on conversion of the Series G Perpetual Convertible Preferred Shares will be subject to the same transfer restrictions under the Share Purchase Agreement.

Ranking. All Series G Preferred Shares shall rank pari passu with all classes of our Common Shares.

Description of Preferred Share Purchase Rights

On August 1, 2025, we declared a dividend of one preferred share purchase right, or a Right, for each Common Share outstanding immediately prior thereto and adopted a shareholder rights plan, as set forth in a Shareholders’ Rights Agreement dated as of August 1, 2025 (the “Rights Agreement”), by and between us and Broadridge Corporate Issuer Solutions, LLC, as rights agent.

Each Right entitles the registered holder to purchase from us one one-thousandth of a Series A Participating Preferred Share, par value $0.01, at an exercise price of $40.00 per share. The Rights will separate from the Common Shares and become exercisable only if a person or group acquires beneficial ownership of 15% or more of our Common Shares (including through entry into certain derivative positions) in a transaction not approved by our Board of Directors. In that situation, each holder of a Right (other than the Acquiring Person (as defined below), whose Rights will become void and will not be exercisable) will have the right to purchase, upon payment of the exercise price, a number of Common Shares having a then-current market value equal to twice the exercise price. In addition, if we are acquired in a merger or other business combination after an Acquiring Person acquires 15% or more of our Common Shares, each holder of the Right will thereafter have the right to purchase, upon payment of the exercise price, a number of Common Shares of the Acquiring Person having a then-current market value equal to twice the exercise price. The Acquiring Person will not be entitled to exercise these Rights. Until a Right is exercised, the holder of a Right will have no rights to vote or receive dividends or any other shareholder rights.

The Rights may have anti-takeover effects. The Rights will cause substantial dilution to any person or group that attempts to acquire us without the approval of our Board of Directors. As a result, the overall effect of the Rights may be to render more difficult or discourage any attempt to acquire us. Because our Board of Directors can approve a redemption of the Rights for a permitted offer, the Rights should not interfere with a merger or other business combination approved by our Board of Directors.

For those interested in the specific terms of the Rights Agreement, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the form of the Rights Agreement, which is an exhibit to the Registration Statement on Form 20-F filed by us on June 4, 2025 and incorporated by reference to the Annual Report on Form 20-F of which this exhibit is a part. The foregoing description of the Rights Agreement is qualified in its entirety by reference to such exhibit.

Detachment of the Rights. The Rights are attached to all certificates representing our currently outstanding Common Shares, or, in the case of uncertificated Common Shares registered in book entry form, which we refer to as “book entry shares,” by notation in book entry accounts reflecting ownership, and will attach to all Common Shares certificates and book entry shares we issue prior to the Rights distribution date that we describe below. The Rights are not exercisable until after the Rights distribution date and will expire at the close of business on the tenth anniversary of our entry into the Rights Agreement, unless we redeem or exchange them earlier as we describe below. The Rights will separate from the Common Shares and a Rights distribution date would occur, subject to specified exceptions, on the earlier of the following two dates:

•	the 10^th^day after public announcement that a person or group has acquired ownership of 15% or more of our Common Shares; or
•	the 10^th^business day (or such later date as determined by our Board of Directors) after a person or group announces a tender or<br> exchange offer which would result in that person or group holding 15% or more of our Common Shares.
---	---

“Acquiring Person” is generally defined in the Rights Agreement as any person, together with all affiliates or associates, who beneficially owns 15% or more of our Common Shares then outstanding. However, we, any of our subsidiaries or any of our or our subsidiaries’ employee benefit plan and any person holding Common Shares for or pursuant to the terms of any such plan, are excluded from the definition of “Acquiring Person.” Certain inadvertent owners that would otherwise become an Acquiring Person, including those who would have this designation as a result of repurchases of Common Shares by us, will not become Acquiring Persons as a result of those transactions. For persons who, prior to the time of public announcement of the Rights Agreement, beneficially own 15% or more of our outstanding Common Shares, the Rights Agreement “grandfathers” their current level of ownership, so long as they do not purchase additional shares in excess of certain limitations. In addition, none of the Lax Trust, 3 Sororibus Trust of Cyprus, Evangelos J. Pistiolis, or any of their affiliates or associates shall be considered an Acquiring Person.

Our Board of Directors may defer the Rights distribution date in some circumstances, and some inadvertent acquisitions will not result in a person becoming an Acquiring Person if the person promptly divests itself of a sufficient number of Common Shares.

Until the Rights distribution date: (i) the Rights will be evidenced by the certificates for Common Shares registered in the names of the holders thereof or, in the case of uncertificated Common Shares registered in book-entry form by notation in book entry accounts reflecting the ownership of such Common Shares (which certificates and Book Entry Shares, as applicable, shall also be deemed to be Rights Certificates) and not by separate Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares.

As soon as practicable after the distribution date, we will prepare, execute and send, or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information and documents, in the discretion of the Rights Agent, at our expense, send or cause to be sent) by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the distribution date, at the address of such holder shown on our records, or the transfer agent or registrar for the Common Shares, a Rights Certificate evidencing one Right for each Common Share so held.

We will not issue Rights with any Common Shares we issue after the Rights distribution date, except as our Board of Directors may otherwise determine.

Flip-In Event. If an Acquiring Person obtains beneficial ownership of 15% or more of our Common Shares, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of Common Shares (or, in certain circumstances, cash, property or other of our securities) having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by us, as further described below under “Redemption of Rights.”

Following the occurrence of an event set forth in preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially owned by an Acquiring Person or certain of its transferees will be null and void.

Flip-Over Event. If, after an Acquiring Person obtains 15% or more of our Common Shares, (i) we merge into another entity; (ii) an acquiring entity merges into us; or (iii) we sell or transfer 50% or more of our assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price, a number of Common Shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price.

Anti-Dilution. We may adjust the purchase price of the preferred shares, the number of preferred shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the preferred shares or Common Shares. No adjustments to the Exercise Price of less than 1% will be made.

Redemption of Rights. We may redeem the Rights for $0.0001 per Right under certain circumstances. If we redeem any Rights, we must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of the Rights will be to receive the redemption price of $0.0001 per Right. The redemption price will be adjusted if we effect a stock dividend or a stock split. The redemption price shall be payable, at our option, in cash, Common Shares or such other form of consideration as our Board of Directors shall determine.

Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding Common Shares, our Board of Directors may extinguish the Rights by exchanging one Common Share or an equivalent security for each Right, other than Rights held by the Acquiring Person. In certain circumstances, we may elect to exchange the Rights for cash or other of our securities having a value approximately equal to one Common Share.

Expiration. The Rights expire on the earliest of (i) August 1, 2035; or (ii) the redemption or exchange of the Rights as described above.

Amendment of Terms of Rights. The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the holders of the Rights on or prior to the distribution date. Thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the holders of Rights, with certain exceptions, in order to (i) cure any ambiguities; (ii) correct or supplement any provision contained in the Rights Agreement that may be defective or inconsistent with any other provision therein; (iii) shorten or lengthen any time period pursuant to the Rights Agreement; or (iv) make changes that do not adversely affect the interests of holders of the Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person).

Description of Class A Warrants and Representative Warrants

On November 6, 2025, we closed a firm commitment underwritten public offering (the “November Offering”) of 52,629 units, each unit consisting of one Common Share (or one pre-funded warrant in lieu thereof) and one Class A warrant (each a “Class A Warrant”). Each Class A Warrant is exercisable to purchase one Common Share at a public offering price of $142.51 per unit. As of the date of the Annual Report on Form 20-F, Class A Warrants exercisable for up to 10 Common Shares remain outstanding.

Class A Warrants

The following description of the characteristics of the Class A Warrants is a summary and does not purport to be complete and is qualified by reference to the form of the Class A Warrant which is filed as an exhibit to the Annual Report on Form 20-F of which this exhibit is a part.

Exercisability. The Class A Warrants are immediately exercisable at any time after their issuance and at any time up to the date that is one (1) year after their issuance. The Class A Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice with payment in full in immediately available funds for the number of Common Shares purchased upon such exercise (except in the case of a cashless exercise or zero cash exercise, as discussed below). We may be required to pay certain amounts as liquidated damages as specified in the warrants in the event we do not deliver Common Shares upon exercise of the warrants within the time periods specified in the warrants. No fractional Common Shares will be issued in connection with the exercise of a warrant.

Cashless Exercise and Zero Cash Exercise. If a registration statement registering the issuance of the Common Shares underlying the Class A Warrants under the Securities Act of 1933, as amended (the “Securities Act”), is not effective or available, the holder may, in its sole discretion, elect to exercise the Class A Warrants through a cashless exercise, in which case the holder would receive upon such exercise the net number of Common Shares determined according to the formula set forth in the Class A Warrant.

A holder of Class A Warrants may also provide notice and elect to exercise the Class A Warrants by way of a zero cash exercise option pursuant to which they would receive, for no additional cash consideration, an aggregate number of shares equal to the product of (x) the aggregate number of Common Shares that would be issuable upon a cash exercise of the Class A Warrants and (y) 2.0.

Exercise Limitation. A holder will not have the right to exercise any portion of the Class A Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election of the holder prior to the issuance of any warrants, up to 9.99%) of the number of our Common Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, upon at least 61 days’ prior notice from the holder to us with respect to any increase in such percentage.

Exercise Price. Each Class A Warrant has an initial exercise price per Common Share equal to $142.51. The exercise price for the Class A Warrants will be adjusted downward (each, a “Reset Price”) at 9:00 a.m. Eastern time on the date that is (i) November 12, 2025 and (ii) November 18, 2025 (each, a “Reset Date”) following the closing of this November Offering to the price that is equal to $99.75 and $71.25, respectively, of the Basis Price (as defined in each Class A Warrant). If the exercise price is so adjusted on a Reset Date, the number of Common Shares underlying the Class A Warrants will also be proportionally increased on each such Reset Date so that the applicable Reset Price multiplied by the increased number of Common Shares equal the aggregate proceeds that would have resulted from the full exercise of the Class A Warrants immediately prior to the applicable Reset Date. The exercise price and number of Common Shares issuable upon exercise are subject to appropriate adjustments in the event of stock dividends, stock splits, reorganizations or similar events affecting our Common Shares.

Floor Price. The exercise price shall not be adjusted to a price less than the floor price, being a price equal to $23.40, including any adjustments provided for in each Class A Warrant.

Transferability. Subject to applicable laws, the Class A Warrants may be offered for sale, sold, transferred or assigned without our consent.

Exchange Listing. We do not intend to list the Class A Warrants on any securities exchange or other trading market. Without an active trading market, the liquidity of the Class A Warrants will be limited.

Rights as a Shareholder. Except as otherwise provided in the Class A Warrants or by virtue of such holder’s ownership of our Common Shares, the holder of a Class A Warrant does not have the rights or privileges of a holder of our Common Shares, including any voting rights, until the issuance of Common Shares upon exercise of the warrant. Holders of Class A Warrants have the right to participate in certain distributions as specified in the relevant warrant.

Fundamental Transactions. In the event of a fundamental transaction, as described in the Class A Warrants and generally including, with certain exceptions, any reorganization, recapitalization or reclassification of our Common Shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Shares or 50% of the voting power represented by our outstanding Common Shares, the holders of the Class A Warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the relevant warrants immediately prior to such fundamental transaction.

Governing Law. The Class A Warrants are governed by New York law.

Description of January Pre-funded Warrants, Class B Warrants and PA Warrants

On January 12, 2026, we closed a best-efforts public offering (the “January Offering”) of 854,700 units, each unit consisting of one Common Share (or one pre-funded warrant (each a “January Pre-funded Warrant”) in lieu thereof) and 1.5 Class B warrants (each a “Class B Warrant”). Each Class B Warrant is exercisable to purchase one Common Share at a public offering price of $4.68 per unit, subject to customary adjustments. As of the date of the Annual Report on Form 20-F, no January Pre-funded Warrants remain outstanding and Class B Warrants exercisable to purchase up to 1,282,050 Common Shares remain outstanding.

January Pre-funded Warrants and Class B Warrants

The following description of the characteristics of the January Pre-funded Warrants and the Class B Warrants is a summary and does not purport to be complete and is qualified by reference to the forms of the January Pre-funded Warrant and the Class B Warrant which are filed as exhibits to the Annual Report on Form 20-F of which this exhibit is a part.

Exercisability. The January Pre-funded Warrants are exercisable at any time after their original issuance until they are exercised in full. The Class B Warrants are immediately exercisable at any time after their issuance and at any time up to the date that is five (5) years after their issuance. Each of the January Pre-funded Warrants and the Class B Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice with payment in full in immediately available funds for the number of Common Shares purchased upon such exercise (except in the case of a cashless exercise, as discussed below). We may be required to pay certain amounts as liquidated damages as specified in the warrants in the event we do not deliver Common Shares upon exercise of the warrants within the time periods specified in the warrants. No fractional Common Shares will be issued in connection with the exercise of a warrant.

Cashless Exercise. The holder may, in its sole discretion, elect to exercise the January Pre-funded Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of Common Shares determined according to the formula set forth in the January Pre-funded Warrant. If a registration statement registering the issuance of the Common Shares underlying the Class B Warrants under the Securities Act is not effective or available, the holder may, in its sole discretion, elect to exercise the Class B Warrants through a cashless exercise, in which case the holder would receive upon such exercise the net number of Common Shares determined according to the formula set forth in the Class B Warrant.

Exercise Limitation. A holder will not have the right to exercise any portion of the January Pre-funded Warrants or Class B Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election of the holder prior to the issuance of any warrants, up to 9.99%) of the number of our Common Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, upon at least 61 days’ prior notice from the holder to us with respect to any increase in such percentage.

Exercise Price. The exercise price or the January Pre-funded Warrants is $0.08 per Common Share. The exercise price per whole Common Share purchasable upon exercise of the Class B Warrants is $4.68 per share. The exercise price and number of Common Shares issuable upon exercise are subject to appropriate adjustments in the event of certain dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Shares.

Voluntary Adjustment by Company. Subject to the rules and regulation of the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing) on which our Common Shares are listed or quoted for trading on the date in question, we may at any time during the term of the Class B Warrants reduce the then current exercise price to any amount and for any period of time deemed appropriate by our Board of Directors.

Transferability. Subject to applicable laws, the January Pre-funded Warrants and Class B Warrants may be offered for sale, sold, transferred or assigned without our consent.

Exchange Listing. We do not intend to list the January Pre-funded Warrants or the Class B Warrants on any securities exchange or other trading market. Without an active trading market, the liquidity of the January Pre-funded Warrants and Class B Warrants will be limited.

Rights as a Shareholder. Except as otherwise provided in the January Pre-funded Warrants or the Class B Warrants or by virtue of such holder’s ownership of our Common Shares, the holder of a January Pre-funded Warrant or Class B Warrant does not have the rights or privileges of a holder of our Common Shares, including any voting rights, until the issuance of Common Shares upon exercise of the warrant. Holders of January Pre-funded Warrants have the right to participate in dividends and holders of January Pre-funded Warrants and Class B Warrants have the right to participate in certain distributions as specified in the relevant warrant.

Fundamental Transactions. In the event of a fundamental transaction, as described in the January Pre-funded Warrants and the Class B Warrants and generally including, with certain exceptions, any reorganization, recapitalization or reclassification of our Common Shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Shares or 50% of the voting power represented by our outstanding Common Shares, the holders of the January Pre-funded Warrants and the Class B Warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the relevant warrants immediately prior to such fundamental transaction.

Governing Law. The January Pre-funded Warrants and the Class B Warrants are governed by New York law.

PA Warrants

The following summary of certain terms and provisions of the PA Warrants is not complete and is subject to, and qualified in its entirety by, the provisions of the form of the PA Warrant which is filed as an exhibit to the Annual Report on Form 20-F of which this exhibit is a part.

In connection with the January Offering, we agreed to issue to Maxim Group LLC as placement agent warrants to purchase a number of Common Shares equal to 5.0% of the total number of Common Shares sold in the January Offering (the “PA Warrants”). 42,735 PA Warrants to purchase up to 42,735 Common Shares were issued in connection with the closing of the January Offering. The PA Warrants have substantially similar terms as the Class B Warrants issued in the January Offering and are immediately exercisable at any time after their issuance and at any time up to January 9, 2031. As of the date of the Annual Report on Form 20-F, PA Warrants exercisable to purchase up to 42,735 Common Shares remain outstanding.

Articles of Incorporation and By-laws

The following description of our Articles of Incorporation and By-laws is a summary of the Articles of Incorporation and By-laws, which have been filed as exhibits to the Annual Report on Form 20-F of which this exhibit is a part and is qualified by reference to such exhibits.

Shareholder Meetings

Under our By-laws, annual shareholder meetings will be held at a time and place selected by our Board of Directors. The meetings may be held in or outside of the Marshall Islands. Special meetings of the shareholders, unless otherwise prescribed by law, may be called for any purpose or purposes at any time by our Board of Directors. Notice of every annual and special meeting of shareholders shall be given at least 15 but not more than 60 days before such meeting to each shareholder of record entitled to vote thereat.

Directors

Our directors are elected by the affirmative vote of a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in the election. Our Articles of Incorporation and By-laws do not provide for cumulative voting in the election of directors.

Our Board of Directors must consist of at least one member and not more than twelve, as fixed from time to time by the vote of not less than two-thirds of our entire Board of Directors or the affirmative vote of two-thirds or more of the total number of votes eligible to be cast by the holders of issued and outstanding Common Shares entitled to vote generally in the election of directors (considered for this purpose as one class). Each director shall be elected to serve until the third succeeding annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, except in the event of his or her death, resignation, removal, or the earlier termination of his or her term of office. Our Board of Directors has the authority to fix the amounts which shall be payable to the members of our Board of Directors, and to members of any committee, for attendance at any meeting or for services rendered to us.

Classified Board

Our Articles of Incorporation provide for the division of our Board of Directors into three classes of directors, with each class as nearly equal in number as the then total number of directors constituting the entire Board of Directors permits, serving staggered, three-year terms. Approximately one-third of our Board of Directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of our Board of Directors from removing a majority of our Board of Directors for two years.

Election and Removal

Our By-laws require parties other than our Board of Directors to give advance written notice of nominations for the election of directors. The entire Board of Directors or any individual director may be removed at any time, with cause, by the affirmative vote of two-thirds of the votes eligible to be cast by the holders of outstanding shares of our stock then entitled to vote at an election of directors. No director may be removed without cause by either the shareholders or our Board of Directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Dissenters’ Rights of Appraisal and Payment

Under the BCA, our shareholders generally have the right to dissent from the sale of all or substantially all of our assets not made in the usual course of our business and receive payment of the fair value of their shares. However, the right of a dissenting shareholder to receive payment of the appraised fair value of his or her shares is not available under the BCA for the shares of any class or series of stock, which shares at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. In the event of any further amendment of our Articles of Incorporation, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment.

Shareholders’ Derivative Actions

Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of our Common Shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates.

Forum Selection

Our Articles of Incorporation provide that, (A) unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for any internal corporate claim, intra-corporate claim, or claim governed by the internal affairs doctrine, including, but not limited to: (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or shareholder of the Company to the Company or the Company’s shareholders and (iii) any action asserting a claim arising pursuant to any provision of the BCA or our Articles of Incorporation (as may be further amended from time to time) or our By-laws and (B) the United States District Court for the Southern District of New York (or, if such court does not have jurisdiction over such claim, any other federal district court of the United States) shall be the sole and exclusive forum for all claims arising under the Securities Act or the Exchange Act, and any rule or regulation promulgated thereunder, to the extent such claims would be subject to federal or state jurisdiction pursuant to the Securities Act or the Exchange Act, as applicable, after giving effect to clause (A) above.

Therefore, to the fullest extent permitted by law, we have selected the High Court of the Republic of the Marshall Islands as the exclusive forum for any derivative action alleging a violation of the Securities Act or Exchange Act. The enforceability of similar forum selection provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provisions contained in our Articles of Incorporation to be inapplicable or unenforceable in such action. For example, with respect to derivative actions arising under the Exchange Act, there is currently disagreement among federal Courts of Appeals in the United States (a circuit split between the Courts of Appeals for the Seventh and Ninth Circuits) as to whether a forum selection clause which requires that derivative actions be brought in a specified forum other than the federal courts would contravene Section 27 of the Exchange Act under certain circumstances. The circuit split follows a line of cases that analyze the enforceability of forum selection provisions in the context of derivative Securities Act and Exchange Act claims.

Accordingly, the applicability of the provisions of our Articles of Incorporation selecting a Marshall Islands forum for certain types of claims may be limited with respect to such claims arising under the Securities Act or Exchange Act and, as a result, under certain such circumstances, the effect of our forum selection provisions may be uncertain. It is possible that a court could find our forum selection provisions to be inapplicable or unenforceable for these or other reasons. As a result, we could be required to litigate claims in multiple jurisdictions, incur additional costs, or otherwise not receive the benefits that we expect our forum selection provisions to provide.

Any person or entity holding, owning, or otherwise acquiring any shares of capital stock of us shall be deemed to have notice of and consented to the forum selection provisions in our Articles of Incorporation. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act and the rules and regulations thereunder and Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act and the rules and regulations thereunder. Although our forum selection provisions shall not relieve us of our statutory duties to comply with the federal securities laws and the rules and regulations thereunder, and our shareholders are not deemed to have waived our compliance with these laws, rules, and regulations, as applicable, our forum selection provisions may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits with respect to such claims. For more information regarding the risks connected to the forum selection provisions in our Articles of Incorporation, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Common Shares—We may not achieve the intended benefits of having forum selection provisions if they are found to be unenforceable.”

Limitations on Liability and Indemnification of Officers and Directors

The BCA authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their shareholders for monetary damages for breaches of directors' fiduciary duties. Our Articles of Incorporation include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by law.

Our By-laws provide that we must indemnify and hold harmless our directors and officers to the fullest extent permitted by the BCA. We are also required to advance certain expenses to our directors and officers incurred while defending a civil or criminal proceeding, provided that the director or officer will repay the amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that he or she is not entitled to indemnification under the relevant section of our By-laws. We may carry directors’ and officers’ insurance providing indemnification for our directors and officers for some liabilities. We believe that these indemnification provisions and this insurance are useful to attract and retain qualified directors and officers.

The limitation of liability and indemnification provisions in our Articles of Incorporation may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Anti-takeover Effect of Certain Provisions of our Articles of Incorporation and By-laws

Several provisions of our Articles of Incorporation and By-laws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

Limited Actions by Shareholders

Our By-laws provide that any action required or permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders.

Our By-laws provide that our Board of Directors may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder may be prevented from calling a special meeting for shareholder consideration of a proposal over the opposition of our Board of Directors and shareholder consideration of a proposal may be delayed until the next annual meeting.

Our By-laws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing. Our By-laws also specify requirements as to the form and content of a shareholder’s notice. These provisions may impede shareholders’ ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.

Blank Check Preferred Stock

Under the terms of our Articles of Incorporation, our Board of Directors has authority, without any further vote or action by our shareholders, to issue up to 20,000,000 shares of blank check preferred stock. Our Board of Directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.

Super-Majority Approval Requirements

Our Articles of Incorporation and By-laws provide that the affirmative vote of two-thirds of the votes eligible to be cast by holders of outstanding shares of our capital stock then entitled to vote at an election of directors is required to amend our By-laws or certain provisions of our Articles of Incorporation at any annual or special meeting of shareholders. In addition, amendments to certain provisions of our By-laws may be made when approved by a vote of not less than two-thirds of the entire Board of Directors. These provisions that require not less than a two-thirds vote of our Board of Directors to be amended are provisions governing: the nature of business to be transacted at our annual meetings of shareholders, the calling of special meetings by our Board of Directors, any amendment to change the number of directors constituting our Board of Directors, the method by which our Board of Directors is elected, the nomination procedures of our Board of Directors, removal of our directors and the filling of vacancies on our Board of Directors.

Business Combinations

Although the BCA does not contain specific provisions regarding “business combinations” between companies organized under the laws of the Marshall Islands and “interested shareholders,” we will include these provisions in our Articles of Incorporation. Specifically, our Articles of Incorporation will prohibit us from engaging in a “business combination” with certain persons for three years following the date the person becomes an interested shareholder. Subject to certain exceptions, interested shareholders generally include:

•	any person who is the beneficial owner of 15% or more of our issued and outstanding common stock; or
•	any person who is our affiliate or associate and who held 15% or more of our issued and outstanding common stock at any time within three years before the date on which the person’s status as an interested<br> shareholder is determined, and the affiliates and associates of such person.
---	---

Subject to certain exceptions, a business combination includes, among other things:

o	certain mergers or consolidations of us or any direct or indirect majority-owned subsidiary of ours;
o	any sale, lease, exchange, mortgage, pledge, transfer or other disposition of our assets or of any subsidiary of ours having an aggregate market value equal to 50% or more of either the aggregate market value of all<br> of our assets, determined on a combined basis, or the aggregate value of all of our issued and outstanding stock;
---	---
o	certain transactions that result in the issuance or transfer by us of any stock of ours to the interested shareholder;
---	---
o	any transaction involving us or any of our subsidiaries that has the effect of increasing the proportionate share of any class or series of stock, or securities convertible into any class or series of stock, of ours<br> or any such subsidiary that is owned directly or indirectly by the interested shareholder or any affiliate or associate of the interested shareholder; and
---	---

o	any receipt by the interested shareholder of the benefit directly or indirectly (except proportionately as a shareholder) of any loans, advances, guarantees, pledges or other financial benefits provided by or<br> through us.

These provisions of our Articles of Incorporation do not apply to a business combination if:

o	before a person became an interested shareholder, our Board of Directors approved either the business combination or the transaction in which the shareholder became an interested shareholder;
o	upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of our voting stock issued and outstanding at the time the<br> transaction commenced, other than certain excluded shares;
---	---
o	at or following the transaction in which the person became an interested shareholder, the business combination is approved by our Board of Directors and authorized at an annual or special meeting of shareholders,<br> and not by written consent, by the affirmative vote of at least two-thirds of the votes cast by the outstanding voting stock that is not owned by the interested shareholder;
---	---
o	the shareholder was or became an interested shareholder prior to the consummation of the initial public offering of the Corporation's common stock under the Securities Act;
---	---
o	a shareholder became an interested shareholder inadvertently and (i) as soon as practicable divested itself of ownership of sufficient shares so that the shareholder ceased to be an interested shareholder; and (ii)<br> would not, at any time within the three-year period immediately prior to a business combination between us and such shareholder, have been an interested shareholder but for the inadvertent acquisition of ownership; or
---	---
o	the business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required under our Articles of Incorporation of a proposed<br> transaction which (i) constitutes one of the transactions described in the following sentence; (ii) is with or by a person who either was not an interested shareholder during the previous three years or who became an interested shareholder<br> with the approval of our Board of Directors; and (iii) is approved or not opposed by a majority of the members of our Board of Directors then in office (but not less than one) who were directors prior to any person becoming an interested<br> shareholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to:
---	---
(i)	a merger or consolidation of us (except for a merger in respect of which, pursuant to the BCA, no vote of our shareholders is required);
---	---
(ii)	a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of our assets or of any direct or indirect<br> majority-owned subsidiary of ours (other than to any direct or indirect wholly-owned subsidiary or to us) having an aggregate market value equal to 50% or more of either the aggregate market value of all of our assets determined on a<br> consolidated basis or the aggregate market value of all the issued and outstanding shares; or
---	---
(iii)	a proposed tender or exchange offer for 50% or more of our issued and outstanding voting shares.
---	---

Certain Marshall Islands Company Considerations

Our corporate affairs are governed by our Articles of Incorporation and By-laws and by the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States, including Delaware. While the BCA provides that its provisions shall be applied and construed in a manner to make them uniform with the laws of the State of Delaware and other states of the United States of America with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as courts in the United States. Accordingly, you may have more difficulty in protecting your interests under Marshall Islands law in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction that has developed a substantial body of case law. The following table provides a comparison between statutory provisions of the BCA and the General Corporation Law of the State of Delaware relating to shareholders’ rights.

Marshall Islands	Delaware
Shareholder Meetings
Held at a time and place as designated in the by-laws.	May be held at such time or place as designated in the certificate of incorporation or the by-laws, or if not so designated, as determined by the board of directors.
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the by-laws.	Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the by-laws.
May be held within or outside of the Marshall Islands.	May be held within or outside of Delaware.
Notice:	Notice:
Whenever shareholders are required to take any action at a meeting, written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, unless it is an<br> annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting. Notice of a special meeting shall also state the purpose for which the meeting is called.	Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the<br> means of remote communication, if any.
A copy of the notice of any meeting shall be given personally, sent by mail or by electronic mail not less than 15 nor more than 60 days before the meeting.	Written notice shall be given not less than 10 nor more than 60 days before the meeting.
Shareholders’ Voting Rights
Unless otherwise provided in the articles of incorporation, any action required to be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote,<br> if a consent in writing, setting forth the action so taken, is signed by all the shareholders entitled to vote with respect to the subject matter thereof, or if the articles of incorporation so provide, by the holders of outstanding shares<br> having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.	Any action required to be taken at a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not fewer than the<br> minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted<br><br> <br>.
Marshall Islands	Delaware
Any person authorized to vote may authorize another person or persons to act for him by proxy.	Any person authorized to vote may authorize another person or persons to act for him by proxy.
Unless otherwise provided in the articles of incorporation or by-laws, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of<br> the shares entitled to vote at a meeting.	For stock corporations, the certificate of incorporation or by-laws may specify the number of shares required to constitute a quorum but in no event shall a quorum consist of less than one-third<br> of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.	When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
The articles of incorporation may provide for cumulative voting in the election of directors.	The certificate of incorporation may provide for cumulative voting in the election of directors.
Merger or Consolidation
Any two or more domestic corporations may merge into a single corporation if approved by the board and if authorized by a majority vote of the holders of outstanding shares at a shareholder<br> meeting.	Any two or more corporations existing under the laws of the state may merge into a single corporation pursuant to a board resolution and upon the majority vote by shareholders of each<br> constituent corporation at an annual or special meeting.
Any sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not made in the corporation's usual or regular course of business, once approved by the<br> board, shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting.	Every corporation may at any meeting of the board sell, lease or exchange all or substantially all of its property and assets as its board deems expedient and for the best interests of the<br> corporation when so authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote.
Any domestic corporation owning at least 90% of the outstanding shares of each class of another domestic corporation may merge such other corporation into itself without the authorization of the<br> shareholders of any corporation.	Any corporation owning at least 90% of the outstanding shares of each class of another corporation may merge the other corporation into itself and assume all of its obligations without the vote<br> or consent of shareholders; however, in case the parent corporation is not the surviving corporation, the proposed merger shall be approved by a majority of the outstanding stock of the parent corporation entitled to vote at a duly called<br> shareholder meeting.
Any mortgage, pledge of or creation of a security interest in all or any part of the corporate property may be authorized without the vote or consent of the shareholders, unless otherwise<br> provided for in the articles of incorporation.	Any mortgage or pledge of a corporation's property and assets may be authorized without the vote or consent of shareholders, except to the extent that the certificate of incorporation otherwise<br> provides
Directors
The board of directors must consist of at least one member.	The board of directors must consist of at least one member.
The number of board members may be changed by an amendment to the by-laws, by the shareholders, or by action of the board under the specific provisions of a by-law.	The number of board members shall be fixed by, or in a manner provided by, the by-laws, unless the certificate of incorporation fixes the number of directors, in which case a change in the<br> number shall be made only by an amendment to the certificate of incorporation.
If the board is authorized to change the number of directors, it can only do so by a majority of the entire board and so long as no decrease in the number shall shorten the term of any incumbent<br> director.	If the number of directors is fixed by the certificate of incorporation, a change in the number shall be made only by an amendment of the certificate.

Removal:	Removal:
Any or all of the directors may be removed for cause by vote of the shareholders.	Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote unless the certificate of incorporation otherwise provides.
If the articles of incorporation or the by-laws so provide, any or all of the directors may be removed without cause by vote of the shareholders..	In the case of a classified board, shareholders may effect removal of any or all directors only for cause.
Dissenter’s Rights of Appraisal
Marshall Islands	Delaware
Shareholders have a right to dissent from any plan of merger, consolidation or sale of all or substantially all assets not made in the usual course of business, and receive payment of the fair<br> value of their shares. However, the right of a dissenting shareholder under the BCA to receive payment of the appraised fair value of his shares shall not be available for the shares of any class or series of stock, which shares or depository<br> receipts in respect thereof, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a<br> securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. The right of a dissenting shareholder to receive payment of the fair value of his or her shares shall not be<br> available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the shareholders of the surviving corporation.	Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a<br> merger or consolidation of corporations listed on a national securities exchange in which listed stock is offered for consideration is (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders.
A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such<br> shares if the amendment:
• alters or abolishes any preferential right of any outstanding shares having preference; or<br><br> <br><br><br> <br>• creates, alters or abolishes any provision or right in respect to the redemption of any outstanding shares; or<br><br> <br><br><br> <br>• alters or abolishes any preemptive right of such holder to acquire shares or other securities; or<br><br> <br><br><br> <br>• excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then<br> being authorized of any existing or new class.

Shareholders’ Derivative Actions
An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or<br> certificates. It shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein<br> devolved upon him by operation of law.
A complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board or the reasons for not making such effort.<br> Such action shall not be discontinued, compromised or settled, without the approval of the High Court of the Republic of the Marshall Islands
Reasonable expenses including attorneys’ fees may be awarded if the action is successful.
A corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of outstanding shares or holds voting<br> trust certificates or a beneficial interest in shares representing less than 5% of any class of such shares and the shares, voting trust certificates or beneficial interest of such plaintiff has a fair value of 50,000 or less.

All values are in US Dollars.

Exhibit 4.1

SHAREHOLDERS’ RIGHTS AGREEMENT

Between

RUBICO INC.

and

BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC

as Rights Agent

Dated as of August 1, 2025

This Shareholders’ Rights Agreement (this “Rights Agreement”) is made and entered into as of August 1, 2025, by and between Rubico Inc., a Marshall Islands corporation (the “Company”), and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent (the “Rights Agent”).

WHEREAS, the Board of Directors of the Company (the “Board”) has (a) authorized and declared a dividend of one right (the “Right”) for each of the Company’s Common Shares, par value $0.01 per share (the “Common Shares”) held of record as of the Close of Business (as hereinafter defined) on August 1, 2025 (the “Record Date”) and (b) has further authorized the issuance of one Right in respect of each Common Share that shall become outstanding (i) at any time between the Record Date and the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date (as such terms are hereinafter defined) or (ii) upon the exercise or conversion, prior to the earlier of the Redemption Date or the Final Expiration Date, of any option or other security exercisable for or convertible into Common Shares, which option or other such security is outstanding on the Distribution Date; and

WHEREAS, each Right represents the right of the holder thereof to purchase one one-thousandth of a Series A Participating Preferred Stock (as such number may hereafter be adjusted pursuant to the provisions hereof), upon the terms and subject to the conditions set forth herein, having the rights, preferences and privileges set forth in the Statement of Designation of Series A Participating Preferred Stock of the Company, attached hereto as Exhibit A.

NOW THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereby agree as follows:

Certain Definitions. For purposes of this Rights Agreement, the following terms have the meanings indicated:

“Acquiring Person” shall mean any Person (as hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as hereinafter defined) of 15% or more of the Common Shares then outstanding, but shall not include (i) the Company, (ii) any Subsidiary (as hereinafter defined) of the Company or (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person holding Common Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person shall be deemed to be an Acquiring Person if such Person shall become the Beneficial Owner of 15% or more of the Common Shares then outstanding solely as a result of a grant under a Company equity incentive plan, a dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares; provided, however, that a Person who (i) becomes the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding by reason of a grant under a Company equity incentive plan, dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares and (ii) becomes the Beneficial Owner of any additional Common Shares of the Company (other than pursuant to an additional grant under a Company equity incentive plan, dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares), shall be deemed to be an Acquiring Person unless upon becoming the Beneficial Owner of such additional Common Shares of the Company such Person does not beneficially own 15% or more of the Common Shares of the Company then outstanding. Notwithstanding the foregoing, no Person shall be deemed to be an Acquiring Person as the result of an acquisition of Common Shares by the Company or any subsidiary of the Company or an employee benefit plan of the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more of the Common Shares of the Company then outstanding; provided, however, that a Person who (i) becomes the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding by reason of share purchases by the Company or any Subsidiary of the Company or an employee benefit plan of the Company and (ii) after such share purchases, becomes the Beneficial Owner of any additional Common Shares of the Company (other than pursuant to a grant under a Company equity incentive plan, a dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares), shall be deemed to be an Acquiring Person unless upon becoming the Beneficial Owner of such additional Common Shares of the Company such Person does not beneficially own 15% or more of the Common Shares of the Company then outstanding. Notwithstanding the foregoing, if the Board determines in good faith that a Person who would otherwise be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph, has become such inadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned a percentage of the Common Shares that would otherwise cause such Person to be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph, or (B) such Person was aware of the extent of the Common Shares it beneficially owned but had no actual knowledge of the consequences of such beneficial ownership under this Rights Agreement) and without any intention of changing or influencing control of the Company, and if such Person divested or divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph, then such Person shall not be deemed to be or have ever been an Acquiring Person for any purposes of this Rights Agreement, except as a result of subsequent actions by such Person that would otherwise cause such Person to be an Acquiring Person. Notwithstanding the foregoing, if a bona fide swaps dealer who would otherwise be an “Acquiring Person” has become so as a result of its actions in the ordinary course of its business that the Board determines, in its sole discretion, were taken without the intent or effect of evading or assisting any other Person to evade the purposes and intent of this Rights Agreement, or otherwise seeking to control or influence the management or policies of the Company, then, and unless and until the Board shall otherwise determine, such Person shall not be deemed to be an “Acquiring Person” for any purposes of this Rights Agreement. Notwithstanding the foregoing, if, as of the first public announcement of the declaration of the Rights dividend, any Person is the Beneficial Owner of 15% or more of the Common Shares outstanding, such Person shall not be or become an “Acquiring Person,” as defined herein, unless and until such time as such Person shall become the Beneficial Owner of additional Common Shares in an amount in excess of 0.001% of the Company’s then outstanding Common Shares (excluding shares acquired pursuant to a grant under a Company equity incentive plan, a dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares), unless upon becoming the Beneficial Owner of such additional Common Shares, such Person is not then the beneficial owner of 15% or more of the Common Shares then outstanding. Notwithstanding the foregoing, if at any time prior to such time as any Person becomes an Acquiring Person, the Company amends this Rights Agreement to lower the threshold set forth in this Section 1(a) (the “Reduced Threshold”), no Person who Beneficially Owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person; provided, however, that a Person who (i) becomes the Beneficial Owner of the Reduced Threshold and (ii) after the public announcement of the Reduced Threshold becomes the Beneficial Owner of any additional Common Shares of the Company (other than pursuant to a grant under a Company equity incentive plan, a dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares), then that Person shall be deemed to be an Acquiring Person unless upon becoming the Beneficial Owner of such additional Common Shares of the Company such Person does not beneficially own the Reduced Threshold or more of the Common Shares of the Company then outstanding. Notwithstanding the foregoing, none of the Lax Trust, Three Sororibus Trust of Cyprus, Evangelos Pistiolis, or any of their Affiliates or Associates shall be considered an Acquiring Person.

“Adjustment fraction” shall have the meaning set forth in Section 11(a)(i) hereof.

“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as hereinafter defined) as in effect on the date of this Rights Agreement.

“Associate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act as in effect on the date of this Rights Agreement, and shall include without limitation, any entity that owns a majority of the equity of another entity, or is or would be entitled to a majority of the proceeds to equity holders upon liquidation of such other entity, is deemed to be an Associate of such entity (and vice versa).

A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “Beneficially Own,” any securities:

(i) which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder (or any comparable or successor law or regulation);

(ii) which such Person or any of such Person’s Affiliates or Associates has (A) the right to acquire or direct the acquisition of (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed pursuant to this subsection (ii)(A) to be the Beneficial Owner of, or to Beneficially Own, (1) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange, or (2) securities which a Person or any of such Person’s Affiliates or Associates may be deemed to have the right to acquire pursuant to any merger or other acquisition agreement between the Company and such Person (or one or more of its Affiliates or Associates) if such agreement has been approved by the Board prior to there being an Acquiring Person; or (B) the right to vote pursuant to any agreement, arrangement or understanding or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, any security under this subsection (ii)(B) if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report);

(iii) which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding, whether or not in writing (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to subsection (ii)(B) above) or disposing of any securities of the Company, or cooperating in obtaining, changing or influencing the control of the Company (except to the extent contemplated by the proviso to subsection (ii)(B) above); provided, however, that in no case shall an officer or director of the Company be deemed (x) the Beneficial Owner of any securities beneficially owned by another officer or director of the Company solely by reason of actions undertaken by such persons in their capacity as officers or directors of the Company or (y) the Beneficial Owner of securities held of record by the trustee of any employee benefit plan of the Company or any Subsidiary of the Company for the benefit of any employee of the Company or any Subsidiary of the Company, other than the officer or director, by reason of any influence that such officer or director may have over the voting of the securities held in the plan; or

(iv) which are beneficially owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s Affiliates or Associates) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such Person or any of such Person’s Affiliates or Associates is a Receiving Party (as such terms are defined in the immediately following paragraph); provided, however, that the number of Common Shares that a Person is deemed to Beneficially Own pursuant to this clause (iv) in connection with a particular Derivatives Contract shall not exceed the number of Notional Common Shares with respect to such Derivatives Contract; provided, further, that the number of securities beneficially owned by each Counterparty (including its Affiliates and Associates) under a Derivatives Contract shall for purposes of this clause (iv) be deemed to include all securities that are beneficially owned, directly or indirectly, by any other Counterparty (or any of such other Counterparty’s Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of such first Counterparty’s Affiliates or Associates) is a Receiving Party, with this proviso being applied to successive Counterparties as appropriate.

A “Derivatives Contract” is a contract between two parties (the “Receiving Party” and the “Counterparty”) that is designed to produce economic benefits and risks to the Receiving Party that correspond substantially to the ownership by the Receiving Party of a number of Common Shares specified or referenced in such contract (the number corresponding to such economic benefits and risks, the “Notional Common Shares”), regardless of whether obligations under such contract are required or permitted to be settled through the delivery of cash, Common Shares or other property, without regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate federal governmental authority shall not be deemed to be Derivatives Contracts.

Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase “then outstanding,” when used with reference to a Person’s Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which are issuable by the Company and which such Person would be deemed to Beneficially Own hereunder.

“Book Entry Shares” shall have the meaning set forth in Section 3.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which the New York Stock Exchange or banking institutions in New York are authorized or obligated by law or executive order to close.

“Close of Business” on any given date shall mean 5:00 P.M., New York time, on such date; provided, however, that if such date is not a Business Day it shall mean 5:00 P.M., New York time, on the next succeeding Business Day.

“Common Shares” shall have the meaning set forth in the preamble. Common Shares when used with reference to any Person other than the Company shall mean the share capital (or equity interest) with the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person.

“Common Share Equivalents” shall have the meaning set forth in Section 11(a)(iii) hereof.

“Company” shall have the meaning set forth in the preamble, subject to the terms of Section 13(a)(iii)(c) hereof.

“Current Per Share Market Price” of any security (a “Security” for purposes of this definition), for all computations other than those made pursuant to Section 11(a)(iii) hereof, shall mean the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days immediately prior to but not including such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the Current Per Share Market Price of any Security on any date shall be deemed to be the average of the daily closing prices per share of such Security for the ten (10) consecutive Trading Days immediately prior to but not including such date; provided, however, that in the event that the Current Per Share Market Price of the Security is determined during a period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (ii) any subdivision, combination or reclassification of such Security, and prior to the expiration of the applicable thirty (30) Trading Day or ten (10) Trading Day period, after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Current Per Share Market Price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq Stock Market or, if the Security is not listed or admitted to trading on the Nasdaq Stock Market, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last sale price or, if such last sale price is not reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board. If on any such date no market maker is making a market in the Security, the fair value of such shares on such date as determined in good faith by the Board shall be used. If the Preferred Shares are not publicly traded, the Current Per Share Market Price of the Preferred Shares shall be conclusively deemed to be the Current Per Share Market Price of the Common Shares as determined pursuant to this definition, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof, multiplied by 1,000. If the Security is not publicly held or so listed or traded, Current Per Share Market Price shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

“Current Value” shall have the meaning set forth in Section 11(a)(iii) hereof.

“Distribution Date” shall mean the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, assuming the successful consummation thereof, such Person would be an Acquiring Person.

“Equivalent Shares” shall mean Preferred Shares and any other class or series of share capital of the Company which is entitled to the same rights, privileges and preferences as the Preferred Shares.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” shall have the meaning set forth in Section 24(a) hereof.

“Exercise Price” shall have the meaning set forth in Section 4(a) hereof.

“Expiration Date” shall mean the earliest to occur of: (i) the Close of Business on the Final Expiration Date, (ii) the Redemption Date, or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof.

“Final Expiration Date” shall mean the Close of Business on August 1, 2035.

“Nasdaq” shall mean the Nasdaq Stock Market LLC.

“Person” shall mean any individual, partnership, firm, corporation, limited liability company, association, trust, limited liability partnership, joint venture, unincorporated organization or other entity, and shall include any successor (by merger or otherwise) of such entity, as well as any group under Rule 13d-5(b)(1) of the Exchange Act.

“Post-Event Transferee” shall have the meaning set forth in Section 7(e) hereof.

“Preferred Shares” shall mean Series A Participating Preferred Stock, $0.01 par value, of the Company having the rights and preferences set forth in the Form of Statement of Designation, Preferences and Rights included as Exhibit A to this Rights Agreement.

“Pre-Event Transferee” shall have the meaning set forth in Section 7(e) hereof.

“Principal Party” shall have the meaning set forth in Section 13(b) hereof.

“Record Date” shall have the meaning set forth in the recitals at the beginning of this Rights Agreement.

“Redemption Date” shall have the meaning set forth in Section 23(a) hereof.

“Redemption Price” shall have the meaning set forth in Section 23(a) hereof.

“Rights Agent” shall mean Broadridge Corporate Issuer Solutions, LLC, or its successor or replacement as provided in Sections 19 and 21 hereof.

“Rights Certificate” shall mean a certificate substantially in the form attached hereto as Exhibit B.

“Section 11(a)(ii) Trigger Date” shall have the meaning set forth in Section 11(a)(iii) hereof.

“Section 13 Event” shall mean any event described in clause (i), (ii) or (iii) of Section 13(a) hereof.

“SEC” shall mean the U.S. Securities and Exchange Commission or any successor thereto.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Shares Acquisition Date” shall mean the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

“Spread” shall have the meaning set forth in Section 11(a)(iii) hereof.

“Subsidiary” of any Person shall mean any corporation or other entity of which an amount of voting securities sufficient to elect a majority of the directors or Persons having similar authority of such corporation or other entity is beneficially owned, directly or indirectly, by such Person, or any corporation or other entity otherwise controlled by such Person.

“Substitution Period” shall have the meaning set forth in Section 11(a)(iii) hereof.

“Summary of Rights” shall mean a summary of this Rights Agreement substantially in the form attached hereto as Exhibit C.

“Total Exercise Price” shall have the meaning set forth in Section 4(a) hereof.

“Trading Day” shall mean a day on which the principal national securities exchange on which a referenced security is listed or admitted to trading is open for the transaction of business or, if a referenced security is not listed or admitted to trading on any national securities exchange, a Business Day.

A “Triggering Event” shall be deemed to have occurred upon any Person, becoming an Acquiring Person.

Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as rights agent for the Company in accordance with the express terms and conditions hereof (and no implied terms or conditions), and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agent as it may deem necessary or desirable, upon ten (10) calendar days’ prior written notice to the Rights Agent; provided, that such Person meets the eligibility requirements under Section 21 hereof. In the event the Company appoints one or more co-Rights Agents, the respective duties of the Rights Agent and any co-Rights Agents under the provisions of this Rights Agreement shall be as the Company shall reasonably determine and the Company shall notify in writing, the Rights Agent and any co-Rights Agent of such duties. The Rights Agent shall have no duty to supervise, and in no event shall be liable for, the acts or omissions of any such co-Rights Agent appointed by the Company.

Issuance of Rights Certificates.

(a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for Common Shares registered in the names of the holders thereof or, in the case of uncertificated Common Shares registered in book-entry form (“Book Entry Shares”), by notation in book entry accounts reflecting the ownership of such Common Shares in the account system of the transfer agent for the Company’s Common Shares (which certificates and Book Entry Shares, as applicable, shall also be deemed to be Rights Certificates) and not by separate Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the earlier of the Distribution Date or the Expiration Date, the transfer of Common Shares shall also constitute the transfer of the Rights associated with such Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersign (in manual or facsimile form, or by other customary means of electronic signature), and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information and documents, in the discretion of the Rights Agent, at the expense of the Company, send or cause to be sent) by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, or the transfer agent or registrar for the Common Shares, a Rights Certificate, in substantially the form of Exhibit B hereto, evidencing one Right for each Common Share so held, subject to adjustment as provided herein, other than to any Acquiring Person or Associates or Affiliates thereof, pursuant to Section 11(a)(ii) of this Rights Agreement. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof.

The Company shall promptly notify the Rights Agent in writing of the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

(b) With respect to certificates for Common Shares and Book Entry Shares, as applicable, outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates or Book Entry Shares, registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the transfer of any Common Shares outstanding as of the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with such Common Shares.

(c) Unless the Board by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates and Book Entry Shares representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form:

THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDERS RIGHTS AGREEMENT BETWEEN RUBICO INC. AND BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC(OR ANY SUCCESSOR RIGHTS AGENT), AS THE RIGHTS AGENT, DATED AS OF AUGUST 1, 2025, AS MAY BE SUPPLEMENTED OR AMENDED FROM TIME TO TIME (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF RUBICO INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. RUBICO INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.

With respect to such certificates or Book Entry Shares, as applicable, containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Shares represented by such certificates or Book Entry Shares, as applicable, shall be evidenced by such certificates or Book Entry Shares, as applicable, alone, and the transfer of any such certificate or Book Entry Shares, as applicable, (with or without a copy of the Summary of Rights) shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.

(d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

(e) Notwithstanding the provisions of this section, neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of Rights.

Form of Rights Certificates.

(a) The Rights Certificates (and the forms of election to purchase Series A Participating Preferred Stock and of assignment to be printed on the reverse thereof) shall be substantially in the form of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or a national market system, on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Shares) and on their face shall entitle the holders thereof to purchase such number of one one-thousandth of a Preferred Share as shall be set forth therein at the price set forth therein (such exercise price per one one-thousandth of a Preferred Share being hereinafter referred to as the “Exercise

      Price” and the aggregate Exercise Price of all Preferred Shares issuable upon exercise of one Right being hereinafter referred to as the “Total Exercise Price”\), but the number and type of securities purchasable upon the exercise of
    each Right and the Exercise Price shall be subject to adjustment as provided herein.

(b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Company’s Board has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent the Rights Agent has received written notice thereof and to the extent feasible) a legend in substantially the following form:

THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT

The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or any Affiliate or Associate thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that no Person has become an Acquiring Person or an Affiliate or Associate of an Acquiring Person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended.

Countersignature and Registration.

(a) The Rights Certificates shall be duly executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, either manually or by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile or electronic signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Rights Certificates shall be, either manually or by electronic signature, countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

(b) Following the Distribution Date, receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

(a) Subject to the provisions of Sections 7(e), 14 and 24 hereof, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on the Expiration Date, any Rights Certificate or Rights Certificates may be transferred, split up, combined or exchanged for another Rights Certificate or Rights Certificates, entitling the registered holder to purchase a like number of one one-thousandth of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as the Rights Certificate or Rights Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate or Rights Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Rights Certificate or Rights Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such purpose, accompanied by a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (a “Signature Guarantee”) and such other and further documentation as the Company or the Rights Agent may reasonably request. The Rights Certificates are transferable only on the registry books of the Rights Agent. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate or Rights Certificates until the registered holder shall have (i) properly completed and duly signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate, (ii) have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof and of the Rights evidenced thereby and the Affiliates and Associates of such Beneficial Owner (or former Beneficial Owner) as the Company or the Rights Agent shall request and (iii) paid a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of any Right Certificate or Right Certificates. Thereupon the Rights Agent shall, subject to Sections 7(e), 14 and 24 hereof, countersign and deliver to the person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates as required by Section 9(e) hereof. If and to the extent the Company does require payment of any such taxes or charges, the Company shall give the Rights Agent prompt written notice thereof and the Rights Agent shall not deliver any Rights Certificate unless and until the Rights Agent is satisfied that such payments have been made, and the Rights Agent shall forward any such sum collected by it to the Company or to such Persons as the Company shall specify by written notice. The Rights Agent shall have no duty or obligation to take any action with respect to a Rights holder under any Section of this Rights Agreement which requires the payment by such Rights holder of applicable taxes and/or charges unless and until the Rights Agent is satisfied that such taxes and/or charges have been paid.

(b) Upon receipt by the Company and the Rights Agent of evidence satisfactory to them of the loss, theft, destruction or mutilation of a Rights Certificate, along with a Signature Guarantee and such other and further documentation as the Company or the Rights Agent may reasonably request, and, in case of loss, theft or destruction, of indemnity or security satisfactory to them, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and, in the case of mutilation, upon surrender to the Rights Agent and cancellation of the Rights Certificate if mutilated, the Company will execute and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered holder in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated. For the avoidance of doubt, the Rights agent may require the owner of any lost, stolen or destroyed Rights Certificate, or their legal representative, to provide to the Rights Agent a bond sufficient to indemnify the Rights Agent against any claim that may be made against it on account of the alleged loss, theft or destruction of any such Rights Certificate or the issuance of any such new Rights Certificate.

Exercise of Rights; Exercise Price; Expiration Date of Rights.

(a) Subject to Sections 7(e), 23(b) and 24(b) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date and prior to the Close of Business on the Expiration Date by surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets as the case may be) as to which the Rights are exercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, with such payment made via wire transfer, ACH payment or check payable to the order of the Rights Agent. Following receipt of any such payment, the Rights Agent shall remit to the Company all funds so received as promptly as reasonably practicable or at such time as may otherwise be agreed by the Rights Agent and the Company in writing.

(b) The Exercise Price for each one one-thousandth of a Preferred Share issuable pursuant to the exercise of a Right shall initially be forty U.S. Dollars ($40.00), shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.

(c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate properly completed and duly executed accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, accompanied by payment of the Exercise Price for the number of one one-thousandth of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets as the case may be) to be purchased and an amount equal to any applicable tax or charge required to be paid by the holder of such Rights Certificate in accordance with Section 9(e) hereof, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for the Preferred Shares) a certificate or certificates for the number of one one-thousandth of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets as the case may be) to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the total number of one one-thousandth of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets as the case may be) issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandth of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets as the case may be) as are to be purchased (in which case certificates for the Preferred Shares (or, following a Triggering Event, other securities, cash or other assets as the case may be) represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when necessary to comply with this Rights Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder and (iv) when necessary to comply with this Rights Agreement, after receipt thereof, deliver such cash to or upon the order of the registered holder of such Rights Certificate. The payment of the Exercise Price (as such amount may be reduced (including to zero) pursuant to Section 11(a)(iii) hereof) and an amount equal to any applicable tax or charge required to be paid by the holder of such Rights Certificate in accordance with Section 9(e) hereof, may be made via wire transfer, ACH payment or check payable to the order of the Rights Agent. Following receipt of any such payment, the Rights Agent shall remit to the Company all funds so received as promptly as reasonably practicable or at such time as may otherwise be agreed by the Rights Agent and the Company in writing. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares, pay cash and/or distribute other property pursuant to Section 11(a) or Section 14 hereof, the Company will promptly make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when necessary to comply with this Rights Agreement Agreement and until so received, the Rights Agent shall have no duties or obligations with respect to such securities, cash and/or other assets. Company acknowledges and agrees that Rights Agent’s ability to pay cash to holders of Rights Certificates in a timely manner is contingent upon the timely receipt by Rights Agent of cash in an aggregate amount sufficient to pay such amounts, which cash must be received by Rights Agent no later than twenty-four (24) hours prior to the date of expected payment (the “Expected Payment Date”). Rights Agent shall be excused from any failure to provide or cause to be provided timely payments to the extent Company fails to provide such cash to Rights Agent at least twenty-four (24) hours prior to the Expected Payment Date. Cash payments received from the Company less than twenty-four (24) hours prior to the Expected Payment Date may incur additional rush processing fees. With respect to cash deposited by Company with the bank or financial institution designated by Rights Agent, Rights Agent agrees to cause such bank or financial institution to establish and maintain a separate demand deposit account, therefor in the name of the Rights Agent for the benefit of the Company. Rights Agent will only draw upon cash in such account(s) as required from time to time in order to make payments as required under this Agreement and any applicable tax withholding payments. Rights Agent shall have no responsibility or liability for any diminution of funds that may result from any deposit made by Rights Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party, in the absence of fraud, bad faith or willful misconduct by or on behalf of Rights Agent. Rights Agent is acting as an agent hereunder and is not a debtor of Company in respect of cash deposited hereunder.

(d) In case the registered holder of any Rights Certificate shall properly exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights Certificate or to his or her duly authorized assigns, subject to the provisions of Section 14 hereof.

(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Triggering Event, any Rights Beneficially Owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such (a “Post-Event Transferee”), (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e) (a “Pre-Event Transferee”) or (iv) any subsequent transferee receiving transferred Rights from a Post-Event Transferee or a Pre-Event Transferee, either directly or through one or more intermediate transferees, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Rights Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Rights Certificates or to any other Person as a result of the Company’s failure to make any determinations with respect to an Acquiring Person or any of such Acquiring Person’s Affiliates, Associates or transferees hereunder.

(f) Notwithstanding anything in this Rights Agreement or any Rights Certificate to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action required hereunder with respect to a registered holder upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall, in addition to having complied with the requirements of Section 7(a), have (i) properly completed and duly signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof and of the Rights evidenced thereby or Affiliates and Associates of such Beneficial Owner (or former Beneficial Owner) as the Company or the Rights Agent shall reasonably request.

Cancellation and Destruction of Rights Certificates. All Rights Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Rights Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Rights Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any Rights Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. Subject to applicable law and regulation, the Rights Agent shall destroy or cause to be destroyed such canceled Right Certificates, and upon request, shall deliver a certificate of destruction thereof to the Company confirming that such certificates will be destroyed in accordance with the Rights Agent’s document retention and destruction policies.
Reservation and Availability of Preferred Shares.

(a) The Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of its authorized and unissued Preferred Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued Common Shares and/or other securities), the number of Preferred Shares (and, following the occurrence of the Triggering Event, Common Shares and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights.

(b) If the Company shall hereafter list any of its Preferred Shares on a national securities exchange, then so long as the Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

(c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the date of expiration of the Rights. The Company may temporarily suspend, for a period not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement and notify the Rights Agent in writing that the exercisability of the Rights has been temporarily suspended, as well as issue a public announcement and notification in writing to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction, unless the requisite qualification in such jurisdiction shall have been obtained, or an exemption therefrom shall be available, and until a registration statement has been declared effective.

(d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and non-assessable shares.

(e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes or charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or of any Preferred Shares (or other securities of the Company) upon the exercise of Rights. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or other securities of the Company) in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares (or other securities of the Company) upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s or the Rights Agent’s satisfaction that no such tax or charge is due.

Record Date. Each Person in whose name any certificate for a number of one one-thousandth of a Preferred Share (or other securities of the Company) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of Preferred Shares (or other securities of the Company) represented thereon, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Total Exercise Price with respect to which the Rights have been exercised (and any applicable taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a holder of Preferred Shares (or other securities of the Company) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Adjustment of Exercise Price, Number of Shares or Number of Rights. The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

(a) (i) Notwithstanding anything in this Rights Agreement to the contrary, in the event the Company shall at any time after the date of this Rights Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares (by reverse stock split or otherwise) into a smaller number of Preferred Shares, or (D) issue any shares in a reclassification of the Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving company), then, in each such event, except as otherwise provided in Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such time by a fraction (the “Adjustment Fraction”), the numerator of which shall be the total number of Preferred Shares (or shares issued in such reclassification of the Preferred Shares) outstanding immediately following such time and the denominator of which shall be the total number of Preferred Shares outstanding immediately prior to such time; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of the Company issuable upon exercise of such Right; and (2) the number of one one-thousandth of a Preferred Share (or other share) issuable upon the exercise of each Right shall equal the number of one one-thousandth of a Preferred Share (or other share) as was issuable upon exercise of a Right immediately prior to the occurrence of the event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; provided, however, that, no such adjustment shall be made pursuant to this Section 11(a)(i) to the extent that there shall have simultaneously occurred an event described in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made thereunder. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with it the number of Rights, exercisable at the Exercise Price and for the number of one one-thousandth of a Preferred Share (or other share) as one Common Share has associated with it immediately following the adjustment made pursuant to this Section 11(a)(i).

(ii) Subject to Section 24 of this Rights Agreement, in the event a Triggering Event shall have occurred, then promptly following such Triggering Event each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive for each Right, upon exercise thereof in accordance with the terms of this Rights Agreement and payment of the Exercise Price in effect immediately prior to the occurrence of the Triggering Event, in lieu of a number of one one-thousandth of a Preferred Share, such number of Common Shares of the Company as shall equal the result obtained by multiplying the Exercise Price in effect immediately prior to the occurrence of the Triggering Event by the number of one one-thousandth of a Preferred Share for which a Right was exercisable (or would have been exercisable if the Distribution Date had occurred) immediately prior to the first occurrence of a Triggering Event, and dividing that product by 50% of the Current Per Share Market Price for Common Shares on the date of occurrence of the Triggering Event; provided, however, that the Exercise Price and the number of Common Shares of the Company so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof to reflect any events occurring in respect of the Common Shares of the Company after the occurrence of the Triggering Event. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights.

From and after the occurrence of such event, any Rights that are or were acquired or Beneficially Owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be null and void without any further action and any holder of such Rights shall thereafter have no right whatsoever with respect to such Rights, under any provision of this Rights Agreement or otherwise. Neither the Company nor the Rights Agent shall have liability to any holder of Rights Certificates or other Person as a result of the Company’s failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. No Rights Certificate shall be issued pursuant to Section 3 that represents Rights Beneficially Owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or any Associate or Affiliate or nominee thereof; no Rights Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and any Rights Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate shall be cancelled. The Company shall give the Rights Agent written notice of the identity of any such Acquiring Person, Associate or Affiliate, or the nominee of any of the foregoing, and the Rights Agent may rely on such notice in carrying out its duties under this Rights Agreement and shall be deemed not to have any knowledge of the identity of any such Acquiring Person, Associate or Affiliate, or the nominee of any of the foregoing unless and until it shall have received such notice.

(iii) In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the Company may, if the Board determines that such action is necessary or appropriate and not contrary to the interest of holders of Rights and, in the event that the number of Common Shares which are authorized by the Company’s Articles of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights, the Company shall: (A) determine the excess of (1) the value of the Common Shares issuable upon the exercise of a Right (the “Current Value”) over (2) the Exercise Price (such excess, the “Spread”) and (B) with respect to each Right, make adequate provision to substitute for such Common Shares, upon exercise of the Rights, (1) cash, (2) a reduction in the Exercise Price, (3) other equity securities of the Company (including, without limitation, shares or any series of preferred shares which the Board has deemed to have the same value as Common Shares (such shares or Preferred Shares are herein called “Common Share Equivalents”)),

      except to the extent that the Company has not obtained any necessary shareholder approval for such issuance, \(4\) debt securities of the Company, except to the extent that the Company has not obtained any necessary shareholder approval for such
      issuance, \(5\) other assets or \(6\) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment
      banking firm selected by the Board; provided, however, if the Company shall not have made
      adequate provision to deliver value pursuant to clause \(B\) above within thirty \(30\) days following the later of \(x\) the first occurrence of a Triggering Event and \(y\) the date on which the Company’s right of redemption pursuant to Section 23\(a\)
      expires \(the later of \(x\) and \(y\) being referred to herein as the “Section 11\(a\)\(ii\) Trigger Date”\), then the Company shall be obligated to deliver, upon the surrender
      for exercise of a Right and without requiring payment of the Exercise Price, Common Shares \(to the extent available\), except to the extent that the Company has not obtained any necessary shareholder approval for such issuance, and then, if
      necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of
      the Rights, the thirty \(30\) day period set forth above may be extended to the extent necessary, but not more than ninety \(90\) days after the Section 11\(a\)\(ii\) Trigger Date, in order that the Company may seek shareholder approval for the
      authorization of such additional shares \(such period, as it may be extended, the “Substitution Period”\). To the extent that the Company determines that some action need
      be taken pursuant to the first and/or second sentences of this Section 11\(a\)\(iii\), the Company \(x\) shall provide, subject to Section 7\(e\) hereof, that such action shall apply uniformly to all outstanding Rights and \(y\) may suspend the
      exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine
      the value thereof. In the event of any such suspension, the Company shall issue a public announcement \(and provide prompt written notice to the Rights Agent\) stating that the exercisability of the Rights has been temporarily suspended, as well as
      a public announcement \(and provide prompt written notice to the Rights Agent\) at such time as the suspension is no longer in effect. For purposes of this Section 11\(a\)\(iii\), the value of the Common Shares shall be the Current Per Share Market
      Price of the Common Shares on the Section 11\(a\)\(ii\) Trigger Date and the value of any Common Share Equivalent shall be deemed to have the same value as the Common Shares on such date.

(b) In case the Company shall, at any time after the date of this Rights Agreement, fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling such holders (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Shares or Equivalent Shares or securities convertible into Preferred Shares or Equivalent Shares at a price per share (or having a conversion price per share, if a security convertible into Preferred Shares or Equivalent Shares) less than the then Current Per Share Market Price of the Preferred Shares or Equivalent Shares on such record date, then, in each such case, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Preferred Shares and Equivalent Shares (if any) outstanding on such record date, plus the number of Preferred Shares or Equivalent Shares, as the case may be, which the aggregate offering price of the total number of Preferred Shares or Equivalent Shares, as the case may be, to be offered or issued (and/or the aggregate initial conversion price of the convertible securities to be offered or issued) would purchase at such current market price, and the denominator of which shall be the number of Preferred Shares and Equivalent Shares (if any) outstanding on such record date, plus the number of additional Preferred Shares or Equivalent Shares, as the case may be, to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Shares and Equivalent Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed.

(c) In case the Company shall, at any time after the date of this Rights Agreement, fix a record date for the making of a distribution to all holders of the Preferred Shares or of any class or series of Equivalent Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving company) of evidences of indebtedness or assets (other than a regular quarterly cash dividend, if any, or a dividend payable in Preferred Shares) or subscription rights, options or warrants (excluding those referred to in Section 11(b)), then, in each such case, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Per Share Market Price of a Preferred Share or an Equivalent Share on such record date, less the fair market value per Preferred Share or Equivalent Share (as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive for all purposes on the Rights Agent and the holders of the Rights) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a Preferred Share or Equivalent Share, as the case may be, and the denominator of which shall be such Current Per Share Market Price of a Preferred Share or Equivalent Share on such record date; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Exercise Price shall be adjusted to be the Exercise Price which would have been in effect if such record date had not been fixed.

(d) Notwithstanding anything to the contrary, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price; provided, however, that any adjustments which by reason of this Section 11(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a Common Share or other share or one hundred-thousandth of a Preferred Share, as the case may be. Notwithstanding the first sentence of this Section 11(d), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction which requires such adjustment or (ii) the Expiration Date.

(e) If as a result of an adjustment made pursuant to Section 11(a) or 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Preferred Shares, thereafter the number of such other shares so receivable upon exercise of any Right and, if required, the Exercise Price thereof, shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Shares contained in Sections 11(a), 11(b), 11(c), 11(d), 11(g), 11(h), 11(i), 11(j), 11(k) and 11(l), and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the Preferred Shares shall apply on like terms to any such other shares.

(f) All Rights originally issued by the Company subsequent to any adjustment made to the Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of one one-thousandth of a Preferred Share purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

(g) Unless the Company shall have exercised its election as provided in Section 11(h), upon each adjustment of the Exercise Price as a result of the calculations made in Section 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of Preferred Shares (calculated to the nearest one hundred-thousandth of a share) obtained by (i) multiplying (x) the number of Preferred Shares covered by a Right immediately prior to this adjustment, by (y) the Exercise Price in effect immediately prior to such adjustment of the Exercise Price, and (ii) dividing the product so obtained by the Exercise Price in effect immediately after such adjustment of the Exercise Price.

(h) The Company may elect on or after the date of any adjustment of the Exercise Price as a result of the calculations made in Section 11(b) or (c) to adjust the number of Rights, in substitution for any adjustment in the number of Preferred Shares purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of one one-thousandth of a Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one hundred-thousandth) obtained by dividing the Exercise Price in effect immediately prior to adjustment of the Exercise Price by the Exercise Price in effect immediately after adjustment of the Exercise Price. The Company shall make a public announcement (with prompt written notice thereof to the Rights Agent) of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Exercise Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(h), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates so to be distributed shall be issued, executed and delivered by the Company, and countersigned and delivered by the Rights Agent, in the manner provided for herein (and may bear, at the option of the Company, the adjusted Exercise Price) and shall be registered in the names of the holders of record of Rights Certificates on the record date specified in the public announcement.

(i) Irrespective of any adjustment or change in the Exercise Price or the number of Preferred Shares issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Exercise Price per one one-thousandth of a Preferred Share and the number of one one-thousandth of a Preferred Share which were expressed in the initial Rights Certificates issued hereunder.

(j) Before taking any action that would cause an adjustment reducing the Exercise Price below the par or stated value, if any, of the number of one one-thousandth of a Preferred Share issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares such number of one one-thousandth of a Preferred Share at such adjusted Exercise Price.

(k) In any case in which this Section 11 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date of the number of one one-thousandth of a Preferred Share and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-thousandth of a Preferred Share and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares (fractional or otherwise) upon the occurrence of the event requiring such adjustment.

(l) Notwithstanding anything in this Section 11 to the contrary, prior to the Distribution Date, the Company shall be entitled to make such reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Shares or Common Shares, (ii) issuance wholly for cash of any Preferred Shares or Common Shares at less than the current market price, (iii) issuance wholly for cash of Preferred Shares or Common Shares or securities which by their terms are convertible into or exchangeable for Preferred or Common Shares, (iv) share dividends or (v) issuance of rights, options or warrants referred to in this Section 11, hereafter made by the Company to holders of its Preferred Shares or Common Shares shall not be taxable to such shareholders.

(m) The Company covenants and agrees that, after the Distribution Date, it will not, except as permitted by Sections 23, 24 or 27 hereof, take (or permit to be taken) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

(n) In the event the Company shall at any time after the date of this Rights Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares (by consolidation or otherwise) into a smaller number of Common Shares, or (D) issue any shares in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving company), then, in each such event, except as otherwise provided in Section 11(a) and Section 7(e) hereof: (1) each Common Share (or shares issued in such reclassification of the Common Shares) outstanding immediately following such time shall have associated with it the number of Rights as were associated with one Common Share immediately prior to the occurrence of the event described in clauses (A)-(D) above; (2) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by multiplying the Exercise Price in effect immediately prior to such time by a fraction, the numerator of which shall be the total number of Common Shares outstanding immediately prior to the event described in clauses (A)-(D) above, and the denominator of which shall be the total number of Common Shares outstanding immediately after such event; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of the Company issuable upon exercise of such Right; and (3) the number of one one-thousandth of a Preferred Share (or shares of such other capital stock) issuable upon the exercise of each Right outstanding after such event shall equal the number of one one-thousandth of a Preferred Share (or other share) as were issuable with respect to one Right immediately prior to such event. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(n) shall have associated with it the number of Rights, exercisable at the Exercise Price and for the number of one one-thousandth of a Preferred Share (or other share) as one Common Share has associated with it immediately following the adjustment made pursuant to this Section 11(n). If an event occurs which would require an adjustment under both this Section 11(n) and Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(n) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including, without limitation, an event which causes Rights to become null and void) occurs as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment or describing such event, and a brief reasonably detailed statement of the facts to the extent applicable, accounting for any such adjustment or event, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares and Common Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, each registered holder of Common Shares, whether represented by certificates or Book Entry Shares) in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have no duty or liability with respect thereto, and shall not be deemed to have knowledge of any adjustment or any such event unless and until it shall have received such certificate.
Consolidation, Merger or Sale or Transfer of Assets or Earning Power.

(a) In the event that, following a Shares Acquisition Date, directly or indirectly:

(i) the Company shall consolidate or merge with or into, any other Person (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the jurisdiction of incorporation of the Company and which complies with Section 11(m) hereof);

(ii) any Person shall consolidate or merge with or into the Company and the Company shall be the continuing or surviving company of such consolidation or merger, and, in connection with such consolidation or merger, all or some of the Common Shares shall be changed into or exchanged for shares or other securities of any other person (or the Company); or

(iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof),

then, concurrent with and in each such case:

(A)	each holder of a Right (except as provided in Section 7(e) hereof) shall thereafter have the right to receive, upon the exercise thereof, at a price equal to the Total Exercise Price<br> applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Rights Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable Common Shares of<br> the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by 50% of the Current Per Share<br> Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise<br> of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof;
(B)	such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement;
---	---
(C)	the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal<br> Party following the first occurrence of a Section 13 Event;
---	---
(D)	such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such<br> transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights; and
---	---
(E)	upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall<br> thereupon be entitled to receive, upon exercise of a Right and payment of the Total Exercise Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to<br> receive had such holder, at the time of such transaction, owned the Common Shares of the Principal Party receivable upon the exercise of such Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including,<br> but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.
---	---
(F)	For purposes hereof, the “earning power” of the Company and its Subsidiaries shall be determined in good faith by the Board on the basis of the operating earnings of each business<br> operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business not operated by the Company or any Subsidiary during three full fiscal years preceding such<br> date, during the period such business was operated by the Company or any Subsidiary).
---	---

(b) For purposes of this Rights Agreement, the term “Principal Party” shall mean:

(i) in the case of any transaction described in clause (i) or (ii) of Section 13(a) hereof: (A) the Person that is the issuer of the securities into which the Common Shares are converted in such merger or consolidation, or, if there is more than one such issuer, the issuer the Common Shares of which have the greatest aggregate market value of shares outstanding, or (B) if no securities are so issued, (x) the Person that is the other party to the merger, if such Person survives said merger, or, if there is more than one such Person, the Person the Common Shares of which have the greatest aggregate market value of shares outstanding or (y) if the Person that is the other party to the merger does not survive the merger, the Person that does survive the merger (including the Company if it survives) or (z) the Person resulting from the consolidation; and

(ii) in the case of any transaction described in clause (iii) of Section 13(a) hereof, the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions, or, if more than one Person that is a party to such transaction or transactions receives the same portion of the assets or earning power so transferred and each such portion would, were it not for the other equal portions, constitute the greatest portion of the assets or earning power so transferred, or if the Person receiving the greatest portion of the assets or earning power cannot be determined, whichever of such Persons is the issuer of Common Shares having the greatest aggregate market value of shares outstanding; provided, however, that in any such case described in the foregoing clause (b)(i) or (b)(ii), if the Common Shares of such Person are not at such time or have not been continuously over the preceding 12-month period registered under Section 12 of the Exchange Act, then (1) if such Person is a direct or indirect Subsidiary of another Person the Common Shares of which are and have been so registered, the term “Principal Party” shall refer to such other Person, or (2) if such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Shares of which are and have been so registered, the term “Principal Party” shall refer to whichever of such Persons is the issuer of Common Shares having the greatest aggregate market value of shares outstanding, or (3) if such Person is owned, directly or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or indirectly by the same Person, the rules set forth in clauses (1) and (2) above shall apply to each of the owners having an interest in the venture as if the Person owned by the joint venture was a Subsidiary of both or all of such joint venturers, and the Principal Party in each such case shall bear the obligations set forth in this Section 13 in the same ratio as its interest in such Person bears to the total of such interests.

(c) The Company shall not consummate any Section 13 Event unless the Principal Party shall have a sufficient number of authorized Common Shares that have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement confirming that such Principal Party shall, upon consummation of such Section 13 Event, assume this Rights Agreement in accordance with Sections 13(a) and 13(b) hereof, that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares of such Principal Party upon exercise of outstanding Rights have been waived, that there are no rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights and that such transaction shall not result in a default by such Principal Party under this Rights Agreement, and further providing that, as soon as practicable after the date of such Section 13 Event, such Principal Party will:

(i) prepare and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing and use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date, and similarly comply with applicable state securities laws;

(ii) use its best efforts to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements for quotation on Nasdaq and list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on Nasdaq; and

(iii) deliver to holders of the Rights historical financial statements for such Principal Party which comply in all respects with the requirements for registration on Form F-1 or S-1 (or any successor form) under the Exchange Act.

In the event that at any time after the occurrence of a Triggering Event some or all of the Rights shall not have been exercised at the time of a transaction described in this Section 13, the Rights which have not theretofore been exercised shall thereafter be exercisable in the manner described in Section 13(a) (without taking into account any prior adjustment required by Section 11(a)(ii)).

(d) In case the “Principal Party” for purposes of Section 13(b) hereof has provision in any of its authorized securities or in its certificate of incorporation or by-laws or other instrument governing its corporate affairs, which provision would have the effect of (i) causing such Principal Party to issue (other than to holders of Rights pursuant to Section 13 hereof), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or Equivalent Shares of such Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or Equivalent Shares of such Principal Party at less than such then Current Per Share Market Price, or (ii) providing for any special payment, tax or similar provision in connection with the issuance of the Common Shares of such Principal Party pursuant to the provisions of Section 13 hereof, then, in such event, the Company hereby agrees with each holder of Rights that it shall not consummate any such transaction unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing that the provision in question of such Principal Party shall have been canceled, waived or amended, or that the authorized securities shall be redeemed, so that the applicable provision will have no effect in connection with or as a consequence of, the consummation of the proposed transaction.

(e) The Company covenants and agrees that it shall not, at any time after the Distribution Date, effect or permit to occur any Section 13 Event, if (i) at the time or immediately after such Section 13 Event there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights, (ii) prior to, simultaneously with or immediately after such Section 13 Event, the shareholders of the Person who constitutes, or would constitute, the “Principal Party” for purposes of Section 13(b) hereof shall have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates or (iii) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

(f) The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Fractional Rights and Fractional Shares.

(a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to this Rights Agreement.

(b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be one thousand times the closing price of a Common Share (as determined pursuant to the terms hereof) for the Trading Day immediately prior to the date of such exercise.

(c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the terms hereof) for the Trading Day immediately prior to the date of such exercise.

(d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth of a Preferred Share) upon exercise of a Right.

(e) Whenever a payment for fractional Rights or fractional Shares is to be made by the Rights Agent under any Section of this Rights Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional Shares under any Section of this Rights Agreement relating to the payment of fractional Rights or fractional Shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Rights of Action. (a) All rights of action in respect of this Rights Agreement, excepting the rights of action given to the Rights Agent under any Section of this Rights Agreement, are vested in the respective registered holders of the Rights Certificates (and, prior to the Distribution Date, the registered holders of the Common Shares); and any registered holder of any Rights Certificate (or, prior to the Distribution Date, of the Common Shares), without the consent of the Rights Agent or of the holder of any other Rights Certificate (or, prior to the Distribution Date, of the Common Shares), may, in his or her own behalf and for his or her own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his or her right to exercise the Rights evidenced by such Rights Certificate in the manner provided in such Rights Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and will be entitled to specific performance of the Company’s obligations under, and injunctive relief against actual or threatened violations of, the obligations of the Company.

(a) Notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company shall use all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:

(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;

(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates properly completed and duly executed accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, as determined in the sole discretion of the Rights Agent; and

(c) subject to Sections 6(a) and 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Rights Certificate (or, prior to the Distribution Date, the associated Common Shares certificate or Book Entry Shares, as applicable) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificates or the associated Common Share certificate or Book Entry Shares, as applicable, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.

Rights Certificate Holder Not Deemed a Shareholder. No holder, as such, of any Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose to be the holder of the Preferred Shares or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Rights Certificate shall have been exercised in accordance with the provisions hereof.
The Rights Agent.

(a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with mutually agreed upon fee schedule and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent and its affiliates, and its and their respective employees, officers, directors, representatives, agents and advisors for, and to hold such Persons harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel), that may be paid, incurred or suffered by such Persons, or to which such Persons may become subject, without gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of the Rights Agent or such Persons for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company.

(b) The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted to be taken by it in connection with, its acceptance and administration of this Rights Agreement and the exercise and performance of its duties hereunder, in reliance upon any Rights Certificate or certificate (including in the case of uncertificated shares, by notation in book entry accounts reflecting ownership) for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons and shall not be obligated to verify the accuracy or completements of such instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement or other paper or document or any written instructions or statements from the Company with respect to any matter relating to its acting as Rights Agent hereunder, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive written notice thereof hereunder, but for which it has not received such written notice, and the Rights Agent shall (subject to the limitations set forth herein) be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has received such written notice .

Merger or Consolidation or Change of Name of Rights Agent.

(a) Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer or other shareholder service business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Rights Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, that such Person would be eligible for appointment as a successor Rights Agent under Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 19. In case at the time such successor Rights Agent shall succeed to the agency created by this Rights Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Rights Agreement.

(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Rights Agreement.

Rights and Duties of Rights Agent. The Rights Agent undertakes to perform only the duties and obligations expressly set forth in this Rights Agreement (and not implied duties or obligations). The Rights Agent shall perform such duties and obligations upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, or, prior to the Distribution Date, Common Shares, by their acceptance thereof, shall be bound:

(a) The Rights Agent may consult with legal counsel selected by it (who may be legal counsel for the Rights Agent or the Company), and the advice or opinion of such counsel shall be full and complete authorization and protection to the Rights Agent, and the Rights Agent will have no liability for or in respect of, any action taken, suffered, or omitted to be taken by it and in accordance with such advice or opinion.

(b) Whenever in the performance of its duties under this Rights Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of any Acquiring Person or any Affiliate or Associate of an Acquiring Person, or the determination of Current Per Share Market Price) be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be specifically prescribed herein) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be the full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Rights Agreement in reliance upon such certificate. The Rights Agent shall have no duty to act without such a certificate from an officer of the Company as set forth in the preceding sentence.

(c) The Rights Agent shall be liable to the Company and any other Person hereunder only for its own gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction).

(d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Rights Agreement or in the Rights Certificates (including in the case of uncertificated shares, by notation in book entry accounts reflecting ownership), except as to its countersignature thereof, or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only.

(e) The Rights Agent shall not have any liability for nor be under any responsibility (i) in respect of the legality or validity of this Rights Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Rights Certificate (including in the case of uncertificated shares, by notation in book entry accounts reflecting ownership), except its countersignature thereof, (ii) for any determination by the Board with respect to the Rights, (iii) for any modification or order of any court, tribunal, or governmental authority in connection with the foregoing, (iv) for any breach by the Company of any covenant or failure by the Company to satisfy any condition contained in this Rights Agreement or in any Rights Certificate; or (v) for any change in the exercisability of the Rights or any adjustment in the terms of the Rights (including the manner, method or amount thereof) provided for in Sections 3, 11, 13, 23 or 24, or the ascertaining of the existence of facts that would require any such change or adjustment (except with respect to the exercise of Rights evidenced by Rights Certificates after receipt by the Rights Agent of a certificate furnished pursuant to Section 12 describing such change or adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Common Shares, the Preferred Shares, or any other securities to be issued pursuant to this Rights Agreement or any Rights Certificate or as to whether any shares of Preferred Stock, the Preferred Shares, or any other securities will, when so issued, be validly authorized and issued, fully paid and non-assessable. The Rights Agent shall have no obligation under any Section of this Rights Agreement to determine whether an event requiring an adjustment in Exercise Price, number of shares or number of Rights has occurred or to calculate or confirm the accuracy of any of the adjustments required hereunder.

(f) The Company shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required or requested by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Rights Agreement, in the reasonable discretion of the Rights Agent.

(g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder and certificates delivered pursuant to any provisions hereof from any one of the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Secretary or any Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties. The Rights Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with instructions of any such officer and such advice or instruction shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken or suffered or omitted to be taken by it in accordance with advice or instructions of any such officer or for any delay in acting while waiting for those instructions. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent under this Rights Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received from any such officer, and shall not be liable for any action taken by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified in such application (which date shall not be less than five (5) Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking any such action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered, or omitted.

(h) The Rights Agent and any shareholder, member, affiliate, director, officer, employee, agent, or representative of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not the Rights Agent under this Rights Agreement. Nothing herein shall preclude the Rights Agent or any such shareholder, member, affiliate, director, officer or employee of the Rights Agent from acting in any other capacity for the Company or for any other Person.

(i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its officers, directors and employees) or by or through its attorneys or agents. The Rights Agent shall not be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, omission, default, neglect or misconduct in the absence of gross negligence, bad faith or willful misconduct of the Rights Agent (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued employment thereof.

(j) No provision of this Rights Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it; provided, however, that the Rights Agent shall not be liable for any delays arising from the duties under this sub-section (j). The Rights Agent shall not be required to take any action or to follow any instruction of the Company that the Rights Agent believes, in its sole discretion, would cause the Rights Agent to take action that is illegal.

(k) If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, either (i) the certificate attached to the form of assignment or form of election to purchase, as the case may be, has either not been completed or indicates an affirmative response to clause 1 and/or 2 thereof, or (ii) any other actual or suspected irregularity exists, the Rights Agent shall not take any further action with respect to such requested exercise or transfer without first consulting with the Company; provided, however that Rights Agent shall not be liable for any delays arising from the duties under this section 20(k).

(l) The Rights Agent shall have no responsibility to the Company, any holders of Rights or any holders of Common Shares for interest or earnings on any moneys held by the Rights Agent pursuant to this Rights Agreement.

(m) The Rights Agent shall not be required to take notice or be deemed to have notice of any fact, event, condition, or determination (including, without limitation, any dates or events defined in this Rights Agreement or the designation of any Person as an Acquiring Person, Affiliate or Associate) under this Rights Agreement unless and until the Rights Agent shall be specifically notified in writing by the Company of such fact, event, condition, or determination, and all notices or other instruments required by this Rights Agreement to be delivered to the Rights Agent must, in order to be effective, be received by the Rights Agent as specified in Section 26 hereof, and in the absence of such notice so delivered, the Rights Agent may conclusively assume no such event or condition exists.

(n) The Rights Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed.

(o) The Rights Agent shall act hereunder solely as agent for the Company. The Rights Agent shall not assume any obligations or relationship of agency or trust with any of the owners or holders of the Rights.

(p) The Rights Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any registration statement filed with the SEC or this Rights Agreement, including without limitation obligations under applicable regulation or law.

(q) The Rights Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Rights with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.

(r) The Rights Agent shall not be required to perform any action if such action would cause the Rights Agent to violate any applicable law, regulation or court order.

(s) (t) In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Rights Agent hereunder, the Rights Agent shall notify the Company thereof, and the Rights Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company, the holder of any Right or any other Person for refraining from taking such action, unless the Rights Agent receives written instructions signed by the Company that eliminate such ambiguity or uncertainty to the satisfaction of the Rights Agent.

The provisions of Sections 18 and 20 shall survive the termination of this Rights Agreement, the resignation, replacement or removal of the Rights Agent and the exercise, termination and the expiration of the Rights. Notwithstanding anything in this Rights Agreement to the contrary, in no event shall the Rights Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits or reputational harm), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action; and the Company shall indemnify the Rights Agent and hold it harmless to the fullest extent permitted by law against any loss, liability or expense incurred as a result of claims for special, punitive, incidental, indirect or consequential loss or damages of any kind whatsoever provided in each case that such claims are not the result of the gross negligence, bad faith or willful misconduct of the Rights Agent (each as determined by a final judgment of a court of competent jurisdiction). Notwithstanding anything in this Rights Agreement to the contrary, any liability of the Rights Agent under this Rights Agreement will be limited to the amount of annual fees paid by the Company to the Rights Agent during the twelve (12) months immediately preceding the event for which recovery from the Rights Agent is being sought.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon at least thirty (30) days’ written notice to the Company and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Preferred Shares and the Common Shares known to the Rights Agent. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Rights Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon at least thirty (30) days’ written notice to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares and to the holders of the Rights Certificates by public announcement or written notice. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving notice of such removal or after receiving written notice of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then the registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or of any state of the United States, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority or (b) an Affiliate of such a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the foregoing purpose, but the predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares and the Common Shares, and mail a written notice thereof to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.
Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board to reflect any adjustment or change in the Exercise Price or the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance or sale of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding at the date hereof or upon the exercise, conversion or exchange of securities hereinafter issued by the Company and (b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued and this sentence shall be null and void ab initio if, and to the extent that, such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options’ or employee plans’ or arrangements’ failing to qualify for otherwise available special tax treatment and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Redemption.

(a) The Board may, at any time prior to the occurrence of a Triggering Event, redeem all but not less than all the then outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Shares after the date hereof (the redemption price being hereinafter referred to as the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board , in its sole discretion, may establish. The date on which the Board elects to make the redemption effective shall be referred to as the “Redemption Date”. The Redemption Price shall be payable, at the option of the Company, in cash, Common Shares or such other form of consideration as the Board shall determine.

(b) Immediately upon the action of the Board ordering the redemption of the Rights, written notice of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give or any defect in, any such notice shall not affect the legality or validity of such redemption. Within ten (10) days after the action of the Board ordering the redemption of the Rights, the Company shall promptly mail a notice of such redemption to the Rights Agent and the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Exchange.

(a) Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by action of the Board, at any time after the occurrence of a Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding.

(b) Immediately upon the action of the Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall give (i) prompt written notice to the Rights Agent of such exchange; and (ii) public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.

(c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with Section 24(a), the Company shall either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of a majority of the Board, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall (i) give prompt written notice to the Rights Agent of such suspension; and (ii) issue a public announcement stating that the exercisability of the Rights has been temporarily suspended.

(d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Common Share (as determined pursuant to the terms hereof).

(e) The Company may, at its option, by majority vote of the Board, at any time before the Share Acquisition Date, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board, based upon the advice of one or more nationally recognized investment banking firms.

(f) Immediately upon the action of the Board ordering the exchange of any Rights pursuant to subsection (e) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the Board in accordance with subsection 24(e) above. The Company shall give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange with a reasonably detailed description thereof to the Rights Agent and all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Common Shares of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Rights will be effected.

(g) Upon declaring an exchange pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Company may implement such procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Shares (or such other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holders of Rights that have become null and void pursuant to Section 7(e). Before effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and the Company shall issue to the trust created by the Trust Agreement (the “Trust”) all or a portion (as designated by the Board) of the Common Shares and other securities, if any, distributable pursuant to the exchange, and all shareholders entitled to distribution of such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive a distribution of such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) only from the Trust and solely upon compliance with all relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering Common Shares (or other such securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. Any Common Shares or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid, and nonassessable Common Shares or of such other securities (as the case may be).

Notice of Certain Events.

(a) In case the Company shall propose to effect or permit to occur any Triggering Event or Section 13 Event, the Company shall give notice thereof to the Rights Agent and each holder of Rights in accordance with Section 26 hereof at least twenty (20) days prior to occurrence of such Triggering Event or such Section 13 Event.

(b) In case any Triggering Event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notices. Notices or demands authorized by this Rights Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate to or on the Company shall be sufficiently given or made if in writing and sent by facsimile when a confirmation is received by the transmitting person (which confirmation may be made by facsimile or email), if sent by first-class mail or nationally recognized overnight delivery service, postage prepaid, or hand delivery when received, and addressed (until another address is filed in writing with the Rights Agent) as follows:

Rubico Inc.

20 Iouliou Kaisara Str, 19002

Paiania, Athens, Greece

Attention: Nikolaos Papastratis

Tel: +30 210 812 8107

Attention (email): npapastratis@rubicoinc.com

with a copy to:

Watson Farley & Williams LLP

120 West 45th Street

New York, New York 10036

Attention: Will Vogel, Esq.

wvogel@wfw.com

Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Rights Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if in writing and sent by facsimile when a confirmation is received by the transmitting person (which confirmation may be made by facsimile or email), or by first-class mail or nationally recognized overnight delivery service, postage prepaid, or hand delivery when received, and addressed (until another address is filed in writing with the Company) as follows:

Broadridge Corporate Issuer Solutions, LLC P.O. Box 1342

Brentwood, New York 11717

Attention: Corporate Actions Department

With copies to:

Broadridge Corporate Issuer Solutions, LLC

51 Mercedes Way

Edgewood, New York 11717

and

Broadridge Financial Solutions, Inc.

2 Gateway Center

Newark, New Jersey 07102

Attention: General Counsel

E-mail:

legalnotices@broadridge.com

Notices or demands authorized by this Rights Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate (or, if prior to the Distribution Date, to the holders of Common Shares) shall be sufficiently given or made if sent by first-class mail or nationally recognized courier service, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

Supplements and Amendments. Except as provided in this Section 27, for so long as the Rights are then redeemable, the Company and the Rights Agent may supplement or amend this Rights Agreement in any respect without the approval of any holders of Rights. At any time when the Rights are no longer redeemable, the Company and the Rights Agent may from time to time supplement or amend this Rights Agreement without the approval of any holders of Rights in order to (i) cure any ambiguity, (ii) correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable and that shall not adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Rights Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company and, if reasonably requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under this Rights Agreement.
Successors. All the covenants and provisions of this Rights Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Determinations and Actions by the Board, etc. For all purposes of this Rights Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. Except as otherwise provided for herein, the Board shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the Rights Agreement in accordance with Section 27 hereof). All such actions, calculations, interpretations and determinations (including, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Rights Agreement), the holders of the Rights Certificates and all other parties. The Rights Agent is entitled always to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon.
Benefits of this Rights Agreement. Nothing in this Rights Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Rights Agreement; but this Rights Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, the Common Shares); provided, however, that the registered holders of the Right Certificates (and, prior to a Distribution Date, the Common Shares) must enforce any such legal or equitable right, remedy or claim under this Rights Agreement against the Company and not the Rights Agent.
Severability. If any term, provision, covenant or restriction of this Rights Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Rights Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this Rights Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board determines in its good faith judgment that severing the invalid language from this Rights Agreement would adversely affect the purpose or effect of this Rights Agreement, unless a Triggering Event shall have occurred, the right of redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the Close of Business on the tenth Business Day following the date of such determination by the Board; further provided, however, that if any such excluded language shall adversely affect rights, immunities, liabilities, duties, responsibilities or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately.

Governing Law. This Rights Agreement and each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
Counterparts. This Rights Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Rights Agreement executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.
Descriptive Headings; Interpretation.

(a) Descriptive headings of the several Sections of this Rights Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

(b) Whenever the words “include,” “includes” or “including” are used in this Rights Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Rights Agreement as a whole and not to any particular provision of this Rights Agreement, and article, section, subsection, paragraph and exhibit references are to the articles, sections, paragraphs and exhibits of this Rights Agreement unless otherwise specified. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance of any act, duty, obligation or responsibility by reason of any occurrence beyond its reasonable control including, without limitation, acts of God, epidemics or pandemics (other than the COVID-19 pandemic), terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of any utilities, communications, or computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Shareholders Rights Agreement as of the date first written above.

RUBICO INC.
By:	/s/ Nikolaos Papastratis
	Name: Nikolaos Papastratis
	Title: CFO, Director
BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC, as Rights Agent
By:	/s/ John P. Dunn
	Name: John P. Dunn
	Title: Senior Vice President

[Signature Page to Shareholders’ Rights Agreement]

Exhibit A

STATEMENT OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A PARTICIPATING PREFERRED STOCK

RUBICO INC.

The undersigned, Kalliopi Ornithopoulou, does hereby certify:

That she is the duly elected and acting Chief Executive Officer and President of Rubico Inc., a Marshall Islands corporation (the “Company”).

That pursuant to the authority conferred by the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), the Company’s Board of Directors (the “Board”)

   on \[●\], 2025 adopted the following resolution designating and prescribing the relative rights, preferences and limitations of the Company’s Series A Participating Preferred Stock and such resolution has not been modified and is in full force and
   effect on the date hereof:

A-1

Section 3. Dividends and Distributions.

Section 4. Voting Rights. The holders of shares of Series A Participating Preferred Stock shall have the following voting rights:

A-2

(a) Each share of Series A Participating Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the Company.

Section 5. Certain Restrictions.

A-3

Section 9. No Redemption. The shares of Series A Participating Preferred Stock shall not be redeemable.

Section 11. Amendment. The Articles of Incorporation of the Company shall not be further amended in any manner which would materially alter or change the powers, preference or special rights of the Series A Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority of the outstanding shares of Series A Participating Preferred Stock, voting separately as a class.

A-4

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

A-5

IN WITNESS WHEREOF, this Statement of Designation is executed on behalf of the Company by its Chief Executive Officer and President on [●], 2025.

Name: Kalliopi Ornithopoulou
Title: Chief Executive Officer and President

A-6

Exhibit B

FORM OF RIGHTS CERTIFICATE

Certificate No. R- Rights

NOT EXERCISABLE AFTER [●], UNLESS EXTENDED PRIOR THERETO BY THE BOARD OF DIRECTORS OF THE COMPANY, OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT THE OPTION OF THE COMPANY, AT $0.0001 PER RIGHT AND EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF ANY SUCH PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [IF THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]^2^

RIGHTS CERTIFICATE

RUBICO INC.

This certifies that ___________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of [●], 2025, as amended from time to time (the “Rights Agreement”), between Rubico Inc., a Marshall Islands corporation (the “Company”), and Broadridge Corporate Issuer Solutions, LLC, a federally chartered trust company, as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York time, on [●] at the office or offices of the Rights Agent, or at the office or offices of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Participating Preferred Stock, $0.01 par value per share (the “Preferred Shares”), of the Company, at a purchase price of $40.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of [●], 2025, based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of one one-thousandth of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events.

B-1

This Rights Certificate is subject to all of the terms, covenants and restrictions of the Rights Agreement, which terms, covenants and restrictions are hereby incorporated herein by reference and made a part hereof, and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company.

This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

^2^ The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $0.0001 per Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company’s Common Shares, par value $0.01 per share.

No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.

No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement.

B-2

This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.

Dated as of __________ ___, _____.
ATTEST:	RUBICO INC.
	By:
Name:	Name:
Title:	Title:
Countersigned:
---
Broadridge Corporate Issuer Solutions, LLC, as Rights Agent
By:
Authorized Signature

B-3

FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE

FORM OF ASSIGNMENT

(To be executed by the registered holder if such

holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
(Please print name and address of transferee)

this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution.

Dated:	__________ ___, _____.
		Signature

Signature Guaranteed:

Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program or the Stock Exchanges Medallion Program.

Certificate

The undersigned hereby certifies by checking the appropriate boxes that:

(1) this Rights Certificate [ ] is [ ] is not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any Acquiring Person (as such terms are defined in the Rights Agreement); and

(2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate thereof.

B-4

Dated:	__________ ___, _____.
		Signature

Signature Guaranteed:

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

B-5

FORM OF ELECTION TO PURCHASE

(To be executed by the registered holder if such holder

desires to exercise Rights represented by the Rights Certificate.)

TO:	RUBICO INC.

The undersigned hereby irrevocably elects to exercise ____________ Rights represented by this Rights Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of and delivered to:

(Please print name and address)
Please insert social security
or other tax identifying number

If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:

(Please print name and address)
Please insert social security
or other tax identifying number
Dated:	__________ ___, _____.
---	---	---
		Signature

Signature Guaranteed:

B-6

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

Certificate

The undersigned hereby certifies by checking the appropriate boxes that:

(1) this Rights Certificate [ ] is [ ] is not being sold, assigned, transferred, or exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement); and

Dated:	__________ ___, _____.
		Signature

Signature Guaranteed:

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

B-7

NOTICE

The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored.

B-8

Exhibit C

SUMMARY OF RIGHTS

Introduction

On August 1, 2025, the Board of Directors (the “Board”)

        of Rubico Inc., a Marshall Islands corporation \(the “Company”\), declared a dividend of one preferred share purchase right \(a “Right”\) for each of the Company's outstanding Common Shares, par value $0.01 per share \(the “Common Shares”\) and
        adopted a shareholder rights plan, as set forth in the Shareholders Rights Agreement dated as of August 1, 2025 \(the “Rights Agreement”\), by and between the Company
        and Broadridge Corporate Issuer Solutions, LLC, as rights agent. The dividend is payable on August 1, 2025 to the shareholders of record on August 1, 2025.

The Board has adopted the Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 15% or more of the outstanding Common Shares without the approval of the Board. If a shareholder’s beneficial ownership of the Common Shares as of the time of the public announcement of the rights plan and associated dividend declaration is at or above the applicable threshold, that shareholder’s then-existing ownership percentage would be grandfathered, but the rights would become exercisable if at any time after such announcement, the shareholder increases its ownership percentage. The Rights Agreement should not interfere with any merger or other business combination approved by the Board.

The Rights. The Rights will initially trade with, and will be inseparable from, the Common Shares. The Rights are evidenced only by certificates or book-entry notations that represent the Common Shares. New Rights will accompany any new Common Shares the Company issues after August 1, 2025 until the Distribution Date described below.

Exercise Price. Each Right will allow its holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock (a “Preferred

        Share”\) for $40.00 \(the “Exercise Price”\), once the Rights become exercisable. This portion of a Preferred Share will give the shareholder approximately the same dividend, voting and liquidation rights as would one Common Share.
      Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.

C-1

Exercisability. The Rights will not be exercisable until ten days after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 15% or more of the outstanding Common Shares.

Certain synthetic interests in securities created by derivative positions—whether or not such interests are considered to be ownership of the underlying Common Shares or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended—are treated as beneficial ownership of the number of shares of the Company’s Common Shares equivalent to the economic exposure created by the derivative position, to the extent actual shares of the Company’s Common Shares are directly or indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial ownership.

For persons who, prior to the time of public announcement of the Rights Agreement, beneficially own 15% or more of the outstanding Common Shares, the Rights Agreement grandfathers their current level of ownership, so long as they do not purchase additional shares in excess of certain limitations. In addition, the Lax Trust, Three Sororibus Trust of Cyprus, Evangelos Pistiolis, and any of their Affiliates or Associates are excluded from the definition of “Acquiring Person” and therefore may obtain beneficial ownership of 15% or more of the outstanding Common Shares without causing the Rights to be exercisable.

The date when the Rights become exercisable is the “Distribution Date.” Until that date, the Common Shares certificates (or, in the case of uncertificated shares, by notations in the book-entry account system) will also evidence the Rights, and any transfer of Common Shares will constitute a transfer of Rights. After that date, the Rights will separate from the Common Shares and be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of Common Shares. Any Rights held by an Acquiring Person are null and void and may not be exercised.

Preferred Share Provisions

Each one one-thousandth of a Preferred Share, if issued, will, among other things:

•

not be redeemable;

•

entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on Common Shares since the immediately preceding quarterly dividend payment date; and

---

C-2

•	entitle holders to one vote on all matters submitted to a vote of the shareholders of the Company.

The value of one one-thousandth interest in a Preferred Share should approximate the value of one Common Share.

Consequences of a Person or Group Becoming an Acquiring Person.

Flip In. If an Acquiring Person obtains beneficial ownership of 15% or more of the Common Shares, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of Common Shares (or, in certain circumstances, cash, property or other securities of the Company) having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by the Company, as further described below.

Flip Over. If, after an Acquiring Person obtains 15% or more of the Common Shares, (i) the Company merges into another entity; (ii) an acquiring entity merges into the Company; or (iii) the Company sells or transfers 50% or more of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price, a number of Common Shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price.

Notional Shares. Shares held by affiliates and associates of an Acquiring Person, including certain entities in which the Acquiring Person beneficially owns a majority of the equity securities, and Notional Common Shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person.

Redemption. The Board may redeem the Rights for $0.0001 per Right under certain circumstances. If the Board redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of the Rights will be to receive the redemption price of $0.0001 per Right. The redemption price will be adjusted if the Company has a stock dividend or a stock split. The redemption price shall be payable, at the option of the Company, in cash, Common Shares or such other form of consideration as the Board shall determine.

C-3

Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding Common Shares, the Board may extinguish the Rights by exchanging one Common Share or an equivalent security for each Right, other than Rights held by the Acquiring Person. In certain circumstances, the Company may elect to exchange the Rights for cash or other securities of the Company having a value approximately equal to one Common Share.

Expiration. The Rights expire on the earliest of (i) August 1, 2035; or (ii) the redemption or exchange of the Rights as described above.

Anti-Dilution Provisions. The Board may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the Preferred Shares or Common Shares. No adjustments to the Exercise Price of less than 1% will be made.

Amendments. The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the holders of the Rights on or prior to the Distribution Date. Thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the holders of Rights, with certain exceptions, in order to (i) cure any ambiguities; (ii) correct or supplement any provision contained in the Rights Agreement that may be defective or inconsistent with any other provision therein; (iii) shorten or lengthen any time period pursuant to the Rights Agreement; or (iv) make changes that do not adversely affect the interests of holders of the Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person).

Taxes. The distribution of Rights should not be taxable for federal income tax purposes. However, following an event that renders the Rights exercisable or upon redemption of the Rights, shareholders may recognize taxable income.

C-4

Exhibit 4.8

1. Shipbroker	2. Place and date
3. Owners/Place of business (Cl. 1)<br><br> <br><br><br> <br>LUSTRE 6 HOLDING LIMITED, a corporation incorporated under the laws of the Republic of Liberia with registration number C-128841 whose registered office is at 80 Broad Street, Monrovia, Liberia	4. Bareboat Charterers/Place of business (Cl. 1)<br><br> <br><br><br> <br>ATHENEAN EMPIRE INC., a corporation incorporated under the laws of the Republic of Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960
5. Vessel’s name, call sign and flag (Cl. 1 and 3)<br><br> <br><br><br> <br>Vessel name: m.t. “Eco Malibu”<br><br> <br>**<br><br> <br>Call sign: V7A4461<br><br> <br><br><br> <br>Flag: Republic of Marshall Islands**
6. Type of Vessel<br><br> <br><br><br> <br>suezmax tanker	7. GT/NT<br><br> <br><br><br> <br>81,206 /<br><br> <br><br><br> <br>51,026
8 When/Where built<br><br> <br><br><br> <br>2021<br><br> <br><br><br> <br>Hyundai Heavy Industries Co., Ltd	9. Total DWT (abt.) in metric tons<br> on summer freeboard<br><br> <br><br><br> <br>157,286
10. Classification Society (Cl. 3)<br><br> <br><br><br> <br>ABS	11. Date of last special survey by<br> the Vessel’s classification society<br><br> <br><br><br> <br>N/A
12. Further particulars of Vessel<br> (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3)<br><br> <br><br><br> <br>IMO no. 9902823

13. Port or Place of delivery (Cl. 3)<br><br> <br><br><br> <br>Back to back with MOA delivery	14. Time for delivery (Cl. 4)<br><br> <br><br><br> <br>See Clause 34 (Delivery and Charter of Vessel)	15. Cancelling date (Cl. 5)<br><br> <br><br><br> <br>See definition of “Cancelling Date” and Clause 33 (Cancellation)
16. Port or Place of redelivery (Cl.<br> 15)<br><br> <br><br><br> <br>See Clauses 41.6 (Termination, Redelivery and Total Loss)		17. No. of months’ validity of<br> trading and class certificates upon redelivery (Cl. 15)<br><br> <br><br><br> <br>Six (6) months
18. Running days’ notice if other<br> than stated in Cl. 4<br><br> <br><br><br> <br>N/A		19. Frequency of dry-docking (Cl.<br> 10(g))<br><br> <br><br><br> <br>In accordance with Approved Classification Society or requirements of Flag State
20. Trading limits (Cl. 6)<br><br> <br><br><br> <br>International Navigating Limits and excluding any war listed area declared by the Joint War Committee, see also Clause 46.1(t), 46.1(u) and 46.1(v) (Undertakings)
21. Charter period (Cl. 2)<br><br> <br><br><br> <br>See Clause 32 (Charter Period)		22. Charter hire (Cl. 11)<br><br> <br><br><br> <br>See Clause 36 (Charterhire and Advance Charterhire)
23. New class and other safety<br> requirements (state percentage of Vessel’s insurance value acc. to Box 29)(Cl. 10(a)(ii))<br><br> <br><br><br> <br>N/A
24. Rate of interest payable acc. to<br> Cl. 11 (f) and, if applicable, acc. to PART IV<br><br> <br><br><br> <br>See Clause 37 (Changes to Interest Rate, Default Interest)		25. Currency and method of payment<br> (Cl. 11)<br><br> <br><br><br> <br>Dollars/Bank transfer
26. Place of payment; also state<br> beneficiary and bank account (Cl. 11)<br><br> <br><br><br> <br>See Clause 36 (Charterhire and Advance Charterhire); such account as the Owners may notify the Charterers from time to time		27. Bank guarantee/bond (sum and<br> place) (Cl. 24) (optional)<br><br> <br><br><br> <br>See Clause 24
28. Mortgage(s), if any (state<br> whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business) (Cl. 12)<br><br> <br><br><br> <br>N/A		29. Insurance (hull and machinery and<br> war risks) (state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k)) (also state if Cl. 14 applies)<br><br> <br><br><br> <br>See Clause 39 (Insurance) - Clause 14 does not apply
30. Additional insurance cover, if<br> any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))<br><br> <br><br><br> <br>See Clause 39 (Insurance)		31. Additional insurance cover, if<br> any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))<br><br> <br><br><br> <br>See Clause 39 (Insurance)

32. Latent defects (only to be filled<br> in if period other than stated in Cl. 3)<br><br> <br><br><br> <br>N/A	33. Brokerage commission and to whom<br> payable (Cl. 27)<br><br> <br><br><br> <br>N/A
34. Grace period (state number of<br> clear banking days) (Cl. 28)<br><br> <br><br><br> <br>N/A	35. Dispute Resolution (state 30(a),<br> 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30)<br><br> <br><br><br> <br>Clause 30 not applicable. See Clause 66 (Governing Law and Enforcement)
36. War cancellation (indicate<br> countries agreed) (Cl. 26(f))<br><br> <br><br><br> <br>N/A
37. Newbuilding Vessel (indicate with<br> “yes” or “no” whether PART III applies) (optional)<br><br> <br><br><br> <br>No	38. Name and place of Builders (only<br> to be filled in if PART III applies)<br><br> <br><br><br> <br>N/A
39. Vessel’s Yard Building No. (only<br> to be filled in if PART III applies)<br><br> <br><br><br> <br>N/A	40. Date of Building Contract (only<br> to be filled in if PART III applies)<br><br> <br><br><br> <br>N/A
41. Liquidated damages and costs<br> shall accrue to (state party acc. to Cl. 1)<br><br> <br><br><br> <br>(a) N/A<br><br> <br><br><br> <br>(b) N/A<br><br> <br><br><br> <br>(c) N/A
42. Hire/Purchase agreement (indicate<br> with “yes” or “no” whether PART IV applies) (optional)<br><br> <br><br><br> <br>No, Part IV does not apply	43. Bareboat Charter Registry<br> (indicate with “yes” or “no” whether PART V applies) (optional)<br><br> <br><br><br> <br>No
44. Flag and Country of the Bareboat<br> Charter Registry (only to be filled in if PART V applies)<br><br> <br><br><br> <br>N/A	45. Country of the Underlying<br> Registry (only to be filled in if PART V applies)<br><br> <br><br><br> <br>N/A
46. Number of additional clauses<br> covering special provisions, if agreed<br><br> <br><br><br> <br>Clause 32 (Charter Period) to Clause 68 (Definitions)

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

Signature (Owners)	Signature (Charterers)<br><br> <br><br><br> <br>ALEXANDROS TSIRIKOS, Attorney-in-fact

PART II

1	1.	Definitions
2	In this Charter, the following terms shall have the meanings hereby assigned to them:
---	---
3	“The Owners” shall mean the party identified in Box 3;
---	---
4	“The Charterers” shall mean the party identified in Box 4;
---	---
5	“The Vessel” shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12.
---	---
6	“Financial Instruments” has the meaning ascribed to it in Clause 68 (Definitions).<br> ~~means the mortgage, deed of covenant or other such financ~~i~~a~~l ~~secur~~i~~ty~~ i~~nstrument as~~
---	---
~~7~~	~~annexed to this Charter and stated in Box 28.~~
---	---
8	2.	Charter Period
---	---	---
9	In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to
---	---
10	hire the Vessel for the period stated in Box 21 ~~(“The Charter Per~~i~~od”)~~. See also Clause 32 (Charter Period)
---	---
11	3.	Delivery
---	---	---
12	(not applicable when Part III applies, as indicated in Box 37)
---	---
13	~~(a)~~	~~The Owners shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy and in~~
---	---	---
~~14~~	~~every respect ready in hull, machinery and equipment for service under this Charter.~~
---	---
15	The Vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in
---	---
16	Box 13. i~~n such ready safe berth as the Charterers may d~~i~~rect.~~
---	---
17	~~(b)~~	~~The Vessel shall be properly documented on delivery in accordance with the laws of the flag state indicated in~~
---	---	---
~~18~~		~~Box 5 and the requirements of the classification society stated in Box 10. The Vessel upon delivery shall have her~~
---	---	---
~~19~~		~~survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box~~
~~20~~		~~12.~~
21	(c)	The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a
22		full performance by the Owners of all the Owners’ obligations under this Clause 3, and thereafter the Charterers
23		shall not be entitled to make or assert any claim against the Owners on account of any conditions,
24		representations or warranties expressed or implied with respect to the Vessel. ~~but the Owners sha~~ll ~~be~~ li~~ab~~l~~e for~~
~~25~~		~~the cost of but not the time for repa~~i~~rs or renewa~~l~~s occas~~i~~oned by~~ l~~atent defects~~ i~~n the Vesse~~l~~, her mach~~i~~nery or~~
~~26~~		~~appurtenances, ex~~i~~sting at the time of de~~li~~very under th~~i~~s Charter, prov~~i~~ded such defects have man~~i~~fested~~
~~27~~		~~themselves within twelve (12) months after delivery unless otherwise provided in Box 32.~~
28	4.	Time for Delivery (See Clause 34 (Delivery and Charter of Vessel))
~~29~~		~~(not applicable when Part III applies, as indicated in Box 37)~~
~~30~~		~~The Vessel shall not be delivered before the date indicated in Box 14 without the Charterers’ consent and the~~
~~31~~		~~Owners shall exercise due diligence to deliver the Vessel not later than the date indicated in Box 15.~~
~~32~~		~~Unless otherwise agreed in Box 18, the Owners shall give the Charterers not less than thirty (30) running days’~~
~~33~~		~~preliminary and not less than fourteen (14) running days’ definite notice of the date on which the Vessel is~~
~~34~~		~~expected to be ready for delivery. The Owners shall keep the Charterers closely advised of possible changes in~~
~~35~~		~~the Vessel’s position.~~
36	5.	Cancelling (See Clause 33 (Cancellation))
~~37~~		~~(not applicable when Part III applies, as indicated in Box 37)~~
~~38~~	~~(a)~~	~~Should the Vessel not be delivered latest by the cancelling date indicated in Box 15, the Charterers shall have the~~
~~39~~		~~option of cancelling this Charter by giving the Owners notice of cancellation within thirty-six (36) running hours~~
~~40~~		~~after the cancelling date stated in Box 15, failing which this Charter shall remain in full force and effect.~~

PART II

~~41~~	~~(b)~~	~~If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they are in~~
~~42~~		~~a position to state with reasonable certainty the day on which the Vessel should be ready, give notice thereof to~~
~~43~~		~~the Charterers asking whether they will exercise their option of cancelling, and the option must then be declared~~
~~44~~		~~within one hundred and sixty-eight (168) running hours of the receipt by the Charterers of such notice or within~~
~~45~~		~~thirty-six (36) running hours after the cancelling date, whichever is the earlier. If the Charterers do not then~~
~~46~~		~~exercise their option of cancelling, the seventh day after the readiness date stated in the Owners’ notice shall be~~
~~47~~		~~substituted for the cancelling date indicated in Box 15 for the purpose of this Clause 5.~~
~~48~~	~~(c)~~	~~Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on~~
~~49~~		~~the Owners under th~~i~~s Charter.~~
50	6.	Trading Restrictions (see also Clauses 46.1(t), 46.1 (u) and 46.1 (v)) (Undertakings))
51		The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading
52		limits indicated in Box 20.
53		The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in
54		conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein)
55		without first obtaining the consent of the insurers to such employment and complying with such requirements
56		as to extra premium or otherwise as the insurers may prescribe.
57		The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which
58		is forbidden by the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or
59		prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction,
60		seizure or confiscation.
61		Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive
62		products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter.
63		This exclusion does not apply to radio-isotopes used or intended to be used for any industrial, commercial,
64		agricultural, medical or scientific purposes provided the Owners’ prior approval has been obtained to loading
65		thereof.
66	7.	Surveys on Delivery and Redelivery
67		Provision on Delivery see Clause 47.2 (Inspection of Vessel)~~(not applicable when Part III applies, as indicated in Box 37)~~
68		The Owners ~~and Charterers~~ shall ~~each~~ appoint surveyors for the<br> purpose of determining and agreeing in writing
69		the condition of the Vessel at the time of ~~de~~li~~very and~~ redelivery pursuant<br><br><br><br> to Clause 41.6 (Termination, Redelivery and Total Loss) hereunder (if applicable) at the costs of the Charterers. ~~The Owners shall bear all expenses~~
~~70~~		~~of the On-hire Survey including loss of time, if any, and the Charterers shall bear all expenses of the Off-hire~~
~~71~~		~~Survey including loss of time, if any, at the daily equivalent to the rate of hire or pro rata thereof.~~
72	8.	Inspection (See Clause 47 (Inspection of Vessel))
~~73~~		~~The Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect or survey~~
~~74~~		~~the Vessel or instruct a duly authorised surveyor to carry out such survey on their behalf:~~
~~75~~	~~(a)~~	~~to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and~~
~~76~~		~~maintained. The costs and fees for such inspection or survey shall be paid by the Owners unless the Vessel is~~
~~77~~		~~found to require repairs or maintenance in order to achieve the condition so provided;~~
~~78~~	~~(b)~~	~~in dry-dock if the Charterers have not dry-docked Her in accordance with Clause 10(g). The costs and fees for~~
~~79~~		~~such inspection or survey shall be paid by the Charterers; and~~
~~80~~	~~(c)~~	~~for any other commercial reason they consider necessary (provided it does not unduly interfere with the~~
~~81~~		~~commercial operation of the Vessel). The costs and fees for such inspection and survey shall be paid by the~~
~~82~~		~~Owners.~~

PART II

~~83~~		~~All time used in respect of inspection, survey or repairs shall be for the Charterers’ account and form part of the~~
~~84~~		~~Charter Period.~~
~~85~~		~~The Charterers shall also permit the Owners to inspect the Vessel’s log books whenever requested and shall~~
~~86~~		~~whenever required by the Owners furnish them with full information regarding any casualties or other accidents~~
~~87~~		~~or damage to the Vessel.~~
88	9.	Inventories, Oil and Stores (See Clause 34.7 (Delivery and Charter of Vessel))
~~89~~		~~A complete inventory of the Vessel’s entire equipment, outfit including spare parts, appliances and of all~~
~~90~~		~~consumable stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on~~
~~91~~		~~delivery and again on redelivery of the Vessel. The Charterers and the Owners, respectively, shall at the time of~~
~~92~~		~~delivery and redelivery take over and pay for all bunkers, lubricating oil, unbroached provisions, paints, ropes~~
~~93~~		~~and other consumable stores (excluding spare parts) in the said Vessel at the then current market prices at the~~
~~94~~		~~ports of delivery and redelivery, respectively. The Charterers shall ensure that all spare parts listed in the~~
~~95~~		~~inventory and used during the Charter Period are replaced at their expense prior to redelivery of the Vessel.~~
96	10.	Maintenance and Operation
97	(a)	(i) Maintenance and Repairs - During the Charter Period the Vessel shall be in the full possession and at the
98		absolute disposal for all purposes of the Charterers and under their complete control in every respect. The
99		Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of
100		repair, in efficient operating condition and in accordance with good commercial maintenance practice and,
101		~~except as prov~~i~~ded for~~ i~~n C~~l~~ause 1~~4~~(~~l~~),~~ if applicable, at their own expense they shall at all times keep the Vessel’s
102		Classification~~Class~~ fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary
103		certificates in force at all times.
104		(ii) New Class and Other Safety Requirements - In the event of any improvement, structural changes or new
105		equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements
106		or by compulsory legislation, the Charterers shall ensure that the same are complied with and the time and costs of compliance shall be for<br> the Charterers’ account. ~~costing (exc~~l~~ud~~i~~ng the Charterers’~~ l~~oss of time) more than the percentage stated~~ i~~n~~
~~107~~		~~Box 23, or if Box 23 is left blank, 5 per cent of the Vessel’s insurance value as stated in Box 29, then the extent, if~~
~~108~~		~~any, to which the rate of hire shall be varied and the ratio in which the cost of compliance shall be shared between~~
~~109~~		~~the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the~~
~~110~~		~~Charterers having regard, inter alia, to the length of the period remaining under this Charter shall, in the absence~~
~~111~~		~~of agreement, be referred to the d~~i~~spute reso~~l~~ution method agreed~~ i~~n C~~l~~ause 30.~~
112		(iii) Financial Security - The Charterers shall maintain financial security or responsibility in respect of third party
113		liabilities as required by any government, including federal, state or municipal or other division or authority
114		thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place,
115		territorial or contiguous waters of any country, state or municipality in performance of this Charter without any
116		delay. This obligation shall apply whether or not such requirements have been lawfully imposed by such
117		government or division or authority thereof.
118		The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy
119		such requirements at the Charterers’ sole expense and the Charterers shall indemnify the Owners against all
120		consequences whatsoever (including loss of time) for any failure or inability to do so.
121	(b)	Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual,
122		navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they
123		shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of
124		the Vessel under this Charter, including annual ~~flag state~~ fees of the Flag State<br> and any foreign general municipality and/or state
125		taxes. The Master, officers and crew of the Vessel shall be the servants of the Charterers for all purposes

PART II

126		whatsoever, even if for any reason appointed by the Owners.
127		Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel’s
128		flag or any other applicable law.
129	(c)	The Charterers shall keep the Owners ~~and the mortgagee(s)~~ advised of the intended employment, planned dry-
130		docking and major repairs of the Vessel, as reasonably required.
131	(d)	Flag and Name of Vessel – During the Charter Period, the Charterers shall have the liberty to paint the Vessel in
132		their own colours, install and display their funnel insignia and fly their own house flag (with all fees, costs and expenses arising in<br> relation thereto for the Charterers’ account). The Charterers shall also
133		have the liberty, with the Owners’ consent, ~~wh~~i~~ch shall not be unreasonab~~l~~y w~~i~~thhe~~l~~d,~~ to change the flag and/or
134		the name of the Vessel during the Charter Period (with all fees, costs and expenses arising in relation thereto for the Charterers’<br> account). Painting and re-painting, instalment and re-instalment,
135		registration and re-registration, if required by the Owners, shall be at the Charterers’ expense and time.
136	(e)	Changes to the Vessel - Subject to Clause 10(a)(ii), the Charterers shall make no structural changes in the Vessel
137		or changes in the machinery, boilers, appurtenances or spare parts thereof without in each instance first securing
138		the Owners’ approval thereof. If the Owners so agree, the Charterers shall, if the Owners so require, restore the
139		Vessel to its former condition ~~before the term~~i~~nation of th~~i~~s Charter~~.
140	(f)	Use of the Vessel’s Outfit, Equipment and Appliances - The Charterers shall have the use of all outfit, equipment,
141		and appliances on board the Vessel at the time of delivery, provided the same or their substantial equivalent
142		shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary
143		wear and tear excepted. The Charterers shall from time to time during the Charter Period replace, renew or substitute such items<br> of
144		equipment as shall be so damaged or worn as to be unfit for use. The Charterers are to procure that all repairs
145		to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards
146		workmanship and quality of materials) as not to diminish the value of the Vessel. Title of any equipment so replaced, renewed or<br> substituted shall vest in and remain with the Owners. The Charterers have the right
147		to fit additional equipment at their expense and risk (provided that no permanent structural damage is caused to the Vessel by<br> reason of such installation) and ~~but~~ the Charterers shall, at their expenses, remove such equipment and<br><br><br><br><br> make good any damage caused by the fitting or removal of such additional equipment before the Vessel is redelivered to the Owners.~~at the end~~
~~148~~		~~of the period if requested by the Owners.~~ Any equipment<br> including radio equipment on hire on the Vessel at
149		time of delivery shall be kept and maintained by the Charterers and the Charterers shall assume the obligations
150		and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse the Owners
151		for all expenses incurred in connection therewith, also for any new equipment required in order to comply with
152		radio regulations.
153	(g)	Periodical Dry-Docking - The Charterers shall dry-dock the Vessel and clean and paint her underwater parts
154		whenever the same may be necessary, but not less than once during the period stated in Box 19. ~~or, if Box 19 has~~
~~155~~		~~been left blank, every sixty (60) calendar months after delivery or such other period as may be required by the~~
~~156~~		~~Classification Society or flag state.~~
157	11.	Hire (See Clause 36 (Charterhire and Advance Charterhire))
~~158~~	~~(a)~~	~~The Charterers shall pay hire due to the Owners punctually in accordance with the terms of this Charter in respect~~
~~159~~		~~of which time shall be of the essence.~~
~~160~~	~~(b)~~	~~The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount indicated in Box 22~~
~~161~~		~~which shall be payable not later than every thirty (30) running days in advance, the first lump sum being payable~~
~~162~~		~~on the date and hour of the Vessel’s delivery to the Charterers. Hire shall be paid continuously throughout the~~
~~163~~		~~Charter Per~~i~~od.~~

PART II

~~164~~	~~(c)~~	~~Payment of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25~~
~~165~~		~~and at the place mentioned in Box 26.~~
~~166~~	~~(d)~~	~~Final payment of hire, if for a period of less than thirty (30) running days, shall be calculated proportionally~~
~~167~~		~~according to the number of days and hours remaining before redelivery and advance payment to be effected~~
~~168~~		~~accordingly.~~
~~169~~	~~(e)~~	~~Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of.~~
~~170~~		~~The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last~~
~~171~~		~~reported or when the Vessel is posted as missing by Lloyd’s, whichever occurs first. Any hire paid in advance to~~
~~172~~		~~be adjusted accordingly.~~
~~173~~	~~(f)~~	~~Any delay in payment of hire shall entitle the Owners to interest at the rate per annum as agreed in Box 24. If~~
~~174~~		~~Box 24 has not been filled in, the three months Interbank offered rate in London (LIBOR or its successor) for the~~
~~175~~		~~currency stated in Box 25, as quoted by the British Bankers’ Association (BBA) on the date when the hire fell due,~~
~~176~~		~~increased by 2 per cent, shall apply.~~
~~177~~	~~(g)~~	~~Payment of interest due under sub-clause 11(f) shall be made within seven (7) running days of the date of the~~
~~178~~		~~Owners’ invoice specifying the amount payable or, in the absence of an invoice, at the time of the next hire~~
~~179~~		~~payment date.~~
180	12.	Mortgage ((See Clause 64.3 (Assignment and Transfer))
~~181~~		~~(only to apply if Box 28 has been appropriately filled in)~~
~~182~~	~~(a)*~~	~~The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect any~~
~~183~~		~~mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.~~
~~184~~	~~(b)*~~	~~The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instrument.~~
~~185~~		~~The Charterers undertake to comply, and provide such information and documents to enable the Owners to~~
~~186~~		~~comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and~~
~~187~~		~~maintenance of the Vessel as laid down in the Financial Instrument or as may be directed from time to time~~
~~188~~		~~during the currency of the Charter by the mortgagee(s) in conformity with the Financial Instrument. The~~
~~189~~		~~Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions~~
~~190 191~~		~~and provisions of the Financial Instrument and agree to acknowledge this in writing in any form that may be~~<br><br> <br>~~required by the mortgagee(s). The Owners warrant that they have not effected any mortgage(s) other than stated~~
~~192~~		~~in Box 28 and that they shall not agree to any amendment of the mortgage(s) referred to in Box 28 or effect any~~
~~193~~		~~other mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.~~
~~194~~		~~*(Optional, Clauses 12(a) and 12(b) are alternatives; indicate alternative agreed in Box 28).~~
195	13.	Insurance and Repairs (See also Clause 39 (Insurance))
196	(a)	Subject to Clause 39 (Insurance), d~~D~~uring the Charter Period the Vessel shall be kept insured in accordance with Clause 39 (Insurance) by the Charterers at their<br> expense against hull and
197		machinery, marine and (including blocking and trapping) war and Protection and Indemnity risks and<br><br><br><br><br> freight, demurrage and defence risks (and any risks against which it is compulsory to insure for the
198		operation of the Vessel, including but not limited to maintaining financial security in accordance with sub-clause 10(a)(iii))<br> in such
199		form as the Owners shall in writing approve.~~, which approval shall not be unreasonably withhe~~l~~d.~~ Such insurances
200		shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and the Owners’ Financiers
201		~~mortgagee(s)~~ (if any), and the Charterers shall be at<br> liberty to protect under such insurances the interests of any
202		managers they may appoint provided such manager has entered into a manager’s undertaking in form and substance acceptable to the ~~On~~Owners and the Owners’<br> Financiers (if any). Insurance policies shall cover the

PART II

		Owners, the Owners’ Financiers (if any) and the Charterers according to their
203		respective interests.
204		Subject to the provisions of the agreed loss payable clauses, ~~Financial Instrument, if any~~,<br> and the approval of the Owners and the insurers,
205		the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the
206		insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the
207		extent of coverage under the insurances herein provided for.
208		The Charterers also to remain responsible for and to effect repairs and settlement of costs and expenses incurred
209		thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible
210		franchise(s) or deductibles provided for in the insurances.
211		All time used for repairs under the provisions of sub-clause 13(a) ~~and for repairs of latent defects according to~~
212		~~C~~l~~ause 3(c) above~~, including any<br> deviation, shall be for the Charterers’ account.
213	(b)	~~If the conditions of the above insurances permit additional insurance to be placed by the parties, such cover shall~~
214		~~be limited to the amount for each party set out in Box 30 and Box 31, respectively.~~ The ~~Owners or the~~ Charterers
215		~~as the case may be~~ shall immediately furnish the ~~other party~~ Owners with particulars of any additional insurance effected,
216		including copies of any cover notes or policies and the written consent of the insurers of any such required
217		insurance in any case where the consent of such insurers is necessary. The Charterers hereby undertake that any additional insurances that<br> they arrange now or in the future will always be compliant with the terms of the underlying hull and machinery policies.
218	(c)	The Charterers shall upon the request of the Owners, provide information and promptly execute such documents
219		as may be required to enable the Owners to comply with the insurance provisions of the Financial Instrument (if any).
220	(d)	Subject to the provisions of the Financial Instruments and Clause 41.13 (Termination, Redelivery and Total Loss), if any, should<br> the Vessel become a Total Loss, ~~an actua~~l~~, constructive,~~
221		~~compromised or agreed total loss under the insurances required under sub-clause 13(a),~~ all insurance payments
222		for such loss shall be paid to the Owners (or, if applicable, the Owners’ Financiers in accordance with the terms of the relevant<br> loss payable clauses). ~~who shall distribute the moneys between the Owners and the Charterers~~
223		~~accord~~i~~ng to the~~i~~r respective~~ i~~nterests.~~ The Charterers undertake to notify the Owners and the Owners’ Financiers (if any), ~~and the mortgagee(s), if~~
224		~~any,~~of any occurrences in consequence of which the Vessel<br> is likely to become a T~~t~~otal L~~l~~oss ~~as defined in this~~
~~225~~		~~Clause.~~
~~226~~	~~(e)~~	~~The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to~~
~~227~~		~~enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss.~~
228	(f)	For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-
229		clause 13(a), the value of the Vessel is the sum indicated in Clause 39 (Insurance). ~~Box 29.~~
230	14.	Insurance, Repairs and Classification
~~231~~		~~(Optional, only to apply if expressly agreed and stated in Box 29, in which event Clause 13 shall be considered~~
~~232~~		~~deleted).~~
~~233~~	~~(a)~~	~~During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and~~
~~234~~		~~machinery and war risks under the form of policy or policies attached hereto. The Owners and/or insurers shall~~
~~235~~		~~not have any right of recovery or subrogation against the Charterers on account of loss of or any damage to the~~
~~236~~		~~Vessel or her machinery or appurtenances covered by such insurance, or on account of payments made to~~
~~237~~		~~discharge claims against or liabilities of the Vessel or the Owners covered by such insurance. Insurance policies~~
~~238~~		~~shall cover the Owners and the Charterers according to their respective interests.~~

PART II

~~239~~	~~(b)~~	~~During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against Protection~~
~~240~~		~~and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel,~~
~~241~~		~~including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall~~
~~242~~		~~in writing approve which approval shall not be unreasonably withheld.~~
~~243~~	~~(c)~~	~~In the event that any act or negligence of the Charterers shall vitiate any of the insurance herein provided, the~~
~~244~~		~~Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which~~
~~245~~		~~would otherwise have been covered by such insurance.~~
~~246~~	~~(d)~~	~~The Charterers shall, subject to the approval of the Owners or Owners’ Underwriters, effect all insured repairs,~~
~~247~~		~~and the Charterers shall undertake settlement of all miscellaneous expenses in connection with such repairs as~~
~~248~~		~~well as all insured charges, expenses and liabilities, to the extent of coverage under the insurances provided for~~
~~249~~		~~under the provisions of sub-clause 14(a).~~
~~250~~		~~The Charterers to be secured reimbursement through the Owners’ Underwriters for such expenditures upon~~
~~251~~		~~presentation of accounts.~~
~~252~~	~~(e)~~	~~The Charterers to remain responsible for and to effect repairs and settlement of costs and expenses incurred~~
~~253~~		~~thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible~~
~~254~~		~~franchise(s) or deductibles provided for in the insurances.~~
~~255~~	~~(f)~~	~~All time used for repairs under the provisions of sub-clauses 14(d) and 14(e) and for repairs of latent defects~~
~~256~~		~~according to Clause 3 above, including any deviation, shall be for the Charterers’ account and shall form part of~~
~~257~~		~~the Charter Period.~~
~~258~~		~~The Owners shall not be responsible for any expenses as are incident to the use and operation of the Vessel for~~
~~259~~		~~such time as may be required to make such repairs.~~
~~260~~	~~(g)~~	~~If the conditions of the above insurances permit additional insurance to be placed by the parties such cover shall~~
~~261~~		~~be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers~~
~~262~~		~~as the case may be shall immediately furnish the other party with particulars of any additional insurance effected,~~
~~263~~		~~including copies of any cover notes or policies and the written consent of the insurers of any such required~~
~~264~~		~~insurance in any case where the consent of such insurers is necessary.~~
~~265~~	~~(h)~~	~~Should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances~~
~~266~~		~~required under sub-clause 14(a), all insurance payments for such loss shall be paid to the Owners, who shall~~
~~267~~		~~distribute the moneys between themselves and the Charterers according to their respective interests.~~
~~268~~	~~(i)~~	~~If the Vessel becomes an actual, constructive, compromised or agreed total loss under the insurances arranged~~
~~269~~		~~by the Owners in accordance with sub-clause 14(a), this Charter shall terminate as of the date of such loss.~~
~~270~~	~~(j)~~	~~The Charterers shall upon the request of the Owners, promptly execute such documents as may be required to~~
~~271~~		~~enable the Owners to abandon the Vessel to the insurers and claim a constructive total loss.~~
~~272~~	~~(k)~~	~~For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-~~
~~273~~		~~clause 14(a), the value of the Vessel is the sum indicated in Box 29.~~
~~274~~	~~(l)~~	~~Notwithstanding anything contained in sub-clause 10(a), it is agreed that under the provisions of Clause 14, if~~
~~275~~		~~applicable, the Owners shall keep the Vessel’s Class fully up to date with the Classification Society indicated in~~
~~276~~		~~Box 10 and maintain all other necessary certificates in force at all times.~~
277	15.	Redelivery (See Clause 41.6 (Termination, Redelivery and Total Loss))
~~278~~		~~At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers to the Owners at a safe~~
~~279~~		~~and ice-free port or place as indicated in Box 16, in such ready safe berth as the Owners may direct. The~~
~~280~~		~~Charterers shall give the Owners not less than thirty (30) running days’ preliminary notice of expected date, range~~
~~281~~		~~of ports of redelivery or port or place of redelivery and not less than fourteen (14) running days’ definite notice~~

PART II

~~282~~	~~of expected date and port or place of redelivery.~~
~~283~~	~~Any changes thereafter in the Vessel’s position shall be notified immediately to the Owners.~~
---	---
~~284~~	~~The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding~~
---	---
~~285~~	~~ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel~~
---	---
~~286~~	~~within the Charter Period. Notwithstanding the above, should the Charterers fail to redeliver the Vessel within~~
---	---
~~287~~	~~the Charter Period, the Charterers shall pay the daily equivalent to the rate of hire stated in Box 22 plus 10 per~~
---	---
~~288~~	~~cent or to the market rate, whichever is the higher, for the number of days by which the Charter Period is~~
---	---
~~289~~	~~exceeded. All other terms, conditions and provisions of this Charter shall continue to apply.~~
---	---
~~290~~	~~Subject to the provisions of Clause 10, the Vessel shall be redelivered to the Owners in the same or as good~~
---	---
~~291~~	~~structure, state, condition and class as that in which she was delivered, fair wear and tear not affecting class~~
---	---
~~292~~	~~excepted.~~
---	---
~~293~~	~~The Vessel upon redelivery shall have her survey cycles up to date and trading and class certificates valid for at~~
---	---
~~294~~	~~least the number of months agreed in Box 17.~~
---	---
295	16.	Non-Lien
---	---	---
296	Save for Permitted Security Interest (if any), t~~T~~he Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their
---	---
297	agents, which might have priority over the title and interest of the Owners in the Vessel. The Charterers further
---	---
298	agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice
---	---
299	reading as follows:
---	---
300	“This Vessel is the property of (name of Owners). It is under charter to (name of Charterers) and by the terms of
---	---
301	the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or
---	---
302	permit to be imposed on the Vessel any lien whatsoever.” or a notice in such analogous<br> form as reasonably required by any Mortgagee (if any).
---	---
303	17.	Indemnity (See Clauses 38.3 (Possession of Vessel), 39.16 (Insurance), 39.17 (Insurance), 39.18 (Insurance), 41.4 (Termination, Redelivery<br> and Total Loss), 54 (Indemnities) and 56.4 (Increased Costs))
---	---	---
~~304~~	~~(a)~~	~~The Charterers shall indemnify the Owners against any loss, damage or expense incurred by the Owners arising~~
---	---	---
~~305~~	~~out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature~~
---	---
~~306~~	~~arising out of an event occurring during the Charter Period. If the Vessel be arrested or otherwise detained by~~
---	---
~~307~~	~~reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their~~
---	---
~~308~~	~~own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including~~
---	---
~~309~~	~~the provision of bail.~~
---	---
~~310~~	~~Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all~~
---	---
~~311~~	~~consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.~~
---	---
~~312~~	~~(b)~~	~~If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners~~
---	---	---
~~313~~	~~shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released,~~
---	---
~~314~~	~~including the provision of bail.~~
---	---
~~315~~	~~In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense incurred~~
---	---
~~316~~	~~by the Charterers (including hire paid under this Charter) as a direct consequence of such arrest or detention.~~
---	---
317	18.	Lien
---	---	---
318	The Owners shall~~to~~ have a<br> lien upon all cargoes, sub-hires and sub-freights belonging or due to the Charterers or any
---	---
319	sub-charterers and any Bill of Lading freight for all claims under this Charter~~, and the Charterers to have a lien on~~
---	---
~~320~~	~~the Vessel for all moneys paid in advance and not earned~~.
---	---

PART II

321	19.	Salvage
322	All salvage and towage performed by the Vessel shall be for the Charterers’ benefit and the cost of repairing
---	---
323	damage occasioned thereby shall be borne by the Charterers.
---	---
324	20.	Wreck Removal
---	---	---
325	In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the
---	---
326	Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence
---	---
327	of the Vessel becoming a wreck or obstruction to navigation.
---	---
328	21.	General Average
---	---	---
329	The Owners shall not contribute to General Average.
---	---
330	22.	Assignment~~, Sub-Charter and Sale~~ (See Clause 64 (Assignment and Transfer))
---	---	---
~~331~~	~~(a)~~	~~The Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior~~
---	---	---
~~332~~	~~consent in writing of the Owners, which shall not be unreasonably withheld, and subject to such terms and~~
---	---
~~333~~	~~conditions as the Owners shall approve.~~
---	---
~~334~~	~~(b)~~	~~The Owners shall not sell the Vessel during the currency of this Charter except with the prior written consent of~~
---	---	---
~~335~~	~~the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting an assignment of~~
---	---
~~336~~	~~this Charter.~~
---	---
337	23.	Contracts of Carriage
---	---	---
338	(a)*	The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and
---	---	---
339	conditions agreed in respect of carriage of goods shall contain a paramount clause incorporating any legislation
---	---
340	relating to carrier’s liability for cargo compulsorily applicable in the trade; if no such legislation exists, the
---	---
341	documents shall incorporate the Hague-Visby Rules. The documents shall also contain the New Jason Clause and
---	---
342	the Both-to-Blame Collision Clause.
---	---
~~343~~	~~(b)*~~	~~The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage of~~
---	---	---
~~344~~	~~passengers and their luggage under this Charter shall contain a paramount clause incorporating any legislation~~
---	---
~~345~~	~~relating to carrier’s liability for passengers and their luggage compulsorily applicable in the trade; if no such~~
---	---
~~346~~	~~legislation exists, the passenger tickets shall incorporate the Athens Convention Relating to the Carriage of~~
---	---
~~347~~	~~Passengers and their Luggage by Sea, 1974, and any protocol thereto.~~
---	---
~~348~~	~~*Delete as applicable.~~
---	---
349	24.	~~Bank~~ Corporate Guarantee
---	---	---
350	~~(Optional, only to apply if Box 27 filled in)~~
---	---
351	The Charterers undertake to furnish, on or about the date of this Charter, ~~before delivery of the Vessel, a first class bank guarantee or bond in the~~
---	---
352	~~sum and at the place as indicated in Box 27 as~~ a<br> corporate guarantee from the Guarantor as guarantee and the other Security Documents (if not already earlier entered into)<br> for full performance of their obligations under this
---	---
353	Charter.
---	---
354	25.	Requisition/Acquisition
---	---	---
355	(a)	Subject to the provisions of the Financial Instruments (if any )<br> and the General Assignment, i~~I~~n the event of the Requisition for Hire of the Vessel by any governmental or other competent authority
---	---	---
356	(hereinafter referred to as “Requisition for Hire”) irrespective of the date during the Charter Period when
---	---
357	“Requisition for Hire” may occur and irrespective of the length thereof and whether or not it be for an indefinite
---	---
358	or a limited period of time, and irrespective of whether it may or will remain in force for the remainder of the
---	---
359	Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated
---	---
360	and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time
---	---

PART II

361	when the Charter would have terminated pursuant to any of the provisions hereof. ~~always provided however that~~
~~362~~	~~in the event of “Requisition for Hire” any Requisition Hire or compensation received or receivable by the Owners~~
---	---
~~363~~	~~shall be payable to the Charterers during the remainder of the Charter Period or the period of the “Requisition~~
---	---
~~364~~	~~for Hire” whichever be the shorter.~~
---	---
365	(b)	Subject to the other provisions of this Charter and the Financial Instruments<br> (if any) i~~I~~n the event of the Owners<br> being deprived of their ownership in the Vessel by any Compulsory Acquisition of the
---	---	---
366	Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as
---	---
367	“Compulsory Acquisition”), then, irrespective of the date during the Charter Period when “Compulsory
---	---
368	Acquisition” may occur, this Charter shall be deemed terminated as of the date of such “Compulsory Acquisition”.
---	---
369	In such event Charter Hire to be considered as earned and ~~to~~ shall be paid up to the date and time of such “Compulsory
---	---
370	Acquisition”.
---	---
371	26.	War
---	---	---
372	(a)	For the purpose of this Clause, the words “War Risks” shall include any war (whether actual or threatened), act
---	---	---
373	of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines
---	---
374	(whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades
---	---
375	(whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or
---	---
376	against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or
---	---
377	the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous
---	---
378	to the Vessel, her cargo, crew or other persons on board the Vessel.
---	---
379	(b)	The Vessel, ~~unless the wri~~tt~~en consent of the Owners be~~ fi~~rst obtained,~~ unless trading within the limits and safe places in accordance with The Approved Sub-charter and the Charterer has effected the additional premium required by the Vessels insurers<br> and prior notice has been given to the Owners about the details of the itinerary and the additional insurances of the Vessel, shall not continue to or go through any
---	---	---
380	port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that
---	---
381	the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners,
---	---
382	may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which
---	---
383	only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, the Owners shall have
---	---
384	the right to require the Vessel to leave such area.
---	---
385	(c)	The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed
---	---	---
386	on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or
---	---
387	against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject,
---	---
388	or is likely to be subject to a belligerent’s right of search and/or confiscation.
---	---
~~389~~	~~(d)~~	~~If the insurers of the war risks insurance, when Clause 14 is applicable, should require payment of premiums~~
---	---	---
~~390~~	~~and/or calls because, pursuant to the Charterers’ orders, the Vessel is within, or is due to enter and remain within,~~
---	---
~~391~~	~~any area or areas which are specified by such insurers as being subject to additional premiums because of War~~
---	---
~~392~~	~~Risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as~~
---	---
~~393~~	~~the next payment of hire is due.~~
---	---
394	(e)	The Charterers shall have the liberty:
---	---	---
395	(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in
---	---
396	convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which
---	---
397	are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or
---	---
398	group whatsoever acting with the power to compel compliance with their orders or directions;
---	---
399	(ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the
---	---
400	authority to give the same under the terms of the war risks insurance;
---	---

PART II

401	(iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of
402	the European Community, the effective orders of any other Supranational body which has the right to issue and
---	---
403	give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey
---	---
404	the orders and directions of those who are charged with their enforcement.
---	---
405	(f)	In the event of outbreak of war ~~(whether there be a declaration of war or not)~~
---	---	---
~~406~~	~~(i) between any two or more of the following countries: the United States of America; Russia; the United Kingdom;~~
---	---
~~407~~	~~France; and the People’s Republic of China,~~
---	---
~~408~~	~~(ii) between any two or more of the countries stated in Box 36, both the Owners and the Charterers shall have~~
---	---
~~409~~	~~the right to cancel this Charter, whereupon the Charterers shall redeliver the Vessel to the Owners in accordance~~
---	---
~~410~~	~~with Clause 15, if the Vessel has cargo on board after discharge thereof at destination, or if debarred under this~~
---	---
~~411~~	~~Clause from reaching or entering it at a near, open and safe port as directed by the Owners, or if the Vessel has~~
---	---
~~412~~	~~no cargo on board, at the port at which the Vessel then is or if at sea at a near, open and safe port as directed by~~
---	---
413	~~the Owners. In all cases~~ hire shall continue to be paid in accordance<br> with Clause 11 ~~and except as aforesaid~~ all
---	---
414	other provisions of this Charter shall apply until ~~redelivery~~the end of the Charter Period.
---	---
415	27.	Commission
---	---	---
~~416~~	~~The Owners to pay a commission at the rate indicated in Box 33 to the Brokers named in Box 33 on any hire paid~~
---	---
~~417~~	~~under the Charter. If no rate is indicated in Box 33, the commission to be paid by the Owners shall cover the~~
---	---
~~418~~	~~actual expenses of the Brokers and a reasonable fee for their work.~~
---	---
~~419~~	~~If the full hire is not paid owing to breach of the Charter by either of the parties the party liable therefor shall~~
---	---
~~420~~	~~indemnify the Brokers against their loss of commission.~~
---	---
~~421~~	~~Should the parties agree to cancel the Charter, the Owners shall indemnify the Brokers against any loss of~~
---	---
~~422~~	~~commission but in such case the commission shall not exceed the brokerage on one year’s hire.~~
---	---
423	28.	Termination (See Clauses 41 (Termination, Redelivery and Total Loss) and 49 (Termination Events))
---	---	---
~~424~~	~~(a)~~	~~Charterers’ Default~~
---	---	---
~~425~~	~~The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter~~
---	---
~~426~~	~~with immediate effect by written notice to the Charterers if:~~
---	---
~~427~~	~~(i) the Charterers fail to pay hire in accordance with Clause 11. However, where there is a failure to make punctual~~
---	---
~~428~~	~~payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers or their bankers,~~
---	---
~~429~~	~~the Owners shall give the Charterers written notice of the number of clear banking days stated in Box 34 (as~~
---	---
~~430~~	~~recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such~~
---	---
~~431~~	~~number of days following the Owners’ notice, the payment shall stand as regular and punctual.~~
---	---
~~432~~	~~Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners’~~
---	---
~~433~~	~~notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and~~
---	---
~~434~~	~~terminate the Charter without further notice;~~
---	---
~~435~~	~~(ii) the Charterers fail to comply with the requirements of:~~
---	---
~~436~~	~~(1) Clause 6 (Trading Restrictions)~~
---	---
~~437~~	~~(2) Clause 13(a) (Insurance and Repairs)~~
---	---
~~438~~	~~provided that the Owners shall have the option, by written notice to the Charterers, to give the Charterers a~~
---	---
~~439~~	~~specified number of days grace within which to rectify the failure without prejudice to the Owners’ right to~~
---	---
~~440~~	~~withdraw and terminate under this Clause if the Charterers fail to comply with such notice;~~
---	---

PART II

~~441~~	~~(iii) the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance~~
~~442~~	~~and Repairs) as soon as practically possible after the Owners have requested them in writing so to do and in any~~
---	---
~~443~~	~~event so that the Vessel’s insurance cover is not prejudiced.~~
---	---
~~444~~	~~(b)~~	~~Owners’ Default~~
---	---	---
~~445~~	~~If the Owners shall by any act or omission be in breach of their obligations under this Charter to the extent that~~
---	---
~~446~~	~~the Charterers are deprived of the use of the Vessel and such breach continues for a period of fourteen (14)~~
---	---
~~447~~	~~running days after written notice thereof has been given by the Charterers to the Owners, the Charterers shall~~
---	---
~~448~~	~~be entitled to terminate this Charter with immediate effect by written notice to the Owners.~~
---	---
~~449~~	~~(c)~~	~~Loss of Vessel~~
---	---	---
~~450~~	~~This Charter shall be deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive~~
---	---
~~451~~	~~or compromised or arranged total loss. For the purpose of this sub-clause, the Vessel shall not be deemed to be~~
---	---
~~452~~	~~lost unless she has either become an actual total loss or agreement has been reached with her underwriters in~~
---	---
~~453~~	~~respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is~~
---	---
~~454~~	~~not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred.~~
---	---
~~455~~	~~(d)~~	~~Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party~~
---	---	---
~~456~~	~~in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or~~
---	---
~~457~~	~~bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver~~
---	---
~~458~~	~~is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or~~
---	---
~~459~~	~~composition with its creditors.~~
---	---
~~460~~	~~(e)~~	~~The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to~~
---	---	---
~~461~~	~~the date of termination and to any claim that either party might have.~~
---	---
462	29.	Repossession (See also Clauses 41 (Termination, Redelivery and Total Loss) and 49 (Termination Events)). In the event the Vessel is due for redelivery pursuant to Clause 41.6 (Termination, Redelivery and Total Loss) or Owners have made a request for redelivery of the Vessel in accordance with the applicable provisions of Clause 41.10 (Termination, Redelivery and Total Loss),
---	---	---
463	~~In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28,~~ the
---	---
464	Owners shall have the right to repossess the Vessel from the Charterers at her current or next port of call, or at
---	---
465	a port or place convenient to them without hindrance or interference by the Charterers, courts or local
---	---
466	authorities. Pending physical repossession of the Vessel in accordance with this Clause 29, the Charterers shall
---	---
467	hold the Vessel as gratuitous bailee only to the Owners and the Charterers shall procure<br> that the master and crew follow the directions of the Owners (but always provided that the safety of the Vessel and its crew shall not be materially and adversely compromised). ~~The Owners shall arrange for an authorised~~
---	---
~~468~~	~~representative to board the Vessel as soon as reasonably practicable following the termination of the Charter.~~
---	---
~~469~~	~~The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the~~
---	---
470	~~Vessel by the Owners’ representative.~~ All<br> arrangements and expenses relating to the settling of wages,
---	---
471	disembarkation and repatriation of the Charterers’ Master, officers and crew shall be the sole responsibility of
---	---
472	the Charterers.
---	---
473	30.	Dispute Resolution (See Clause 66 (Governing Law and Enforcement))
---	---	---
~~474~~	~~(a)*~~	~~This Contract shall be governed by and construed in accordance with English law and any dispute arising out of~~
---	---	---
~~475~~	~~or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration~~
---	---
~~476~~	~~Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the~~
---	---
~~477~~	~~provisions of this Clause.~~
---	---
~~478~~	~~The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA)~~
---	---
~~479~~	~~Terms current at the time when the arbitration proceedings are commenced.~~
---	---
~~480~~	~~The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its~~
---	---

PART II

~~481~~	~~arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint~~
~~482~~	~~its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole~~
---	---
~~483~~	~~arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14~~
---	---
~~484~~	~~days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within~~
---	---
~~485~~	~~the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further~~
---	---
~~486~~	~~prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.~~
---	---
~~487~~	~~The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.~~
---	---
~~488~~	~~Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the~~
---	---
~~489~~	~~appointment of a sole arbitrator.~~
---	---
~~490~~	~~In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the~~
---	---
~~491~~	~~parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure~~
---	---
~~492~~	~~current at the time when the arbitration proceedings are commenced.~~
---	---
~~493~~	~~(b)*~~	~~This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the~~
---	---	---
~~494~~	~~Maritime Law of the United States and any dispute arising out of or in connection with this Contract shall be~~
---	---
~~495~~	~~referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the~~
---	---
~~496~~	~~two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any~~
---	---
~~497~~	~~award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be~~
---	---
~~498~~	~~conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.~~
---	---
~~499~~	~~In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the~~
---	---
~~500~~	~~parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure~~
---	---
~~501~~	~~of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced.~~
---	---
~~502~~	~~(c)*~~	~~This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by~~
---	---	---
~~503~~	~~the parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a~~
---	---
~~504~~	~~mutually agreed place, subject to the procedures applicable there.~~
---	---
~~505~~	~~(d)~~	~~Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference~~
---	---	---
~~506~~	~~and/or dispute arising out of or in connection with this Contract.~~
---	---
~~507~~	~~In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the~~
---	---
~~508~~	~~following shall apply:~~
---	---
~~509~~	~~(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation~~
---	---
~~510~~	~~by service on the other party of a written notice (the “Mediation Notice”) calling on the other party to agree to~~
---	---
~~511~~	~~mediation.~~
---	---
~~512~~	~~(ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they~~
---	---
~~513~~	~~agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days,~~
---	---
~~514~~	~~failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal~~
---	---
~~515~~	~~(“the Tribunal”) or such person as the Tribunal may designate for that purpose. The mediation shall be conducted~~
---	---
~~516~~	~~in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event~~
---	---
~~517~~	~~of disagreement, as may be set by the mediator.~~
---	---
~~518~~	~~(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and~~
---	---
~~519~~	~~may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.~~
---	---
~~520~~	~~(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers~~
---	---
~~521~~	~~necessary to protect its interest.~~
---	---
~~522~~	~~(v) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall~~
---	---
~~523~~	~~continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account~~
---	---

PART II

~~524~~	~~when setting the timetable for steps in the arbitration.~~
~~525~~	~~(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in~~
---	---
~~526~~	~~the mediation and the parties shall share equally the mediator’s costs and expenses.~~
---	---
~~527~~	~~(vii) The mediation process shall be without prejudice and confidential and no information or documents~~
---	---
~~528~~	~~disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law~~
---	---
~~529~~	~~and procedure governing the arbitration.~~
---	---
~~530~~	~~(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)~~
---	---
~~531~~	~~(e)~~	~~If Box 35 in Part I is not appropriately filled in, sub-clause 30(a) of this Clause shall apply. Sub-clause 30(d) shall~~
---	---	---
~~532~~	~~apply in all cases.~~
---	---
~~533~~	~~*Sub-clauses 30(a), 30(b) and 30(c) are alternatives; indicate alternative agreed in Box 35.~~
---	---
534	31.	Notices (See Clause 44 (Notices))
---	---	---
~~535~~	~~(a)~~	~~Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex,~~
---	---	---
~~536~~	~~registered or recorded mail or by personal service.~~
---	---
~~537~~	~~(b)~~	~~The address of the Parties for service of such communication shall be as stated in Boxes 3 and 4 respectively.~~
---	---	---

PART III

~~1~~	~~1.~~	~~Specifications and Building Contract~~
~~2~~	~~(a)~~	~~The Vessel shall be constructed in accordance with the Building Contract (hereafter called “the Building Contract”)~~
---	---	---
~~3~~	~~as annexed to this Charter, made between the Builders and the Owners and in accordance with the specifications~~
---	---
~~4~~	~~and plans annexed thereto, such Building Contract, specifications and plans having been counter-signed as~~
---	---
~~5~~	~~approved by the Charterers.~~
---	---
~~6~~	~~(b)~~	~~No change shall be made in the Building Contract or in the specifications or plans of the Vessel as approved by~~
---	---	---
~~7~~	~~the Charterers as aforesaid, without the Charterers’ consent.~~
---	---
~~8~~	~~(c)~~	~~The Charterers shall have the right to send their representative to the Builders’ Yard to inspect the Vessel during~~
---	---	---
~~9~~	~~the course of her construction to satisfy themselves that construction is in accordance with such approved~~
---	---
~~10~~	~~specifications and plans as referred to under sub-clause (a) of this Clause.~~
---	---
~~11~~	~~(d)~~	~~The Vessel shall be built in accordance with the Building Contract and shall be of the description set out therein.~~
---	---	---
~~12~~	~~Subject to the provisions of sub-clause 2(c)(ii) hereunder, the Charterers shall be bound to accept the Vessel from~~
---	---
~~13~~	~~the Owners, completed and constructed in accordance with the Building Contract, on the date of delivery by the~~
---	---
~~14~~	~~Builders. The Charterers undertake that having accepted the Vessel they will not thereafter raise any claims~~
---	---
~~15~~	~~against the Owners in respect of the Vessel’s performance or specification or defects, if any.~~
---	---
~~16~~	~~Nevertheless, in respect of any repairs, replacements or defects which appear within the first 12 months from~~
---	---
~~17~~	~~delivery by the Builders, the Owners shall endeavour to compel the Builders to repair, replace or remedy any~~
---	---
~~18~~	~~defects or to recover from the Builders any expenditure incurred in carrying out such repairs, replacements or~~
---	---
~~19~~	~~remedies.~~
---	---
~~20~~	~~However, the Owners’ liability to the Charterers shall be limited to the extent the Owners have a valid claim~~
---	---
~~21~~	~~against the Builders under the guarantee clause of the Building Contract (a copy whereof has been supplied to~~
---	---
~~22~~	~~the Charterers). The Charterers shall be bound to accept such sums as the Owners are reasonably able to recover~~
---	---
~~23~~	~~under this Clause and shall make no further claim on the Owners for the difference between the amount(s) so~~
---	---
~~24~~	~~recovered and the actual expenditure on repairs, replacement or remedying defects or for any loss of time~~
---	---
~~25~~	~~incurred.~~
---	---
~~26~~	~~Any liquidated damages for physical defects or deficiencies shall accrue to the account of the party stated in Box~~
---	---
~~27~~	~~41(a) or if not filled in shall be shared equally between the parties.~~
---	---
~~28~~	~~The costs of pursuing a claim or claims against the Builders under this Clause (including any liability to the Builders)~~
---	---
~~29~~	~~shall be borne by the party stated in Box 41(b) or if not filled in shall be shared equally between the parties.~~
---	---
~~30~~	~~2.~~	~~Time and Place of Delivery~~
---	---	---
~~31~~	~~(a)~~	~~Subject to the Vessel having completed her acceptance trials including trials of cargo equipment in accordance~~
---	---	---
~~32~~	~~with the Building Contract and specifications to the satisfaction of the Charterers, the Owners shall give and the~~
---	---
~~33~~	~~Charterers shall take delivery of the Vessel afloat when ready for delivery and properly documented at the~~
---	---
~~34~~	~~Builders’ Yard or some other safe and readily accessible dock, wharf or place as may be agreed between the~~
---	---
~~35~~	~~parties hereto and the Builders. Under the Building Contract the Builders have estimated that the Vessel will be~~
---	---
~~36~~	~~ready for delivery to the Owners as therein provided but the delivery date for the purpose of this Charter shall~~
---	---
~~37~~	~~be the date when the Vessel is in fact ready for delivery by the Builders after completion of trials whether that~~
---	---
~~38~~	~~be before or after as indicated in the Building Contract. The Charterers shall not be entitled to refuse acceptance~~
---	---
~~39~~	~~of delivery of the Vessel and upon and after such acceptance, subject to Clause 1(d), the Charterers shall not be~~
---	---
~~40~~	~~entitled to make any claim against the Owners in respect of any conditions, representations or warranties,~~
---	---
~~41~~	~~whether express or implied, as to the seaworthiness of the Vessel or in respect of delay in delivery.~~
---	---

PART III

~~42~~	~~(b)~~	~~If for any reason other than a default by the Owners under the Building Contract, the Builders become entitled~~
~~43~~	~~under that Contract not to deliver the Vessel to the Owners, the Owners shall upon giving to the Charterers~~
---	---
~~44~~	~~written notice of Builders becoming so entitled, be excused from giving delivery of the Vessel to the Charterers~~
---	---
~~45~~	~~and upon receipt of such notice by the Charterers this Charter shall cease to have effect.~~
---	---
~~46~~	~~(c)~~	~~If for any reason the Owners become entitled under the Building Contract to reject the Vessel the Owners shall,~~
---	---	---
~~47~~	~~before exercising such right of rejection, consult the Charterers and thereupon~~
---	---
~~48~~	~~(i) if the Charterers do not wish to take delivery of the Vessel they shall inform the Owners within seven (7)~~
---	---
~~49~~	~~running days by notice in writing and upon receipt by the Owners of such notice this Charter shall cease~~
---	---
~~50~~	~~to have effect; or~~
---	---
~~51~~	~~(ii) if the Charterers wish to take delivery of the Vessel they may by notice in writing within seven (7)~~
---	---
~~52~~	~~running days require the Owners to negotiate with the Builders as to the terms on which delivery should~~
---	---
~~53~~	~~be taken and/or refrain from exercising their right to rejection and upon receipt of such notice the~~
---	---
~~54~~	~~Owners shall commence such negotiations and/ or take delivery of the Vessel from the Builders and~~
---	---
~~55~~	~~deliver her to the Charterers;~~
---	---
~~56~~	~~(iii) in no circumstances shall the Charterers be entitled to reject the Vessel unless the Owners are able to~~
---	---
~~57~~	~~reject the Vessel from the Builders;~~
---	---
~~58~~	~~(iv) if this Charter terminates under sub-clause (b) or (c) of this Clause, the Owners shall thereafter not be~~
---	---
~~59~~	~~liable to the Charterers for any claim under or arising out of this Charter or its termination.~~
---	---
~~60~~	~~(d)~~	~~Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing a~~
---	---	---
~~61~~	~~claim therefor shall accrue to the account of the party stated in Box 41(c) or if not filled in shall be shared~~
---	---
~~62~~	~~equally between the parties.~~
---	---
~~63~~	~~3.~~	~~Guarantee Works~~
---	---	---
~~64~~	~~If not otherwise agreed, the Owners authorise the Charterers to arrange for the guarantee works to be~~
---	---
~~65~~	~~performed in accordance with the building contract terms, and hire to continue during the period of guarantee~~
---	---
~~66~~	~~works. The Charterers have to advise the Owners about the performance to the extent the Owners may request.~~
---	---
~~67~~	~~4.~~	~~Name of Vessel~~
---	---	---
~~68~~	~~The name of the Vessel shall be mutually agreed between the Owners and the Charterers and the Vessel shall be~~
---	---
~~69~~	~~painted in the colours, display the funnel insignia and fly the house flag as r~~~~equired by the Charterers.~~
---	---
~~70~~	~~5.~~	~~Survey on Redelivery~~
---	---	---
~~71~~	~~The Owners and the Charterers shall appoint surveyors for the purpose of determining and agreeing in writing~~
---	---
~~72~~	~~the condition of the Vessel at the time of redelivery.~~
---	---
~~73~~	~~Without prejudice to Clause 15 (Part II), the Charterers shall bear all survey expenses and all other costs, if any,~~
---	---
~~74~~	~~including the cost of docking and undocking, if required, as well as all repair costs incurred. The Charterers shall~~
---	---
~~75~~	~~also bear all loss of time spen~~~~t in connection with any docking and undocking as well as repairs, which shall be~~
---	---
~~76~~	~~paid at the rate of hire per day or pro rata.~~
---	---

PART IV

~~1~~	~~On expiration of this Charter and provided the Charterers have fulfilled their obligations according to Part I and~~
~~2~~	~~II as well as Part III, if applicable, it is agreed, that on payment of the final payment of hire as per Clause 11 the~~
---	---
~~3~~	~~Charterers have purchased the Vessel with everything belonging to her and the Vessel is fully paid for.~~
---	---
~~4~~	~~In the following paragraphs the Owners are referred to as the Sellers and the Charterers as the Buyers.~~
---	---
~~5~~	~~The Vessel shall be delivered by the Sellers and taken over by the Buyers on expiration of the Charter.~~
---	---
~~6~~	~~The Sellers guarantee that the Vessel, at the time of delivery, is free from all encumbrances and maritime liens~~
---	---
~~7~~	~~or any debts whatsoever other than those arising from anything done or not done by the Buyers or any existing~~
---	---
~~8~~	~~mortgage agreed not to be paid off by the time of delivery. Should any claims, which have been incurred prior to~~
---	---
~~9~~	~~the time of delivery be made against the Vessel, the Sellers hereby undertake to indemnify the Buyers against all~~
---	---
~~10~~	~~consequences of such claims to the extent it can be proved that the Sellers are responsible for such claims. Any~~
---	---
~~11~~	~~taxes, notarial, consular and other charges and expenses connected with the purchase and registration under~~
---	---
~~12~~	~~Buyers’ flag, shall be for Buyers’ account. Any taxes, consular and other charges and expenses connected with~~
---	---
~~13~~	~~closing of the Sellers’ register, shall be for Sellers’ account.~~
---	---
~~14~~	~~In exchange for payment of the last month’s hire instalment the Sellers shall furnish the Buyers with a Bill of Sale~~
---	---
~~15~~	~~duly attested and legalized, together with a certificate setting out the registered encumbrances, if any. On~~
---	---
~~16~~	~~delivery of the Vessel the Sellers shall provide for deletion of the Vessel from the Ship’s Register and deliver a~~
---	---
~~17~~	~~certificate of deletion to the Buyers.~~
---	---
~~18~~	~~The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates (for hull, engines, anchors,~~
---	---
~~19~~	~~chains, etc.), as well as all plans which may be in Sellers’ possession.~~
---	---
~~20~~	~~The Wireless Installation and Nautical Instruments, unless on hire, shall be included in the sale without any extra~~
---	---
~~21~~	~~payment.~~
---	---
~~22~~	~~The Vessel with everything belonging to her shall be at Sellers’ risk and expense until she is delivered to the~~
---	---
~~23~~	~~Buyers, subject to the conditions of this Contract and the Vessel with everything belonging to her shall be~~
---	---
~~24~~	~~delivered and taken over as she is at the time of delivery, after which the Sellers shall have no responsibility for~~
---	---
~~25~~	~~possible faults or deficiencies of any description.~~
---	---
~~26~~	~~The Buyers undertake to pay for the repatriation of the Master, officers and other personnel if appointed by the~~
---	---
~~27~~	~~Sellers to the port where the Vessel entered the Bareboat Charter as per Clause 3 (Part II) or to pay the equivalent~~
---	---
~~28~~	~~cost for their journey to any other place.~~
---	---

PART V

~~1.~~	~~1.~~	~~Definitions~~
~~2~~	~~For the purpose of this PART V, the following terms shall have the meanings hereby assigned to them:~~
---	---
~~3~~	~~“The Bareboat Charter Registry” shall mean the registry of the State whose flag the Vessel will fly and in which~~
---	---
~~4~~	~~the Charterers are registered as the bareboat charterers during the period of the Bareboat Charter.~~
---	---
~~5~~	~~“The Underlying Registry” shall mean the registry of the state in which the Owners of the Vessel are registered~~
---	---
~~6~~	~~as Owners and to which jurisdiction and c~~~~ontrol of the Vessel will revert upon termination of the Bareboat~~
---	---
~~7~~	~~Charter Registration.~~
---	---
~~8~~	~~2.~~	~~Mortgage~~
---	---	---
~~9~~	~~The Vessel chartered under this Charter is financed by a mortgage and the provisions of Clause 12(b) (Part II)~~
---	---
~~10~~	~~shall apply.~~
---	---
~~11~~	~~3.~~	~~Termination of Charter by Default~~
---	---	---
~~12~~	~~If the Vessel chartered under this Charter is registered in a Bareboat Charter Registry as stated in Box 44, and if~~
---	---
~~13~~	~~the Owners shall default in the payment of any amounts due under the mortgage(s) specified in Box 28, the~~
---	---
~~14~~	~~Charterers shall, if so required by the mortgagee, direct the Owners to re-register the Vessel in the Underlying~~
---	---
~~15~~	~~Registry as shown in Box 45.~~
---	---
~~16~~	~~In the event of the Vessel being deleted from the Bareboat Charter Registry as stated in Box 44, due to a default~~
---	---
~~17~~	~~by the Owners in the payment of any amounts due under the mortgage(s), the Charterers shall have the right to~~
---	---
~~18~~	~~terminate this Charter forthwith and without prejudice to any other claim they may have against the Owners~~
---	---
~~19~~	~~under this Charter.~~
---	---

EXECUTION VERSION

ADDITIONAL CLAUSES TO BARECON 2001 DATED	2025

CLAUSE 32 – CHARTER PERIOD

32.1	The period of this Charter (the "Charter Period") shall, subject to the terms of this Charter, continue for a period of one hundred and twenty (120) months starting<br> from the Commencement Date.
32.2	Notwithstanding the fact that the Charter Period shall commence on the Commencement Date, this Charter shall be:
---	---
(a)	in full force and effect; and
---	---
(b)	valid, binding and enforceable against the parties hereto, with effect from the date hereof until the end of the Charter Period (subject to the terms of this Charter).
---	---

CLAUSE 33 – CANCELLATION

33.1	If:
(a)	the Vessel is not delivered by the Charterers as sellers to the Owners as buyers under the MOA by the Cancelling Date (or such later date as the parties to the MOA may agree); or
---	---
(b)	the MOA expires, is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason (in whole or in part), then this Charter shall immediately terminate and<br> be cancelled (without prejudice to Clause 54 – (Indemnities) and without the need for either the Owners or the Charterers to take any action whatsoever), provided that the Owners shall be entitled to<br> retain all fees and expenses paid by the Charterers pursuant to Clause 42 – (Fees and Expenses) (and without prejudice to Clause 42 – (Fees and Expenses) and<br> any clause of the MOA, if such fees have not been paid, the Charterers shall forthwith pay such fees and expenses to the Owners in accordance with Clause 42 – (Fees and Expenses) and such payment<br> shall be irrevocable and unconditional and is acknowledged by the Charterers to be proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners' risk of the Charterers failing to<br> perform its obligations under this Charter. For the avoidance of doubt, the termination of this Charter shall not prejudice the operation of any provision of any Leasing Document which is expressed to survive the termination or cancellation<br> of this Charter).
---	---

CLAUSE 34 – DELIVERY AND CHARTER OF VESSEL

34.1	This Charter is part of a transaction involving the sale, purchase and charter back of the Vessel and constitutes one of the Leasing Documents.
34.2	The obligation of the Owners to charter the Vessel to the Charterers hereunder is subject to and conditional upon:
---	---
1
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(a)	the delivery to and acceptance by the Owners as buyers of the Vessel under the MOA;
(b)	no Potential Termination Event or Termination Event having occurred which is continuing from the date of this Charter to the last day of the Charter Period (inclusive);
---	---
(c)	the representations and warranties contained in Clause 45 – (Representations and Warranties) being true and correct on the date hereof and each day thereafter until<br> and including the last date of the Charter Period;
---	---
(d)	the Delivery occurring on or before the Cancelling Date; and
---	---
(e)	the Owners having received from the Charterers:
---	---
(i)	prior to the issuance of the Payment Notice by the Charterers (in their capacity as sellers under the MOA) to the Owners (in their capacity as buyers under the MOA), the documents or evidence set out in Part<br> A of Schedule 2 in form and substance satisfactory to them; and
---	---
(ii)	on the Commencement Date and prior to or simultaneously with the Owners executing a dated and timed copy of the protocol of delivery and acceptance evidencing delivery of the Vessel under the MOA and a dated<br> and timed copy of the Acceptance Certificate, the documents or evidence set out in Part B of Schedule 2 in form and substance satisfactory to them, and if any of the documents listed in Schedule 2 are not in the English language then, where<br> required by the Owners, they shall be accompanied by a certified English translation.
---	---
34.3	The conditions precedent specified in Clause 34.2(e) are inserted for the sole benefit of the Owners and may be waived or deferred in whole or in part and with or without conditions by the Owners.
---	---
34.4	On the delivery to and acceptance by the Owners (in their capacity as buyers) of the Vessel from the Charterers (in their capacity as sellers) under the MOA, the Vessel shall be deemed to have been delivered<br> to, and accepted without reservation by, the Charterers under this Charter and the Charterers shall become and be entitled to the possession and use of the Vessel on and subject to the terms and conditions of this Charter on the same day as<br> the delivery date of the Vessel under the MOA.
---	---
34.5	On Delivery, as evidence of the commencement of the Charter Period, the Charterers shall sign and deliver to the Owners, the Acceptance Certificate. The Charterers shall be deemed to have accepted the Vessel<br> under this Charter, and the commencement of the Charter Period having started, on Delivery even if, for whatever reason, the Acceptance Certificate is not signed and/or the Charterers do not take actual possession of the Vessel at that<br> time.
---	---
34.6	The Charterers shall not be entitled for any reason whatsoever to refuse to accept delivery of the Vessel under this Charter once the Vessel has been delivered to and accepted by the Owners (in their capacity<br> as buyers) from the Charterers (in their capacity as sellers) under the MOA, and the Owners shall not be liable for any losses, costs or expenses whatsoever or howsoever arising including without limitation, any loss of profit or any loss<br> or otherwise:
---	---
2
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(a)	resulting directly or indirectly from any defect or alleged defect in the Vessel (including but not limited to any deficiency in seaworthiness, merchantability, classification, condition, design, quality,<br> operation, performance, capacity or fitness for use or the eligibility of the Vessel for any particular trade or operation) or any failure of the Vessel; or
(b)	arising from any delay in the commencement of the Charter Period or any failure of the Charter Period to commence.
---	---
34.7	The Owners shall not be obliged to deliver the Vessel to the Charterers with any bunkers and unused lubricating oils and hydraulic oils and greases in storage tanks and unopened drums of the Vessel except for<br> such items which are already on the Vessel on Delivery. The Owners shall not be responsible for the fitness, quality or quantity of any such bunkers and unused lubricating oils and hydraulic oils and greases and the Charterers shall make no<br> claim against Owners in respect of the same.
---	---
34.8	The Charterers shall procure receipt by the Owners of the conditions subsequent set out in Part C of Schedule 2 in a form and substance satisfactory to the Owners within the time periods permitted therein.
---	---

CLAUSE 35 – QUIET ENJOYMENT

Provided that no Termination Event has occurred and continuing or Total Loss has occurred, the Owners hereby agree not to disturb or interfere with the Charterers' lawful use, possession and quiet enjoyment of the Vessel during the Charter Period. The Owners shall procure that:

(a)	if requested by the Charterers (upon receipt of a demand from any third party Approved Sub-charterer), a quiet enjoyment to be entered between the Owners, the Charterers and such Approved Sub-charterer on<br> such terms as may be agreed between the relevant parties, all acting reasonably; and
(b)	any Mortgagee shall execute and deliver to the Charterers a quiet enjoyment letter in favour of the Charterers in a form mutually acceptable to the Mortgagee and the Charterer.
---	---

CLAUSE 36 – CHARTERHIRE AND ADVANCE CHARTERHIRE

36.1	In consideration of the Owners agreeing to charter the Vessel to the Charterers under this Charter at the request of the Charterers, the Charterers hereby irrevocably and unconditionally agree to pay to the<br> Owners the Charterhire, the Advance Charterhire and all other amounts payable under this Charter in accordance with the terms of this Charter.
36.2	The Charterers shall pay to the Owners on the Commencement Date, an amount which is equal to the difference between the Purchase Price and the Financing Amount as of the Commencement Date (the "Advance Charterhire").
---	---
36.3	The Charterers shall be deemed to have paid the Advance Charterhire to the Owners on the Commencement Date by the Owners (as buyers under the MOA) setting off an amount equal to the Advance Charterhire<br> against a corresponding amount of the Purchase Price payable by the Owners to the Charterers (as sellers) under the MOA.
---	---
36.4	The Advance Charterhire shall not bear interest and shall be non-refundable.
---	---
3
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

36.5	Following Delivery and commencing from the Commencement Date, the Charterers shall pay the Charterhire in arrears in monthly instalments on each Payment Date. Each instalment shall consist of:
(a)	subject to any prepayment made in accordance with Clause 46.1(x)(ii)(1), a capital element of Charterhire (the "Fixed Charterhire") which shall be:
---	---
(i)	if the Prepositioning Date occurs in the calendar year 2025, an amount equal to:
---	---
(A)	in relation to the first (1^st^) to the one hundred nineteenth (119^th^) instalments (both inclusive), US$191,666 ("Original Fixed Charterhire A"); and
---	---
(B)	in relation to the one hundred twentieth (120^th^) instalment, US$191,746 ("Original Fixed Charterhire B"); and
---	---
(ii)	if the Prepositioning Date occurs in the calendar year 2026, an amount to be calculated as follows:
---	---
(A)	in relation to the first (1^st^) to the one hundred nineteenth (119^th^) instalments (both inclusive), Original Fixed Charterhire A x Adjustment Value; and
---	---
(B)	in relation to the one hundred twentieth (120^th^) instalment, Original Fixed Charterhire B x<br> Adjustment Value.
---	---
(b)	a variable element of Charterhire (the "Variable Charterhire") which shall be calculated by applying the applicable Interest Rate to the Outstanding Capital Balance on<br> the immediately preceding Payment Date (or, in the case of the first instalment only, on the Commencement Date) for the relevant Hire Period ending on the relevant Payment Date by reference to the actual number of days elapsed.
---	---
36.5A	For the purposes of determining the Variable Charterhire:
---	---
(a)	if no Term SOFR is available for any relevant Hire Period the applicable Reference Rate shall be the Interpolated Term SOFR for a period equal in length to for that Hire Period;
---	---
(b)	If no Term SOFR is available for any relevant Hire Period and it is not possible to calculate the Interpolated Term SOFR, the applicable Reference Rate shall be the Historic Term SOFR;
---	---
(c)	if paragraph (b) above applies but no Historic Term SOFR is available for any relevant Hire Period, the applicable Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to<br> that Hire Period; and
---	---
(d)	if paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Term SOFR, there shall be no Reference Rate for that Hire Period and Clause 37.3 shall apply for that Hire Period.
---	---
36.6	Charterhire shall be payable in arrears on the tenth (10^th^) day of the calendar month following the month in which the<br> preceding Payment Date falls, save that:
---	---
4
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(a)	the first instalment of Charterhire shall fall on the tenth (10^th^) day of the calendar month following the month in which the<br> Commencement Date falls (the "First Payment Date"); and
(b)	the final instalment of Charterhire shall fall on the last day of the Charter Period, such that there is a total of one hundred and twenty (120) Payment Dates during the Charter Period (each, a "Payment Date").
---	---
36.7	Payment of Charterhire on any Payment Date shall be made in same day available funds and received by the Owners by not later than 4.00 pm (Beijing time). Any payment of Charterhire which is due to be made on<br> a Payment Date which is not also a Business Day shall be made on the preceding Business Day instead.
---	---
36.8	Time of payment of the Charterhire and any other payments by the Charterers under this Charter shall be of the essence of this Charter.
---	---
36.9	All payments of the Charterhire and any other moneys payable hereunder shall be made in Dollars.
---	---
36.10	All payments of the Charterhire and any other moneys payable hereunder shall be payable by the Charterers to the Owners' designated bank account as the Owners may notify the Charterers in writing from time to<br> time.
---	---
36.11	Payment of the Charterhire and any other amounts under this Charter shall be at the Charterers' risk until receipt by the Owners.
---	---
36.12	The Vessel shall not at any time be deemed off-hire and the Charterers' obligation to pay the Charterhire and any other amounts payable in this Charter (including<br> but not limited to the Termination Sum) in Dollars shall be absolute and unconditional under any and all circumstances and shall not be affected by any circumstances of any nature whatsoever including but not limited to:
---	---
(a)	(except in the case of the Advance Charterhire) any set off, counterclaim, recoupment, defence, claim or other right which the Charterers may at any time have against the Owners or any other person for any<br> reason whatsoever including, without limitation, any act, omission or breach on the part of the Owners under this Charter or any other agreement at any time existing between the Owners and the Charterers;
---	---
(b)	any change, extension, indulgence or other act or omission in respect of any indebtedness or obligation of the Charterers, or any sale, exchange, release or surrender of, or other dealing in, any security for<br> any such indebtedness or obligation;
---	---
(c)	any title defect or encumbrance or any dispossession of the Vessel by title paramount or otherwise;
---	---
(d)	any defect in the seaworthiness, condition, value, design, merchantability, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade, or for registration or<br> documentation under the laws of any relevant jurisdiction;
---	---
(e)	the Total Loss or any damage to or forfeiture or court marshall's or other sale of the Vessel if the Termination Sum or any part thereof remains due;
---	---
5
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(f)	any libel, attachment, levy, detention, sequestration or taking into custody of the Vessel or any restriction or prevention of or interference with or interruption or cessation in, the use or possession<br> thereof by the Charterers unless for such period where such arrest, detention or seizure is solely attributable to the fault of the Owners;
(g)	any insolvency, bankruptcy, reorganization, arrangement, readjustment, dissolution, liquidation or similar proceedings by or against the Charterers and any other Relevant Person;
---	---
(h)	any invalidity, unenforceability, lack of due authorization or other defects, or any failure or delay in performing or complying with any of the terms and provisions of this Charter or any of the Leasing<br> Documents by any party to this Charter or any other person;
---	---
(i)	any enforcement or attempted enforcement by the Owners of their rights under this Charter or any of the Leasing Documents executed or to be executed pursuant to this Charter;
---	---
(j)	any loss of use of the Vessel due to deficiency or default or strike of officers or crew, fire, breakdown, damage, accident, defective cargo or any other cause which would or might but for this provision have<br> the effect of terminating or in any way affecting any obligation of the Charterers under this Charter; or
---	---
(k)	any prevention, delay, deviation or disruption in the use of the Vessel resulting from the wide outbreak of any viruses or any other highly infectious or contagious diseases (including the 2019 novel<br> coronavirus), including but not limited to those caused by:
---	---
(i)	closure of ports;
---	---
(ii)	prohibitions or restrictions against the Vessel calling at or passing through certain ports;
---	---
(iii)	restriction in the movement of personnel and/or shortage of labour affecting the operation of the Vessel or the operation of the ports (including stevedoring operations);
---	---
(iv)	quarantine regulations affecting the Vessel, its cargo, the crew members or relevant port personnel;
---	---
(v)	fumigation or cleaning of the Vessel; or
---	---
(vi)	any claims raised by any Sub-charterer or manager of the Vessel that a force majeure event or termination event (or any other analogous event howsoever called) has occurred under the relevant charter<br> agreement or management agreement (as the case may be) of the Vessel as a result of the outbreak of such viruses.
---	---
36.13	All stamp duty, value added tax (for the avoidance of doubt, including without limitation, goods and services tax), withholding or other taxes and import and export duties and all other similar types of<br> charges which may be levied or assessed on or in connection with:
---	---
(a)	the operation of this Charter in respect of the hire and all other payments to be made pursuant to this Charter and the remittance thereof to the Owners; and
---	---
6
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(b)

the import, export, purchase, operation, delivery and re-delivery of the Vessel, shall be borne by the Charterers. The Charterers shall pay, if applicable, value added tax and other similar tax levied on any Charterhire and other payments payable under this Charter by addition to, and at the time of payment of, such amounts. If any such taxes arise as a result of (i) the Owners being incorporated in Hong Kong and (ii) the introduction or alteration after the date of this Charter of a law in Hong Kong or an alteration after the date of this Charter in the manner in which a law in Hong Kong is interpreted or applied (the "Tax Changes"), and after the Owners and the Charterers having exercised reasonable endeavours to mitigate the effect of the Tax Changes (at the cost of the Charterers) following notification from the Owners to the Charterers regarding the occurrence of the Tax Changes such Tax Changes continue to have the same effect, the Charterers shall have the option to pay the Mandatory Sale Price to the Owners within thirty (30) days following such notice by the Owners, and this Charter shall terminate in accordance with the procedures set out in Clause 50.4.

CLAUSE 37 – CHANGES TO INTEREST RATE, DEFAULT INTEREST

37.1	If, before the Reporting Time, the Owners determine (which determination shall be conclusive and binding) that their cost of funds relating to the then prevailing Outstanding Capital Balance or any part<br> thereof would be in excess of the Market Disruption Rate, the Owners shall promptly notify the Charterers accordingly and Clause 37.3 below shall apply to the prevailing Outstanding Capital Balance or any part<br> thereof for that Hire Period.
37.2	Immediately following the notification referred to in Clause 37.1 above, if the Owners and Charterers so require, the Owners and the Charterers shall negotiate in good faith (for a period not more than thirty<br> (30) days) with a view to agreeing upon a substitute basis for determining the applicable Interest Rate for that Hire Period. Subject to Clause 37.4, any substitute or alternative basis agreed pursuant to this Clause shall, with the prior<br> written consent of the Parties, be binding on the Parties.
---	---
37.3	If:
---	---
(a)	this Clause 37.3 applies pursuant to Clause 36.5A and Clause 37.1; or
---	---
(b)	a substitute basis is not so requested and/or agreed pursuant to Clause 37.2 above; or
---	---
(c)	the amendment or waiver to the terms of the Leasing Documents is not so agreed pursuant to Clause 37.4, the applicable Interest Rate shall be the percentage rate per<br> annum which is the sum of:
---	---
(i)	the Margin, and
---	---
(ii)	the cost of funds certified and notified by the Owners, with relevant supporting evidence available to the Owners at the relevant time (expressed as an annual rate of interest) relating to the then prevailing<br> Outstanding Capital Balance or any part thereof during the relevant Hire Period (as reasonably determined by the Owners), provided that if the rate pursuant to (ii) above is less than zero, the relevant rate shall be deemed to be zero. It<br> is hereby agreed that the Charterers shall have the option to pay the Mandatory Sale Price to the Owners within thirty (30) days following such notice by the Owners pursuant to this Clause 37.3, and this Charter shall terminate in<br> accordance with the procedures set out in Clause 50.4.
---	---
7
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

If this Clause 37.3 applies pursuant to Clause 37.1 and the Owners do not notify a Funding Rate to the Charterers by the Reporting Time, the Owners' cost of funds relating to that portion of the Outstanding Capital Balance for that Hire Period shall be deemed, for the purposes of Clause 37.3(c)(ii) above, to be the Market Disruption Rate.

37.4	If a Published Rate Replacement Event has occurred in relation to any Published Rate for dollars, the Owners are entitled to make any amendment or waiver to the terms of the Leasing Documents with the consent<br> of the Charterers (at the Charterers' cost) which relates to:
(a)	providing for the use of a Replacement Reference Rate in relation to Dollars in place of (or in addition to) that Published Rate; and
---	---

(b)

(i)	aligning any provision of any Leasing Document to the use of that Replacement Reference Rate;
(ii)	enabling that Replacement Reference Rate to be used for the calculation of the Interest Rate under this Charter (including, without limitation, any consequential changes required to enable that Replacement<br> Reference Rate to be used for the purposes of this Charter);
---	---
(iii)	implementing market conventions applicable to that Replacement Reference Rate;
---	---
(iv)	providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
---	---
(v)	adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate<br> (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that<br> designation, nomination or recommendation), and pending any such amendment or waiver and the Replacement Reference Rate being utilised under the Leasing Documents to calculate the Interest Rate, Clause 37.3 shall apply to the calculation of<br> the Interest Rate.
---	---
37.5	If the Charterers fail to make any payment due under this Charter on the due date, they shall pay additional interest on such late payment at a rate which is equal to two per cent. (2%) per annum above the<br> applicable Interest Rate for the relevant Hire Period which shall apply prior to, during or following Delivery and shall accrue on a daily basis from the date on which such payment became due up to and excluding the date of payment thereof, and the Charterers and the Owners agree that such default rate is proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the<br> Owners' risk of the Charterers failing to perform its obligations under this Charter.
---	---
8
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

37.6	All interest (including default interest) and any other payments under this Charter which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual<br> number of days elapsed and a three hundred and sixty (360) days' year.

CLAUSE 38 – POSSESSION OF VESSEL

38.1	The Charterers shall not, without the prior written consent of the Owners, assign, mortgage or pledge the Vessel or any interest therein, its Earnings, Insurances and/or any Requisition Compensation and shall<br> not permit the creation or existence of any Security Interest thereon (including for any monies paid in advance and not earned, and for any claims for damages arising from any breach by the Owners of this Charter and other amounts due to<br> the Charterers under this Charter) except for the Permitted Security Interests.
38.2	The Charterers shall promptly notify any party (including, without limitation, the Initial Sub-charterer or any other Sub-charterer of the Vessel) (as the Owners may request) in writing that the Vessel is the<br> property of the Owners and the Charterers shall provide the Owners with a copy of such written notification and satisfactory evidence to the opinion of the Owners that such party has received such written notification.
---	---
38.3	Subject to Clause 38.4, if the Vessel is arrested, seized, impounded, forfeited, detained or taken out of their possession or control (whether or not pursuant to any distress, execution or other legal<br> process), the Charterers shall procure the immediate release of the Vessel (whether by providing bail or procuring the provision of security or otherwise do such lawful things as the circumstances may require) and shall immediately notify<br> the Owners of such event and shall indemnify the Owners against all losses, costs or charges incurred by the Owners by reason thereof in re-taking possession or otherwise in re-acquiring the Vessel. Without prejudice to the generality of<br> the foregoing and Clause 53 – (Sale of the Vessel), the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the master, officers or agents signing bills of<br> lading or other documents.
---	---
38.4	If the Vessel is arrested, seized, impounded, forfeited or otherwise detained solely because of the Owners' direct actions or omissions and for reasons which are not in any part of a consequence of<br> contributory negligence and/or wilful misconduct of any Sub-charterer, a Relevant Person or any other member of the Group (or its affiliates), the Owners shall at their own expense take all reasonable steps to procure that the Vessel is<br> released within a reasonable time.
---	---
38.5	The Charterers shall pay and discharge or cause the Initial Sub-charterer or any other Sub-charterer of the Vessel to pay and discharge all obligations and liabilities whatsoever which have given or may give<br> rise to liens on or claims enforceable against the Vessel. The Charterers shall take all steps to prevent (and shall procure that any Sub-charterer shall take all steps to prevent) an arrest (threatened or otherwise) of the Vessel.
---	---

CLAUSE 39 – INSURANCE

39.1	The Charterers shall procure that the insurances for the Vessel are effected:
(a)	in Dollars;
---	---
(b)	in the case of fire and usual hull and machinery, marine risks and war risks (including blocking and trapping), on an agreed value basis of at least the higher of (i) the prevailing Market Value of the<br> Vessel at the relevant time or (ii) one hundred and twenty per cent (120%) of the then prevailing Outstanding Capital Balance;
---	---
9
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(c)	in the case of oil pollution liability risks for the Vessel, for an aggregate amount equal to the higher of (i) the highest level of cover from time to time available under protection and indemnity club entry<br> and in the international marine insurance market and (ii) an amount of not less than $1,000,000,000;
(d)	in the case of protection and indemnity risks, in respect of the full tonnage of the Vessel and with a protection and indemnity club which is a member of the International Group of Protection and Indemnity<br> Clubs;
---	---
(e)	with first class international insurers and/or underwriters acceptable to the Owners and having a Standard & Poor's rating of BBB+ or above, a Moody's rating of A or above or an AM Best rating of A- or<br> above or otherwise acceptable to the Owners or, in the case of war risks through a protection and indemnity club which meets the requirements of paragraph (d) above; and
---	---
(f)	on terms and in form acceptable to the Owners.
---	---
39.2	In addition to the terms set out in Clause 13(a) (Insurance and Repairs), the Charterers shall procure that the Obligatory Insurances shall:
---	---
(a)	subject always to paragraph (b), name the Charterers, the Approved Manager and the Owners (and if applicable the Owners' Financiers if so required by the Owners) as the<br> only named assureds unless the interest of every other named assured or co-assured is limited:
---	---
(i)	in respect of any Obligatory Insurances for hull and machinery and war risks;
---	---
(1)	to any provable out-of-pocket expenses that they have incurred and which form part of any recoverable claim on underwriters; and
---	---
(2)	to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against them); and
---	---
(ii)	in respect of any Obligatory Insurances for protection and indemnity risks, to any recoveries they are entitled to make by way of reimbursement following discharge of any third party liability claims made<br> specifically against them, and every other named assured or co-assured has undertaken in writing to the Owners or the Owners' Financiers (in such form as they may require) that any deductible shall be apportioned between the Charterers and<br> every other named assured or co-assured (save for the Owners or the Owners' Financiers (if any)) in proportion to the gross claims made by or paid to each of them and that they shall do all things necessary and provide all documents,<br> evidence and information to enable the Owners and the Owners' Financiers (if any) in accordance with the terms of the loss payable clause, to collect or recover any moneys which at any time become payable in respect of the Obligatory<br> Insurances;
---	---
(b)	whenever the Owners' Financiers (if any) require:
---	---
10
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(i)	in respect of fire and other usual marine risks and war risks, name (or be amended to name) the same as additional named assured for their rights and interests, warranted no operational interest and with full<br> waiver of rights of subrogation against such financiers, but without such financiers thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;
(ii)	in relation to protection and indemnity risks, name (or be amended to name) the same as additional insured or co-assured for their rights and interests to the extent permissible under the relevant protection<br> and indemnity club rules; and
---	---
(iii)	name the same and the Owners as respectively the first ranking loss payee and the second ranking loss payee (and in the absence of any financiers, the Owners as first ranking loss payee) in accordance with<br> the terms of the relevant loss payable clauses approved by the Owners' Financiers and the Owners with such directions for payment in accordance with the terms of such relevant loss payable clause, as the Owners and the Owners' Financiers<br> (if any) may specify;
---	---
(c)	provide that all payments by or on behalf of the insurers under the Obligatory Insurances to the Owners and/or the Owners' Financiers (as applicable) shall be made without set-off, counterclaim, deductions or<br> condition whatsoever;
---	---
(d)	provide that such Obligatory Insurances shall be primary without right of contribution from other insurances which may be carried by the Owners or the Owners' Financiers (if any);
---	---
(e)	provide that the Owners and/or the Owners' Financiers (if any) may make proof of loss if the Charterers fail to do so; and
---	---
(f)	provide that if any Obligatory Insurance is cancelled, or if any substantial change is made in the coverage which adversely affects the interest of the Owners and/or the Owners' Financiers (if any), or if any<br> Obligatory Insurance is allowed to lapse for non-payment of premium, such cancellation, change or lapse shall not be effective with respect to the Owners and/or the Owners' Financiers (if any) for thirty (30) days after receipt by the<br> Owners and/or the Owners' Financiers (if any) of prior written notice from the insurers of such cancellation, change or lapse.
---	---
39.3	The Charterers shall:
---	---
(a)	at least fifteen (15) days prior to Delivery (or such shorter period agreed by the parties), notify in writing the Owners of the terms and conditions of all Insurances (copied to the Owners' Financiers (if<br> any) and the brokers or insurers with whom the Insurances are or will be placed);
---	---
(b)	at least fifteen (15) days before the expiry of any obligatory insurance or otherwise before the change of appointment of any brokers (or other insurers) and any protection and indemnity or war risks<br> association through which Obligatory Insurances are taken from time to time pursuant to this Clause 39 – (Insurance), notify the Owners (copied to the Owners' Financiers (if any)) of the brokers (or<br> other insurers) and any protection and indemnity or war risks association through or with whom the Charterers propose to renew or obtain that Obligatory Insurance and of the proposed terms of such renewed or new insurance cover and obtain<br> the Owners' approval to such matters;
---	---
11
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(c)	at least seven (7) days before the expiry of any Obligatory Insurance, procure that such Obligatory Insurance is renewed or to be renewed on its expiry date in accordance with the provisions of this Charter;
(d)	procure that the approved brokers and/or the war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal or the effective date of the new<br> insurance and protection and indemnity cover notify the Owners (copied to the Owners' Financiers (if any)) in writing of the terms and conditions of the renewal; and
---	---
(e)	as soon as practicable after the expiry of any Obligatory Insurance and within thirty (30) days after such expiry, deliver to the Owners a letter of undertaking as required by this Charter in respect of such<br> Insurances for the Vessel as renewed pursuant to Clause 39.3(c) (Insurance) together with copies of the relevant policies or cover notes or entry certificates duly endorsed with the interest of the<br> Owners and/or the Owners' Financiers (if any).
---	---
39.4	The Charterers shall ensure that all insurance companies and/or underwriters, and/or insurance brokers (if any) provide the Owners with copies (or upon the Owners' request, originals) of policies, cover notes<br> and certificates of entry relating to the Obligatory Insurances which they are to effect or renew and letter or letters of undertaking in a form required by the Owners and/or the Owners' Financiers (if any) and including undertakings by the<br> insurance companies and/or underwriters that:
---	---
(a)	they will have endorsed on each policy, immediately upon issuance, a loss payable clause and a notice of assignment complying with the provisions of this Charter and the Financial Instruments;
---	---
(b)	they will hold the benefit of such policies and such insurances, to the order of the Owners and/or the Owners' Financiers (if any) and/or such other party in accordance with the said loss payable clause;
---	---
(c)	they will advise the Owners and the Owners' Financiers (if any) promptly of any material change to the terms of the Obligatory Insurances of which they are aware;
---	---
(d)	(i) they will indicate in the letters of undertaking that they will immediately notify the Owners and the Owners' Financiers (if any) when any cancellation, charge or lapse of the relevant obligatory<br> insurance occur and (ii) following a written application from the Owners and/or the Owners' Financiers (if any) not later than one (1) month before the expiry of the Obligatory Insurances they will notify the Owners and the Owners'<br> Financiers (if any) not less than fourteen (14) days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from the Charterers and, in the event of their receiving<br> instructions to renew, they will promptly notify the Owners and the Owners' Financiers (if any) of the terms of the instructions; and
---	---
(e)	if any of the Obligatory Insurances form part of any fleet cover, the Charterers shall procure that the insurance broker(s), or leading insurer, as the case may be, undertakes to the Owners and the Owners'<br> Financiers (if any) that such insurance broker or insurer will not set off against any sum recoverable in respect of a claim relating to the Vessel under such Obligatory Insurances any premiums due in respect of any other vessel under any<br> fleet cover of which the Vessel forms a part or any premium due for other insurances, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums, and they will not cancel such<br> Obligatory Insurances by reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Owners and/or the Owners' Financiers (if<br> any) and where practicable.
---	---
12
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

39.5	The Charterers shall ensure that any protection and indemnity and/or war risks associations in which the Vessel is entered provides the Owners and the Owners' Financiers (if any) with:
(a)	a copy of the certificate of entry for the Vessel as soon as such certificate of entry is issued;
---	---
(b)	a letter or letters of undertaking in such form as may be required by the Owners and the Owners' Financiers (if any) and agreed by such associations or in such association's standard form; and
---	---
(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Vessel.
---	---
39.6	The Charterers shall ensure that all policies relating to Obligatory Insurances are deposited with the approved brokers (if any) through which the insurances are effected or renewed.
---	---
39.7	The Charterers shall procure that all premiums or other sums payable in respect of the Obligatory Insurances are punctually paid and produce all relevant receipts when so required by the Owners.
---	---
39.8	The Charterers shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.
---	---
39.9	The Charterers shall neither do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or<br> render any sum payable under an Obligatory Insurance repayable in whole or in part; and, in particular:
---	---
(a)	the Charterers shall procure that all necessary action is taken and all requirements are complied with which may from time to time be applicable to the Obligatory Insurances, and (without limiting the<br> obligations contained in this Clause 39 – (Insurance)) ensure that the Obligatory Insurances are not made subject to any exclusions or qualifications to which the Owners have not given their prior<br> approval (unless such exclusions or qualifications are made in accordance with the rules of a protection and indemnity association which is a member of the International Group of Protection And Indemnity Clubs);
---	---
(b)	the Charterers shall not make or permit any changes relating to the classification or the classification society of the Vessel or, subject to procuring the provision of a replacement manager's undertaking in<br> substantially the same form as the Manager's Undertaking, any changes to the manager or operator of the Vessel unless such changes have, if required, first been approved by the underwriters of the Obligatory Insurances, the Owners and the<br> Owners' Financiers (if any);
---	---
(c)	the Charterers shall procure that all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Vessel is entered to maintain cover for<br> trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation) are made and the Charterers shall promptly provide the Owners with copies of<br> such declarations and a copy of its valid certificate of financial responsibility; and
---	---
13
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(d)	the Charterers shall not employ the Vessel, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the Obligatory Insurances, without first obtaining the consent of the<br> insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.
39.10	The Charterers shall not make or agree to any alteration to the terms of any Obligatory Insurance nor waive any right relating to any Obligatory Insurance without the prior written consent of the Owners and<br> the Owners' Financiers (if any).
---	---
39.11	The Charterers shall not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things necessary and provide all documents, evidence<br> and information to enable the Owners to collect or recover any moneys which at any time become payable in respect of the Obligatory Insurances.
---	---
39.12	The Charterers shall provide the Owners upon written request (except that upon the occurrence of a Total Loss or a Major Casualty the Charterers shall provide the following immediately without the Owners'<br> making any request), copies of:
---	---
(a)	all communications between the Charterers and:
---	---
(i)	the approved brokers;
---	---
(ii)	the approved protection and indemnity and/or war risks associations; and/or
---	---
(iii)	the approved insurers and/or underwriters, which relate directly or indirectly to:
---	---
(1)	the Charterers' obligations relating to the Obligatory Insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and
---	---
(2)	any credit arrangements made between the Charterers and any of the persons referred to in paragraphs (i) or (ii) above relating wholly or partly to the effecting or maintenance of the Obligatory Insurances;<br> and
---	---
(b)	any communication with any party involved in case of a claim under any of the Vessel's insurances.
---	---
39.13	The Charterers shall promptly provide the Owners (or any persons which they may designate) with:
---	---
(a)	any information which the Owners or the Owners' Financiers (or any such designated person) request for the purpose of:
---	---
(i)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the Obligatory Insurances effected or proposed to be effected; and/or
---	---
14
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(ii)	effecting, maintaining or renewing any such insurances as are referred to in Clause 13(a) (Insurance and Repairs) or Clause 39 – (Insurance)<br> dealing with or considering any matters relating to any such insurances; and
(b)	copies of any communication between all parties involved in case of a claim under any of the Vessel's insurances exceeding the Major Casualty amount.
---	---
39.14	If one or more of the Obligatory Insurances are not effected and maintained with first class international insurers or are effected with an insurance or captive Subsidiary of the Owners or the Charterers,<br> then the Charterers shall procure, at their own expense, that the relevant insurers maintain in full force and effect facultative reinsurances with reinsurers and through brokers, in each case, of recognised standing and acceptable in all<br> respects to the Owners. Any reinsurance policy shall include, if and when permitted by law, a cut-through clause in a form acceptable to the Owners and/or the Owners' Financiers (if any). The Charterers shall procure that underwriters of<br> the primary insurances assign each reinsurance to the relevant financiers in full, if required.
---	---
39.15	The Charterers shall upon demand fully indemnify the Owners (including if requested by the Owners, make direct payment to the relevant insurer or broker for the<br> same) in respect of all premiums and other expenses which are incurred by:
---	---
(a)	the Owners in connection with or with a view to effecting, maintaining or renewing an innocent owners interest insurance and an innocent owners additional perils insurance or any similar protective shipowner<br> insurance that is taken out in respect of the Vessel; and/or
---	---
(b)	the Owners' Financiers (if any) in connection with or with a view to effecting, maintaining or renewing a mortgagee's interest insurance, a mortgagee's additional perils insurance, all protection and<br> indemnity insurance that is taken out in respect of the Vessel subject to the Owners' Financiers (if any) having provided to the Owners at the relevant time any form of loan facility to refinance the Vessel, in the case as referred to in<br> paragraph (a), in an amount at least one hundred and twenty per cent (120%) of the Outstanding Capital Balance from time to time or in the case as referred to in paragraph (b), in an amount at least one hundred and twenty per cent (120%) of<br> the relevant outstanding loan amount from time to time and on such other terms, through such insurers and generally in such manner as the Owners or the Owners' Financiers (as the case may be) may from time to time consider appropriate.
---	---
39.16	The Charterers shall be solely responsible for and indemnify the Owners in respect of all loss or damage to the Vessel (insofar as the Owners shall not be<br> reimbursed by the proceeds of any insurance in respect thereof) however caused occurring at any time or times before physical possession thereof is retaken by the Owners, with only reasonable wear and tear to the Vessel excepted.
---	---
39.17	The Charterers shall reimburse or indemnify the Owners for any expenses incurred or to be incurred by the Owners in obtaining a<br> detailed report signed by an independent firm of marine insurance brokers approved by the Owners dealing with the Obligatory Insurances and stating the opinion of such firm as to the adequacy of the Obligatory Insurances:
---	---
(a)	when an agreed form of such detailed report satisfactory to the Owners is obtained as a condition precedent requirement under Schedule 2 of this Charter;
---	---
15
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(b)	when the Owners procure the issuance of such detailed report no more than once every calendar year, unless a Termination Event has occurred in which case such reports may be procured at the Charterer's cost<br> at any such time; and
(c)	further from time to time upon the Owners' demand where, in the Owners' opinion, at any time during the Charter Period there has been a material change in the terms of the Insurances and/or a change in the<br> circumstances which would materially adversely affect the adequacy of the Obligatory Insurances.
---	---
39.18	The Charterers shall:
---	---
(a)	keep the Vessel insured at their expense against such other risks (other than loss of hire which shall be insured against upon an occurrence and during the continuance of a Termination Event) which the Owners<br> consider reasonable for a prudent shipowner or operator to insure against for trading, management, operational and/or safety purposes at the relevant time (as notified by the Owners and having regard to the then existing available insurance<br> cover and standard practice in the operation of vessels of the same type as the Vessel) and which risks are, at that time, generally insured against by owners or operators of vessels similar to the Vessel or of the same type as the Vessel<br> (including without limitation, innocent owners interest insurance, innocent owners additional perils insurance, mortgagee's interest insurance and mortgagee's additional perils insurance but excluding loss of hire and contingency liability<br> insurance, save that the Owners may take out upon an occurrence and during the continuance of a Termination Event); and
---	---
(b)	upon demand fully indemnify the Owners in respect of all premiums and other expenses incurred by the Owners in respect of any other insurances (other than loss of hire insurances and the contingent liability<br> insurances which the Owners may take out upon an occurrence and during the continuance of a Termination Event) which the Owners deem necessary (having regard to the existing insurance cover and market practice for the trading, management,<br> operation and safety of vessels of the same type) and takes out in respect of the Vessel.
---	---

CLAUSE 40 – WARRANTIES RELATING TO VESSEL

40.1	It is expressly agreed and acknowledged that the Owners are not the manufacturer or original supplier of the Vessel but that the Owners (in their capacity as buyers) have purchased the Vessel from the<br> Charterers (in their capacity as sellers) pursuant to the MOA at the request of the Charterers, for the purpose of then chartering the Vessel to the Charterers hereunder and that no condition, term, warranty or representation of any kind is<br> or has been given to the Charterers by or on behalf of the Owners in respect of the Vessel (or any part thereof).
40.2	All conditions, terms or warranties express or implied by the law relating to the specifications, quality, description, merchantability or fitness for any purpose of the Vessel (or any part thereof) or<br> otherwise are hereby expressly excluded.
---	---
40.3	The Charterers agree and acknowledge that the Owners shall not be liable for any claim, loss, damage, expense or other liability of any kind or nature caused directly or indirectly by the Vessel or by any<br> inadequacy thereof or the use or performance thereof or any repairs thereto or servicing thereof and the Charterers shall not by reason thereof be released from any liability to pay any Charterhire or other payment due under this Charter.
---	---
16
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

CLAUSE 41 – TERMINATION, REDELIVERY AND TOTAL LOSS

Termination

41.1	Upon termination of the leasing of the Vessel under this Charter pursuant to Clause 49.2, the Charterers shall be obliged to pay the Owners the Termination Sum on<br> the Termination Date and it is hereby agreed by the parties hereto that:
(a)	without prejudice to Clause 41.9(b), the obligation to pay the Termination Sum is a continuing obligation and shall survive the termination of the leasing of the Vessel under this Charter and shall continue<br> in full force and effect until irrevocably and unconditionally paid in full;
---	---
(b)	payment of the Termination Sum is deemed to be proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners' risk of the Charterers failing to perform<br> its obligations under this Charter; and
---	---
(c)	the Termination Sum shall, depending on the nature of the Termination Event(s) on the basis of which the Owners serve a Termination Notice, be either an obligation to pay damages following acceptance by the<br> Owners of a breach of condition by the Charterers or an obligation to pay an agreed sum in specified circumstances which do not involve a breach of contract by the Charterers.
---	---
41.2	If the Charterers fail to make any payment of the Termination Sum on the Termination Date, Clause 37.5 shall apply and the Owners shall be entitled to exercise their rights under Clauses 41.9 and 41.10.
---	---
41.3	Concurrently with the unconditional and irrevocable payment of the Termination Sum in full pursuant to the terms of this Charter, this Charter shall terminate and the Owners shall (save in the event of Total<br> Loss or in the event that the Vessel has been sold or contracted to be sold pursuant to Clauses 41.9 and 41.10), at the cost of the Charterers, transfer the legal and beneficial ownership of the<br> Vessel on an "as is where is" basis to the Charterers (or their nominees as approved by the Owners) free from any registered mortgages, encumbrances, liens, debts or claims incurred or permitted<br> by the Owners and/or Owners’ Financier (save for those liens, encumbrances and debts incurred by the Charterers or arising out of or in connection with this Charter), and shall execute a bill of<br> sale and a protocol of delivery and acceptance evidencing the same and such sale shall be completed otherwise in accordance with Clause 53.1.
---	---
41.4	The Charterers hereby undertake to indemnify the Owners against any claims incurred in relation to the Vessel prior to such transfer of ownership. Any documented<br> taxes, notarial, consular and other costs, charges and expenses connected with closing of the Owners' register shall be for the Charterers' account.
---	---

Redelivery

41.5	If the Charterers are required to redeliver the Vessel to the Owners pursuant to the terms of this Charter, the Vessel shall be redelivered and taken over safely<br> afloat at a safe and accessible berth or anchorage in such location as the Owners may require (which, for the avoidance of doubt, shall exclude any war listed area declared by the Joint War Committee). The Charterers shall where applicable,<br> give the Owners not less than 30/20/10/5 running days' preliminary notice of expected date and port or place of redelivery and not less than 5/3/2/1/ running days' definite notice of expected date and port or place of redelivery. Any<br> changes thereafter in the Vessel's position shall be notified immediately to the Owners. The Charterers shall ensure that, at the time of redelivery to the Owners, the Vessel:
17
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(a)	be in compliance with the Obligatory Insurances;
(b)	be in an equivalent class as she was as at the Commencement Date and without any recommendation or condition and with valid, unextended certificates for not less than three (3) months and free of average<br> damage affecting the Vessel's classification and in the same or as good structure, state, condition and classification as that in which she was deemed on the Commencement Date, fair wear and tear not affecting the Vessel's classification<br> excepted;
---	---
(c)	has passed her 5-year special survey or 10-year special survey (if applicable), and subsequent second intermediate surveys and drydock at the Charterers' time and<br> expense without any recommendation or condition:
---	---
(d)	to the satisfaction of the Approved Classification Society; and
---	---
(e)	in the case of the 5-year special survey or 10-year special survey (if applicable), to the reasonable satisfaction of an Owners' Surveyor appointed at the cost of the Charterers;
---	---
(f)	has her survey cycles up-to-date and trading and class certificate valid for at least the number of months agreed in Box 17;
---	---
(g)	be re-delivered to the Owners together with all spare parts and spare equipment as were on board at the time of Delivery, and any such spare parts and spare equipment on board at the time of re-delivery shall<br> be taken over by the Owners free of charge;
---	---
(h)	be free of any cargo and Security Interest (save for the Security Interests granted pursuant to the Financial Instruments, if any);
---	---
(i)	be free of any crew and officers unless otherwise instructed by the Owners;
---	---
(j)	be free of any charter or other employment (unless the Owners wish to retain the continuance of any prevailing charter or as otherwise agreed by the Owners in their absolute discretion);
---	---
(k)	have had her underwater parts treated with ample anti-fouling to last for the ensuring period up to the next schedule dry docking of the Vessel;
---	---
(l)	be redelivered to the Owner together with all material information generated during the Charter Period in respect of the use, possession, operation, navigation, utilization of lubricating oil and the physical<br> condition of the Vessel, whether or not such information is contained in the Charterer's equipment, computer or property; and
---	---
(m)	have such amount of bunkers on board the Vessel as would be sufficient to enable the Vessel to sail to the nearest bunker port in compliance with all bunkering fuel content regulations then applicable in such<br> place of redelivery, including without limitation, the global sulphur limit imposed by the International Maritime Organization (IMO).
---	---
18
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

41.6	The Charterers warrant that they will not permit (or request any Sub-charterer not to permit) the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be<br> completed in time to allow redelivery of the Vessel within any time period required by Clause 41 – (Termination, Redelivery and Total Loss). If the time of actual redelivery is after the date on<br> which redelivery is required to take place pursuant to Clause 41 – (Termination, Redelivery and Total Loss) (the "Redelivery Date"), the Charterer shall,<br> without prejudice to any other amounts payable under the Leasing Documents (including without limitation pursuant to Clause 41 – (Termination, Redelivery and Total Loss)) pay to the Owners, as from<br> the first date following the Redelivery Date and for each day until the date on which the Vessel is redelivered in accordance with Clause 41.5, the rate of hire equivalent to the higher of:
(a)	the prevailing market rate for the bareboat chartering of vessels of a similar type as the Vessel (as determined by an Approved Valuer appointed by the Owners); and
---	---
(b)	the prevailing market rate for the chartering of vessels of a similar type as the Vessel on the Index.
---	---

For the avoidance of doubt, all other terms, conditions and provisions of this Charter and the other Leasing Documents shall continue to apply during such period.

41.7

The Charterers shall provide the Owners' Surveyor with all such facilities and access to the Vessel as may be required to enable such Owners' Surveyor to conduct its survey of the Vessel and shall take all such actions as may be reasonably recommended by the Owners' Surveyor to ensure that the Vessel shall be redelivered in accordance with Clause 41.5. The Owners shall not be obliged to accept redelivery of the Vessel until the Owners are reasonably satisfied that all conditions for the redelivery of the Vessel under this Charter (including without limitation, Clause 41.5 and this Clause 41.7) are met, and the Vessel shall (if the redelivery is at the end of the Charter Period) continue to be on-hire under the terms of this Charter until such redelivery. The Owners reserve all rights to recover from the Charterers any costs, expense and/or liabilities incurred or suffered by them (including without limitation, the costs of any repairs which may be required to restore the Vessel to the condition required by Clause 41.5 as a result of the Vessel not being redelivered in accordance with the terms of this Charter).

41.8

The Owners shall, at the time of the redelivery of the Vessel, take over all bunkers, lubricating oil, unbroached provisions, paints, ropes, other consumable stores and spare parts in the Vessel (but excluding any such items owned by a third party which is not a member of the Group) at no cost to the Owners.

---

Non-payment of Termination Sum

41.9	Subject to the terms of any quiet enjoyment letter entered into with any sub charterers, the Charterers agree that should the Termination Sum not be paid on the Termination Date:
(a)	the Charterers' right to possess and operate the Vessel shall immediately cease and (without in any way affecting the Charterers' obligation to pay the Charterer the Termination Sum and comply with their<br> other obligations under this Charter) the Charterers shall hold the Vessel as gratuitous bailee only to the Owners, the Charterers shall procure that the master and crew follow the orders and directions of the Owners and the Charterers<br> shall, upon the Owners' request (at Owners' sole discretion), be obliged to immediately (and at the Charterers' own cost) redeliver the Vessel to the Owners at such ready and nearest safe port or location as the Owners may require and for<br> the avoidance of doubt, any such redelivery shall not extinguish the Owners' right to recover the Termination Sum from the Charterers under this Charter;
---	---
19
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(b)	subject to paragraph (c) and (d) below and Clause 41.10, the Owners shall be entitled (at Owners' sole discretion) but subject always to any quiet enjoyment letter entered into with any sub-charterer, to<br> operate the Vessel as they may require and may create whatsoever interests thereon, including without limitation short term charterparties or any other form of short term employment contracts provided such contracts do not interfere with<br> the Vessel's sale process, including relevant inspections, provided that the Earnings of the Vessel during such period less its operational expenses (which would include, without<br> limitation, any costs in relation to the provision of bunkers and lubricating oils), (the "Net Trading Proceeds") shall be applied against the Termination Sum and any other amounts payable under the<br> Leasing Documents pursuant to Clause 65 – (General Application of Proceeds) provided, that if such use of the Vessel results in the Owners suffering a loss then such losses shall be included in the<br> indemnities contained in Clause 54 – (Indemnities) and be added to the Termination Sum; and
(c)	the Owners shall be entitled (at Owners' sole discretion) to immediately thereafter sell the Vessel to any third party on arm's length terms taking into account the prevailing market conditions, provided that<br> the Charterers may for a period not exceeding a total of sixty (60) days from the Termination Date (the "Nomination Period") nominate or identify a purchaser for the Vessel (a "Nominated Purchaser"). During the Nomination Period the Owners and the Charterers shall use their reasonable endeavours to market the Vessel and the Owners shall sell the Vessel to a Nominated Purchaser<br> and subject to all of the following conditions being satisfied:
---	---
(i)	the Nominated Purchaser is acceptable to the Owners (such acceptability not to be unreasonably withheld or delayed); and
---	---
(ii)	the price to be paid by the Nominated Purchaser (after deducting any commissions, taxes and other costs of sale) is equal to or more than the applicable Termination Sum (unless otherwise agreed by the Owners<br> in their absolute discretion);
---	---

and any net sale proceeds (after deducting all fees, taxes, disbursements and any other costs and expenses incurred or suffered by the Owners in connection with such sale) (the "Net Sales Proceeds") derived from any such sale to a Nominated Purchaser or any other person shall be applied towards reduction of the Termination Sum in accordance with Clause 65 – (General Application of Proceeds). If the Net Sales Proceeds are not sufficient to settle the Termination Sum in full, the Charterers shall remain liable to pay the shortfall and default interest shall continue to accrue on the unpaid portion of the Termination Sum in accordance with Clause 37.5.

(d)	Irrespective of any sales efforts, the Charterers have the right at all times, during the Nomination Period or until the Owners' Purchase (as referred to in Clause 41.10) is concluded or until any third<br> party's sale is concluded, to purchase the vessel with priority by paying the Termination Sum.
20
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

41.10

The Owners may, by written notice to the Charterers at any time after the Nomination Period, inform the Charterers of the Owners' intention to retain the Vessel instead of selling the Vessel under Clause 41.9(c) and 41.9(d) above, "Owners' Purchase", and in doing so, the Owners shall first obtain the Market Value of the Vessel (after deducting any commissions, taxes and costs which would be likely to be incurred in connection with a sale of the Vessel) and apply it towards the reduction of the Termination Sum calculated as of the day of the notice of the Owners' Purchase. If the Market Value (less such deductions) of the Vessel as at the date of the notice of the Owners' Purchase is less than the Termination Sum calculated as of the day of the notice of the Owners' Purchase, the Charterers shall remain liable to pay the shortfall to the Owners and default interest shall continue to accrue on the unpaid portion of the Termination Sum. If the Market Value (less such deductions) of the Vessel as at the date of such nomination is more than the Termination Sum calculated as of the day of the notice of the Owners' Purchase, the Owners shall pay the excess to Charterers within thirty (30) days from the day of the notice of the Owners' Purchase in accordance with Clause 65 – (General Application of Proceeds).

Total Loss

41.11	Throughout the Charter Period, the Charterer shall bear the full risk of any Total Loss of or any other damage to the Vessel howsoever arising. If the Vessel becomes a Total Loss after Delivery, the Charterer<br> shall, subject to Clause 41.12, pay the Termination Sum to the Owners by the Total Loss Payment Date. Upon such receipt by the Owners of the Termination Sum, this Charter shall terminate (without prejudice to any provision of this Charter<br> expressed to survive termination) but until such receipt, the Charterers shall remain liable to make all payments of Charterhire and all other amounts to the Owners under this Charter, notwithstanding that the Vessel has become a Total<br> Loss.
41.12	Any Total Loss Proceeds unconditionally received by the Owners (or the Owners' Financiers in accordance with the terms of the relevant loss payable clause) shall be applied in accordance with Clause 65 – (General Application of Proceeds) and shall satisfy the obligation of the Charterers to pay the Termination Sum to the extent received by the Owners (or the<br> Owners' Financiers in accordance with the terms of the relevant loss payable clause, but for the avoidance of doubt, Total Loss Proceeds shall at all times be applied in accordance with Clause 65 – (General<br> Application of Proceeds)). The obligation of the Charterers to pay the Termination Sum shall remain unaffected and exist regardless of whether any of the insurers have agreed or refused to meet or has disputed in good faith, the<br> claim for Total Loss.
---	---
41.13	If the Total Loss Proceeds unconditionally received by the Owners (or the Owners' Financiers in accordance with the terms of the relevant loss payable clause) are less than the Termination Sum, the Charterers<br> shall pay such shortfall to the Owner on the Total Loss Payment Date.
---	---
41.14	The Owners shall have no obligation to supply to the Charterers with a replacement vessel following the occurrence of a Total Loss.
---	---
21
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

CLAUSE 42 – FEES AND EXPENSES

42.1	Without prejudice to any other rights of the Owners hereunder, the Charterers shall promptly pay to the Owners within three (3) Business Days of the Owners’ written demand on a full indemnity basis all costs,<br> charges and expenses incurred by the Owners in collecting any Charterhire or the Advance Charterhire or other payments not paid on the due date under this Charter and in remedying any other failure of the Charterers to observe the terms and<br> conditions of this Charter.
42.2	Each Party shall be responsible for their own costs and expenses to review and negotiate the term sheet relating to this Charter. All documented costs and expenses (including, but not limited to, third party<br> legal costs) reasonably incurred by the Owners or Owners' legal counsel in the preparation, negotiation, finalisation and execution of all documentation in relation to this Charter or any other Leasing Document (including without limitation<br> any registration or filing expenses, all documented costs incurred by the Owners and all third party legal costs, expenses and other disbursement incurred by the Owners' legal counsels in connection with the same) shall be for the account<br> of the Charterers (regardless of whether the transaction contemplated by the Leasing Documents actually completes).
---	---
42.3	All documented costs and expenses reasonably incurred by the Owners in relation to the acquisition, registration of title of the Vessel in the Owners' name in the Flag State together with any and all fees<br> (including but not limited to any vessel registration and tonnage fees and the Owners' initial and ongoing annual registration and maintenance costs if required to be registered as a foreign maritime entity or the appointment of resident<br> agents under the laws of the Flag State) payable by the Owners to register, maintain and/or renew such registration shall be for the account of the Charterers (regardless of whether the Vessel is delivered under the MOA and this Charter).<br> Without prejudice to the foregoing, if the Flag State requires the Owners to establish a physical presence or office in the jurisdiction of such Flag State, all fees, costs and expenses payable by the Owners to establish and maintain such<br> physical presence or office shall be for the account of the Charterers. The Charterers shall promptly provide the Owners with evidence of payment of the annual register/tonnage tax amounts payable to the Flag State or any other aforesaid<br> costs, expenses and/or taxes when the same fall due.
---	---
42.4	All documented costs and expenses reasonably incurred by the Owners (including but not limited to legal fees) in relation to the transfer of title of the Vessel from the Owners to the Charterers and the<br> re-delivery of the Vessel by the Charterers to the Owners pursuant to Clause 41 – (Termination, Redelivery and Total Loss) shall be for the account of the Charterers.
---	---
42.5	If:
---	---
(a)	the Charterers request an amendment, waiver or consent (including an amendment or waiver which is required pursuant to 37.4 to address the fact that a Published Rate Replacement Event has occurred); or
---	---
(b)	the Charterers make a request to re-register the Vessel in another Flag State, the Charterers shall, on demand, reimburse the Owners for the amount of all documented costs and expenses (including third party<br> legal fees) reasonably incurred by the Owners in responding to, evaluating, negotiating or complying with that request or requirement (including, for the avoidance of doubt, any amounts the Owners have to pay under the terms of the<br> Financial Instruments).
---	---
22
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

42.6

The Charterers shall, on demand, pay to the Owners the amount of all documented costs and expenses (including third party legal fees) incurred by the Owners in connection with the enforcement of, or the preservation of any rights under, any Leasing Document, including, without limitation, any action brought by the Owners to arrest or recover possession of the Vessel, and with any proceedings instituted by or against the Owners as a consequence of it entering into a Leasing Document or enforcing those rights.

42.7

Notwithstanding anything to the contrary herein, the indemnities provided by the Charterers shall be provided in favour of the Owners and shall continue in full force and effect notwithstanding any breach of the terms of this Charter or termination of this Charter pursuant to the terms hereof.

---

CLAUSE 43 – NO WAIVER OF RIGHTS

43.1	No neglect, delay, act, omission or indulgence on the part of either party in enforcing the terms and conditions of this Charter or any other Leasing Document (to which they are party to) shall prejudice the<br> strict rights of that party or be construed as a waiver thereof nor shall any single or partial exercise of any right of either party preclude any other or further exercise thereof.
43.2	No right or remedy conferred upon either party by this Charter or any other Leasing Document shall be exclusive of any other right or remedy provided for herein or by law and all such rights and remedies<br> shall be cumulative.
---	---

CLAUSE 44 – NOTICES

44.1	Any notice, certificate, demand or other communication to be served, given made or sent under or in relation to this Charter shall be in English and in writing and (without prejudice to any other valid method<br> or giving making or sending the same) shall be deemed sufficiently given or made or sent if sent by registered post or by email to the following respective address or email address:
(a)	to the Owners:	China Huarong Shipping Financial Leasing Company Limited<br><br> <br>Room 6006, 6^th^ Floor, No. 15 Second East Zhongshan Road, Shanghai,<br><br> <br>China, 200002<br><br> <br>Attention: Annie Tao/Song Pengwu<br><br> <br>Email: taobeijuan@hrflc.com/ tao.beijuan@msn.cn/<br><br> <br>songpengwu@hrflc.com
---	---	---
Tel: +86(0)21 63268756
---
(b)	to the Charterers:	c/o TOP SHIPS INC.<br><br> <br>Attention: Alexandros Tsirikos<br><br> <br> <br>Email: atsirikos@topships.org<br><br> Tel: +30 210 8128180
---	---	---

or, if a party hereto changes its address or email address, to such other address or email address as that party may notify to the other.

23
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

44.2

Any such communication shall be deemed to have reached the party to whom it was addressed (a) when delivered (in case of a registered letter), or (b) when actually received in readable form (in case of an email). A notice or other such communication received on a non-working day or after 5.00 p.m. in the place of receipt shall be deemed to be served on the next following working day in such place.

CLAUSE 45 – REPRESENTATIONS AND WARRANTIES

45.1	The Charterers represent and warrant to the Owners as of the date hereof, and on each day during the Charter Period, as follows:
(a)	100% of the issued and outstanding shares in the Charterers are legally, wholly and directly owned and controlled by Guarantor B or (following the Disposal) the New Shareholder (as the case may be), and each<br> Guarantor and (following the Disposal) the New Shareholder controlled by companies affiliated with the family of Mr. Evangelos Pistiolis;
---	---
(b)	each Relevant Person or, to the best of its knowledge, the Approved Sub-charterer is duly incorporated and validly existing under the laws of its jurisdiction of its incorporation;
---	---
(c)	each Relevant Person or the Approved Sub-charterer has the corporate capacity, and has taken all corporate actions and obtained all consents, approvals, authorisations, licenses or permits necessary for it:
---	---
(i)	to execute each of the Leasing Documents to which it is a party; and
---	---
(ii)	to comply with and perform its obligations under each of the Leasing Documents to which it is a party;
---	---
(d)	all the consents, approvals, authorisations, licenses or permits referred to in Clause 45.1(c) (Representations and Warranties) remain in force and nothing has<br> occurred which makes any of them liable to revocation;
---	---
(e)	each of the Leasing Documents and the Assignable Sub-charter to which a Relevant Person or an Approved Sub-charterer is a party (as the case may be), subject to any general principles of law limiting its<br> obligations which are specifically referred to in any legal opinion delivered to the Owners pursuant Clause 34.2(e), constitutes such Relevant Person's or an Approved Sub-charterer's legal, valid and binding obligations enforceable against<br> such party in accordance with its respective terms and any relevant insolvency laws affecting creditors' rights generally;
---	---
(f)	the entry into and performance by each Relevant Person (and in the case of sub-paragraph (ii) below, an Approved Sub-charterer) of, and the transactions contemplated by, each Leasing Document to which it (and<br> in the case of sub-paragraph (ii) below, an Approved Sub-charterer) is a party do not and will not conflict with:
---	---
(i)	any law or regulation applicable to it (including Anti-Money Laundering Laws, Business Ethics Laws, Sanctions or laws relating to anti-trust or collusion and laws relating to human rights violation);
---	---
(ii)	the constitutional documents of such Relevant Person; and
---	---
24
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(iii)	any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument;
(g)	there are no outstanding notices or demands from any governmental, quasi-governmental or public authority or instrumentality or any other person claiming authority in respect of the Vessel requiring any work<br> or other action to be taken or the expenditure of any money to be taken in respect of the Vessel or any part thereof;
---	---
(h)	the Vessel is free of encumbrances and liens except for the Permitted Security Interests; no third party has any Security Interest, other than the Permitted Security Interests, or any other interest, right or<br> claim over, in or in relation to the Vessel, this Charter or any moneys payable hereunder and/or any of the other Leasing Documents;
---	---
(i)	all payments which a Relevant Person is liable to make under any Leasing Document to which such Relevant Person is a party may be made by such party without deduction or withholding for or on account of any<br> tax payable under the laws of its Relevant Jurisdiction;
---	---
(j)	no legal or administrative action involving a Relevant Person has been commenced or taken (including but not limited to actions involving any Environmental Claim);
---	---
(k)	each Relevant Person has paid all taxes applicable to, or imposed on or in relation to it, its business or if applicable, the Vessel, except for those being contested in good faith with adequate reserves;
---	---
(l)	it is not necessary under the laws of the Relevant Jurisdictions that this Charter or any other Leasing Document be registered, filed, recorded, notarized or enrolled with any court or other authority in that<br> jurisdiction or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to the Leasing Documents to which it is a party or the transactions contemplated by those Leasing Documents; the choice of governing<br> law as stated in each Leasing Document to which a Relevant Person is a party and the agreement by such party to refer disputes to the relevant courts or tribunals as stated in such Leasing Document are valid and binding against such<br> Relevant Person;
---	---
(m)	no Relevant Person nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment<br> prior to judgment, execution or other enforcement);
---	---
(n)	the obligations of each Relevant Person under each Leasing Document to which it is a party, are the direct, general and unconditional obligations of such Relevant Person and rank at least pari passu with all other present and future unsecured and unsubordinated creditors of such Relevant Person save for any obligation which is mandatorily preferred by law and not by virtue of any<br> contract;
---	---
(o)	subject to the Legal Reservations and the Perfection Requirements, each Leasing Document creates (or, once entered into, will create) the Security Interest which it is expressed to create with the ranking and<br> priority it is expressed to have;
---	---
(p)	the Charterers and any other Relevant Person (i) are not US Tax Obligors and (ii) have not established a place of business in the United Kingdom or the United States of America;
---	---
25
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(q)	no Relevant Person, Approved Manager, Sub-charterer and no member of the Group:
(i)	is a Prohibited Person;
---	---
(ii)	is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;
---	---
(iii)	owns or controls a Prohibited Person; or
---	---
(iv)	has a Prohibited Person serving as a director, officer or, to the best of its knowledge, employee;
---	---
(r)	none of the Relevant Persons or any of their respective directors, officers, and employees or, to the best of its knowledge, any Sub-charterer is in breach of applicable Sanctions laws, and none of them (i)<br> has been or is currently being investigated on compliance with Sanctions, (ii) has received notice or is aware of any claim, action, suit or proceeding against any of them with respect to Sanctions and (iii) has taken any action to evade<br> the application of Sanctions;
---	---
(s)	no Relevant Person is in breach of any Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws and each Relevant Person has instituted and maintained systems, controls, policies<br> and procedures designed to:
---	---
(i)	prevent and detect incidences of bribery and corruption, money laundering and terrorism financing; and
---	---
(ii)	promote and achieve compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and or Business Ethics Laws including, but not limited to, ensuring thorough and accurate books and records, and<br> utilization of best efforts to ensure that Affiliates acting on behalf of a Relevant Person shall act in compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws,
---	---
(t)	that in relation to any Assignable Sub-Charter:
---	---
(i)	each copy of that Assignable Sub-Charter provided to the Owners is a true and complete copy of such document and there have been no amendments, supplements or variations to the same;
---	---
(ii)	each of the Initial Sub-charterer or any other Approved Sub-Charterer has been made aware of the transactions contemplated under this Charter; and
---	---
(iii)	(in respect of any Assignable Sub-Charter (A) whose terms require the consent of the relevant Approved Sub-Charterer in order to effect an assignment thereof, (B) whose terms prohibits<br> assignment and/or (C) where the applicable law requires the consent of the relevant Approved Sub-Charterer in order to effect an assignment thereof) the Initial Sub-charterer or any other Approved<br> Sub-Charterer has consented or, as the case may be, shall consent to the assignment by the Charterers to the Owners of all their rights, interests and benefits in relation to the Initial Sub-charter or, as the case may be, the relevant<br> Assignable Sub-Charter pursuant to the General Assignment (for the avoidance of doubt, the Charterers’ obligations under this sub-paragraph shall be deemed to be satisfied upon the Owners’ receipt of the relevant acknowledgements executed<br> by the relevant Approved Sub-Charterer, which includes among other things the consent to the aforesaid assignment, pursuant to the terms of the General Assignment);
---	---
26
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(u)	the Vessel is not employed, operated or managed in any manner which (i) is contrary to any Sanctions and in particular, the Vessel is not used by or to benefit any party which is a target of Sanctions or<br> trade to any area or country where trading the Vessel to such area or country would constitute a breach of any Sanctions or published boycotts imposed by any of the United Nations, the European Union, the United States of America, the<br> United Kingdom or the People's Republic of China (provided that operation or use of the Vessel by the Initial Sub-charterer pursuant to the Initial Sub-charter shall not in any case be deemed to be in breach or contrary to any published<br> boycotts or sanctions imposed by the People's Republic of China) or (ii) would trigger the operation of any sanctions limitation or exclusion clause in any insurance documentation;
(v)	none of the Relevant Persons nor any of their assets, in each case, has any right to immunity from set off, legal proceedings, attachment prior to judgment or other attachment or execution of judgement on the<br> grounds of sovereign immunity or otherwise;
---	---
(w)	none of the Relevant Persons is insolvent, bankrupt or in liquidation, bankruptcy or administration or subject to any other formal or informal insolvency or bankruptcy procedure (including, without<br> limitation, those referred to under Clause 49.1(g) and for the avoidance of doubt including the presentation of a petition for commencing such procedures), and no receiver, administrative receiver, administrator, liquidator, trustee or<br> analogous officer has been appointed in respect of the any Relevant Person or all or material part of their assets;
---	---
(x)	no Termination Event is continuing or might reasonably be expected to result from the entry into and performance of this Charter or any other Leasing Document;
---	---
(y)	any factual information provided by any Relevant Person (or on their behalf) to the Owners was true and accurate in all material respects as at the date it was provided or as at the date at which such<br> information was stated;
---	---
(z)	none of the following events has occurred:
---	---
(i)	any default by the Charterers under the terms of the Initial Sub-charter;
---	---
(ii)	breach of any Sanctions by any Relevant Person; and
---	---
(iii)	upon and after the commencement of the Charter Period, any casualty or occurrence (including damage caused to the Vessel for any reason whatsoever which results, or may be expected to result, in repairs on<br> the Vessel) which amounts to Major Casualty and which are not being dealt with in accordance with the Leasing Documents (including without limitation in accordance with Clause 38 – (Possession of Vessel)<br> and the General Assignment);
---	---
(aa)	all Environmental Laws relating to the ownership, operation and management of the Vessel and the business of each Relevant Person (as now conducted and as reasonably anticipated to be conducted in the future)<br> have been complied with;
---	---
27
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(bb)	no Environmental Claim has been made against any Relevant Person or otherwise in connection with the Vessel which is either (i) in excess of US$5,000,000 or (ii) has or is reasonably likely to have a Material<br> Adverse Effect; and
(cc)	no Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred which has or is reasonably likely to have a Material Adverse Effect.
---	---

CLAUSE 46 – UNDERTAKINGS

46.1	The Charterers undertake that they shall comply or procure compliance with the following undertakings during the Charter Period (and to the extent that the Charterers are required to procure or ensure<br> compliance with any undertaking under this Clause 46 – (Undertaking) by Guarantor A and/or any Other Charterer which is directly owned by Guarantor A, the Charterers are only required to use their<br> best endeavours to procure or ensure such compliance):
(a)	the Charterers shall, on the Commencement Date, procure the delivery of the full legal and beneficial title (free of any Security Interests save for those created under a Leasing Document or Financial<br> Instrument or any other Permitted Security Interests) in the Vessel to the Owners;
---	---
(b)	there shall be sent to the Owners:
---	---
(i)	as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of the Charterers, the annual financial statement accounts of the Charterers for that<br> financial year as referred to in Guarantor B's or following the Disposal, the New Shareholder’s audited consolidated annual financial statement accounts for that financial year to be delivered under paragraph (iii) or (v) below;
---	---
(ii)	as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the unaudited semi-annual accounts of the Charterers for that half-year (as referred to in Guarantor B's or<br> following the Disposal, the New Shareholder’s audited consolidated financial statement accounts);
---	---
(iii)	as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of each Guarantor, the audited consolidated annual financial statement accounts of such<br> Guarantor for that financial year; and
---	---
(iv)	as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the semi-annual consolidated unaudited accounts of each Guarantor for that half-year certified as to their<br> correctness by at least one officer of such Guarantor;
---	---
(v)	following the Disposal, as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of the New Shareholder, the audited consolidated annual financial<br> statement accounts of the New Shareholder for that financial year; and
---	---
(vi)	following the Disposal, as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the semi-annual consolidated unaudited accounts of the New Shareholder for that<br> half-year certified as to their correctness by at least one officer of the New Shareholder;
---	---
28
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

and if any of the statements above are not in the English language then they shall be accompanied by an English translation and each set of financial statements delivered pursuant to this paragraph (b) shall be prepared using the generally accepted accounting principles in the United States and shall be certified by a duly authorised officer of the relevant company as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn;

(c)	they shall provide to the Owners, at the same time as they are despatched, copies of all notices and minutes relating to any of their extraordinary shareholders' meeting which are despatched to the<br> Charterers' or Guarantor B's or following the Disposal, the New Shareholder’s respective shareholders or creditors or any class of them, unless same are publicly available;
(d)	they will provide the Owners promptly upon becoming aware of them, the details of:
---	---
(i)	any litigation, arbitration or administrative proceedings or investigations relating to any alleged or actual breach of any Sanctions or Anti-Money Laundering Laws which are current or pending against any<br> Relevant Person, Approved Manager, Sub-charterer or other member of the Group;
---	---
(ii)	any litigation, arbitration or administrative proceedings or investigations relating to any other matters not referred to in paragraph (i) above (including proceedings or investigations relating to any<br> alleged or actual breach of the ISM Code or of the ISPS Code) in relation to a Relevant Person; and
---	---
(iii)	any Termination Event or Potential Termination Event that has occurred (and the steps, if any, being taken to remedy it);
---	---
(e)	they will, promptly upon a request by the Owners, supply to the Owners a certificate signed by an officer on its behalf certifying that no Termination Event has occurred (or if a Termination Event has<br> occurred, specifying the nature of the Termination Event (and the steps, if any, being taken to remedy it));
---	---
(f)	they shall, and shall procure that each other Relevant Person will, obtain and promptly renew or procure the obtainment or renewal of and provide copies of, from time to time, any necessary consents,<br> approvals, authorisations, licenses or permits of any regulatory body or authority for the transactions contemplated under each Leasing Document to which it is a party (including without limitation to sell, charter and operate the Vessel);
---	---
(g)	they shall not, and shall procure that each other Relevant Person will not, create, assume or permit to exist any Security Interest (other than any Permitted Security Interest) of any kind upon any Leasing<br> Document to which such Relevant Person is a party, and if applicable, the Vessel;
---	---
(h)	they shall at their own cost and shall procure that each other Relevant Person will:
---	---
29
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(i)	do all that such Relevant Person reasonably can to ensure that any Leasing Document to which such Relevant Person is a party validly creates the obligations and the Security Interests which such Relevant<br> Person purports to create; and
(ii)	without limiting the generality of paragraph (i), promptly register, file, record or enroll any Leasing Document to which such Relevant Person is a party with any court or authority in all Relevant<br> Jurisdictions, pay any stamp duty, registration or similar tax in all Relevant Jurisdictions in respect of any Leasing Document to which such Relevant Person is a party, give any notice or take any other step which, is or has become<br> necessary for any such Leasing Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which such Relevant Person creates;
---	---
(i)	they shall notify the Owners as soon as possible (but in any event no later than fifty nine (59) days prior to the expiry of the fixed period as per the Initial Sub-charter), together with any evidence<br> requested by the Owners, whether the Initial Sub-charterer intends to and will (with irrevocable confirmation from the Initial Sub-charterer) extend the charter period of the Initial Sub-charter in accordance with the terms thereunder;
---	---
(j)	they shall, and shall procure that each other Relevant Person will (where applicable), notify the Owners as soon as they become aware of the occurrence of:
---	---
(i)	any default by either any Approved Sub-charterer or the Charterers of the terms of an Assignable Sub-charter;
---	---
(ii)	an event of default or termination event howsoever called under the terms of any Assignable Sub-charter entitling either the Charterers or any Approved Sub-charterer to terminate an Assignable Sub-charter;
---	---
(iii)	breach of any Sanctions; or
---	---
(iv)	any Potential Termination Event or a Termination Event, and will keep the Owners fully up-to-date with all developments and the Charterers shall, if so requested by the Owners, provide any such certificate<br> signed by at least one officer, confirming that there exists no Termination Event;
---	---
(k)	they shall, and shall procure that each other Relevant Person will, on 30 June and 31 December of each calendar year and otherwise upon the Owners' and/or the Owners' Financiers (if any) request (acting<br> reasonably) from time to time and as soon as practicable after receiving such request, provide the Owners with any additional financial or other information relating:
---	---
(i)	to the Vessel (including, but not limited to the management, employment, condition, class records, location and pooling arrangement of the Vessel) and, to their best knowledge having made due enquiry, to the<br> Initial Sub-charterer;
---	---
(ii)	the terms and conditions of any Sub-charter together with any other information relating to such Sub-charter; and
---	---
30
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(iii)	to any other matter (which include without limitation, to their best knowledge having made due enquiry, any other matters relating to the Initial Sub-charterer) which may be reasonably requested by the Owners<br> (or the Owners' Financiers (if any)) at any time or which under the terms of the relevant Leasing Document may be sought from the person in possession of such information.
(l)	without prejudice to Clause 46.1(t), comply, or procure compliance, and shall procure that each other Relevant Person will comply or procure compliance, with all laws or regulations relating to the Vessel and<br> its construction, ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code, all Environmental Laws and the laws of the Vessel's registry and shall procure that the Technical Manager and the<br> Commercial Manager and the Vessel to be in the possession of proper trading certificates and other vessel related documents and to comply with other relevant laws and regulations;
---	---
(m)	the Vessel shall be maintained in the highest standard and classed with the Approved Classification Society and shall be free of all overdue conditions, recommendations, qualifications and conditions;
---	---
(n)	they shall not and shall ensure that each of the Other Charterers, the Guarantors and (following the Disposal), the New Shareholder shall not enter into any form of merger,<br> sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control:
---	---
(i)	in the case of the Charterers or any Other Charterer, other than any “Disposal” made under and in accordance with the terms of this Charter and/or the Other Charters; and
---	---
(ii)	in the case of any Guarantor, unless it remains as the surviving entity after such merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of<br> voting control and clause 11.14 (Financial Covenant) of the relevant Guarantee is complied with;
---	---
(o)	they will comply, and will procure that each other Relevant Person, each other member of the Group or, will use best endeavours to procure that, any Sub-charterer will comply, with all Sanctions and all laws<br> and regulations relating to such Relevant Person, the Vessel and its construction, ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code (including the maintenance of an ISSC), all<br> Environmental Laws, all Anti-Money Laundering Laws, Business Ethics Laws and the laws of the Vessel's registry, and in particular, they shall effect and maintain a sanctions compliance policy which, inter alia, implements the<br> recommendations of the Sanctions Advisory, to ensure compliance with all such laws and regulations implemented from time to time, including, without limitation they will, and will procure that (in the case of any Sub-charterer, use best<br> endeavours to procure that) each other Relevant Person, each other member of the Group and any Sub-charterer will:
---	---
(i)	conduct their activities in a manner consistent with US and UN sanctions, as applicable;
---	---
(ii)	have sufficient resources in place to ensure execution of and compliance with their own sanctions policies by their personnel, e.g., direct hires, contractors, and staff;
---	---
31
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(iii)	ensure subsidiaries and affiliates comply with the relevant policies, as applicable;
(iv)	have relevant controls in place to monitor automatic identification system (AIS) transponders;
---	---
(v)	have controls in place to screen and assess onboarding or offloading cargo in areas they determine to present a high risk;
---	---
(vi)	have controls to assess authenticity of bills of lading, as necessary; and
---	---
(vii)	have controls in place consistent with the Sanctions Advisory;
---	---
(p)	without limiting Clause 46.1(o), they will procure that:
---	---
(i)	the Vessel shall not be constructed, operated, employed, managed, used by or for the benefit of a Prohibited Person;
---	---
(ii)	the Vessel shall not be employed in trading with any Prohibited Person or in any manner contrary to Sanctions;
---	---
(iii)	notwithstanding any other provision of this paragraph (p), the Vessel shall not be permitted to call at any port in any Prohibited Country or any area or country where trading in such area or country would<br> constitute or would be reasonably expected to constitute a breach of Sanctions;
---	---
(iv)	the Vessel shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances or in any manner which would result or would<br> reasonably be expected to result in any Relevant Person or the Owners becoming a Prohibited Person; and
---	---
(v)	that each charterparty in respect of the Vessel (other than the Initial Sub-charter) shall contain, for the benefit of the Owners, language which gives effect to the provisions of Clause 46.1(p) as regards<br> Sanctions and of this Clause and which permits refusal of employment or voyage orders if compliance would result in a breach of Sanctions and which prohibits trading to any Prohibited Country;
---	---
(q)	they shall ensure that the Market Value of the Vessel will be tested at any of the following instances:
---	---
(i)	in the absence of a Termination Event which is continuing, at least once every calendar year during the Charter Period (being, 31 December of each calendar year) and the Charterers shall procure a valuation<br> report issued by the Approved Valuers to be delivered to the Owners (for the avoidance of doubt, such valuation report should be dated not earlier than fifteen (15) calendar days before the applicable testing date (or on such other date as<br> the Owners and the Charterers may agree));
---	---
(ii)	if, in the opinion of the Owners, any volatile market fluctuations occur that may affect the value of the Vessel or vessels of the similar type of the Vessel, at any time at the request of the Owners, but in<br> any case no more than once per calendar year-in addition to any report obtained pursuant to sub-paragraph (i) above;
---	---
32
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(iii)	at any time at the request of the Owners (acting reasonably) if the Owners have determined that the then applicable Outstanding Capital Balance is likely to exceed eighty five (85%) per cent of the Market<br> Value of the Vessel; and
(iv)	upon the occurrence of a Termination Event which is continuing, at any time at the request of the Owners, and in each case above, the Charterers shall bear the fees and expenses of the Approved Valuers<br> arising in connection with conducting any such valuations or reimburse the same to the Owners (as the case may be).
---	---
(r)	they shall notify the Owners immediately of:
---	---
(i)	as soon as they become aware, any Environmental Claim made against the Charterers or any Sub-charterer in connection with the Vessel or any Environmental Incident;
---	---
(ii)	arrest or detention of the Vessel;
---	---
(iii)	any exercise or purported exercise of any lien on that Vessel or its Earnings or any requisition of that Vessel for hire;
---	---
(iv)	any damage caused to or alteration of the Vessel for any reason whatsoever which results, or may be expected to result, in repairs on the Vessel which exceed $5,000,000; or
---	---
(v)	any casualty or occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become, a Major Casualty;
---	---
(s)	subject to the terms of this Charter, the Charterers may freely sub-charter the Vessel (other than on a bareboat charter basis, irrespective of duration) save that the Owners' prior written consent shall be<br> required to any Assignable Sub-charter (such consent not to be unreasonably withheld or delayed) and the Charterers shall assign all their rights and interests under such Assignable Sub-charter and procure (on a best efforts basis) the<br> Sub-charterer of such Assignable Sub-charter to give a written acknowledgment of such assignment and provide such documents as the Owners may reasonably require regarding the due execution of such Assignable Sub-charter;
---	---
(t)	they shall, and shall procure that each other Relevant Person will, comply with all applicable laws and regulations in respect of Sanctions, and in particular, the Charterers shall effect and maintain a<br> sanctions compliance policy to ensure compliance with all such laws and regulations implemented from time to time;
---	---
(u)	they shall, and shall procure that each other Relevant Person and their respective officers, directors and employees, will:
---	---
(i)	conduct its business in compliance with all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;
---	---
33
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(ii)	maintain systems, controls, policies and procedures designed to promote and achieve ongoing compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;
(iii)	in respect of the Charterers, not use, or permit or authorize any person to directly or indirectly use, the Financing Amount for any purpose that would breach any Anti-Money Laundering Laws, Anti-Terrorism<br> Financing Laws and/or Business Ethics Laws;
---	---
(iv)	not lend, invest, contribute or otherwise make available the Financing Amount to or for any other person in a manner which would result in a violation of Anti-Money Laundering Laws, Anti-Terrorism Financing<br> Laws and/or Business Ethics Laws.
---	---
(v)	they shall, and shall procure that that each other Relevant Person will, promptly notify the Owners and provide all information in relation to its business and operations which may be relevant for the<br> purposes of ascertaining whether they are in compliance with all applicable laws and regulations relating to Sanctions, and in particular, the Charterers shall notify the Owners in writing immediately upon being aware that any of the<br> Charterers' shareholders, directors, officers or employees is a Prohibited Person or has otherwise become a target of Sanctions;
---	---
(w)	they shall not appoint or permit to be appointed any manager of the Vessel save for an Approved Manager on terms acceptable to the Owners and such Approved Manager has (prior to accepting its appointment<br> entered into a Manager's Undertaking);
---	---
(x)	if at any time;
---	---
(i)	the shares of any Guarantor and/or (following the Disposal) the New Shareholder cease to trade on The New York Stock Exchange or the NASDAQ or Over the Counter (OTC), the Charterers shall promptly, and in any<br> event within thirty (30) days upon receiving written request from the Owners, provide, or ensure that a third party has provided, additional security acceptable to the Owners and documented in such terms as the Owners may require; or
---	---
(ii)	pursuant to Clause 46.1(q), it is determined that the then applicable Outstanding Capital Balance exceeds eighty five (85%) per cent of the Market Value of the Vessel (the "LTV<br><br><br><br><br><br><br> Breach" and the said difference between the applicable Outstanding Capital Balance and eighty five (85%) per cent of the Market Value of the Vessel shall be referred to as the "shortfall"),<br> the Charterers shall, promptly and in any event no later than the date falling thirty (30) days from the date on which the Owners receive the valuation report(s) pursuant to Clause 46.1(q), at the Owners' discretion, either:
---	---
(1)	make payment in an amount such as to eliminate the shortfall which payment shall be deemed to be an advance payment of hire and credited against future instalment(s) of Fixed Charterhire (or part thereof)<br> such that the amount of Fixed Charterhire for each Payment Date falling after that prepayment will be reduced pro rata by the amount paid; and/or
---	---
34
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(2)	provide, or ensure that a third party has provided, additional Security Interests which, has a Market Value (in the case of a Security Interests over a vessel) or otherwise in the opinion of the Owners (in<br> the case of Security Interests over any other asset) has a net realisable value at least equal to the shortfall and is acceptable to the Owners, and which is documented in such terms as the Owners may require.
(y)	save with the prior written consent of the Owners (such consent not to be unreasonably withheld or delayed), they shall not, and shall procure that no other Relevant Person shall, agree or enter into any<br> transaction, arrangement, document or do or omit to do anything which will have the effect of varying, amending, supplementing or waiving any term of the Initial Sub-charter or any other Assignable Sub-Charter;
---	---
(z)	they shall ensure that:
---	---
(i)	all Earnings and any other amounts received by them in connection with the Vessel are paid into the Operating Account^^;
---	---
(ii)	all of their operating expenses in connection with the Vessel are paid from the Operating Account or via the monthly budget from the manager's bank account which shall be credited from the Operating Account^^; and
---	---
(iii)	the credit balance in the Operating Account shall not at any time as from the Commencement Date, be less than $500,000;
---	---

(aa)

(i)	they shall not:
(1)	purchase, cancel or redeem any of its issued shares;
---	---
(2)	increase or reduce the number of shares that it is authorized to issue or change the par value of such shares or create any new class of shares;
---	---
(3)	issues any further shares; and
---	---
(ii)	they shall not, and shall procure that each Guarantor and (following the Disposal) the New Shareholder shall not, make or pay any dividend or other distribution (in cash or in kind) in respect of its issued<br> shares to any shareholder (including the holders of preference shares (if any)) following the occurrence of a Termination Event (other than a Termination Event which has been waived by the Owners or remedied to<br> the satisfaction of the Owners (acting reasonably));
---	---
(bb)	the Vessel shall be registered under the Flag State at all times;
---	---
(cc)	they shall ensure that the Vessels to be maintained with all spare parts on board and on order and with all stores on board together with all records, logs, plans, operating manuals and drawings in relation<br> to the Vessel or the Vessel's operations and/or maintenance;
---	---
35
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(dd)	they shall, upon the request of the Owners and at the cost of the Charterers, on or before 31st July in each calendar year, supply or procure the supply to the Owners all information necessary in order for<br> the Owners to comply with their or any Owners' Financiers' obligations under the Poseidon Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption data required to be collected and reported<br> in accordance with Regulation 22A of Annex VI and any Statement of Compliance relating to the Vessel for the preceding calendar year and, for the avoidance of doubt, such information shall be "Confidential Information" for the purposes of<br> Clause 57 – (Confidentiality) but the Charterers acknowledge that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the Owners'<br> and/or Owners' Financiers' portfolio climate alignment;
(ee)	they will procure that:
---	---
(i)	no Disposal shall take place unless fifteen (15) Business Days prior written notification has been given to the Owners;
---	---
(ii)	without prejudice to paragraph (i) above, on the completion of a Disposal, the relevant Disposal Conditions are, or will be satisfied;
---	---
(iii)	upon the completion of the Disposal, the Security Interest created under the New Shares Security shall be fully perfected in accordance with the terms of the New Shares Security;
---	---
(iv)	there shall be made and/or deemed to be made any further amendments necessary consequential to the effect of the Disposal to the Leasing Documents, or otherwise reasonably required by the Owners the "Disposal Amendments").
---	---
(ff)	they:
---	---
(i)	shall or shall procure that any other organisation or person whom the Charterers have contractually agreed to take over all duties and responsibilities imposed by the ISM Code (including each Approved Manager<br> or any Sub-charterer) will:
---	---
(1)	surrender any Emission Allowances in respect of the Vessel under any applicable Emission Scheme; and
---	---
(2)	promptly upon the Owners’ request, provide and submit such signed mandate letter in the form required by the Owners and the relevant authority and provide any other information and documents as required by<br> the Owners and/or the relevant authority in relation to any applicable Emission Scheme;
---	---
(ii)	shall fulfil all obligations (including without limitation, paying all documented costs, expenses, liabilities and losses, legal and accounting fees and disbursements, penalties and interest) which may be<br> imposed on the Owners as registered owner of the Vessel by the MARPOL Carbon Intensity Regulations; and
---	---
(iii)	shall promptly pay all documented amounts of any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with EU ETS and Fuel EU Maritime, or any consequences resulting<br> from or in connection with non-compliance with EU ETS and Fuel EU Maritime;
---	---
(gg)	without prejudice to the foregoing paragraph (ff) in relation to EU ETS:
---	---
36
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(i)	if the Vessel sails into any European Union ports, the Charterers shall register the Vessel as part of a "Shipping Company" as required under EU ETS and shall comply in all respects with EU ETS and Fuel EU<br> Maritime as it applies to them;
(ii)	if required by the Owners, the Charterers shall provide a letter in a format to be acceptable to the Owners confirming that they have assumed responsibility for the operation of the Vessel and have<br> indemnified the Owners of all liabilities under EU ETS and Fuel EU Maritime (the "ETS and Fuel EU Maritime Letter");
---	---
(iii)	the Charterers shall submit the ETS and Fuel EU Maritime Letter to the relevant administering authority upon registration of the Vessel pursuant to EU ETS and shall promptly provide the Owners (which shall be<br> no later than fourteen (14) days of the Owners’ demand) with evidence of such submission and registration; and
---	---
(iv)	if required by the Owners, the Charterers shall enter and shall exercise its best efforts to procure that any other organisation or person whom the Charterers have contractually agreed to take over all duties<br> and responsibilities imposed by the ISM Code (including the Approved Manager or any Sub-charterer) enters an agreement with the Owners setting out how the parties will co-operate to exchange, review and analyse all relevant data and<br> information relating to the ETS and Fuel EU Maritime as required to enable the parties to ensure compliance with the EU ETS and Fuel EU Maritime in accordance with the parties' obligations under Clauses 46.1(ff), (gg) and (hh) (the "ETS and Fuel EU Maritime Agreement"); and
---	---
(hh)	they shall (and they shall procure that each of the Approved Manager and the Sub- charterer shall):
---	---
(i)	co-operate and exchange all relevant data and information with each other in a timely manner to:
---	---
(1)	facilitate compliance by the Charterers and any other Emission Scheme Participant with any applicable Emission Scheme; and
---	---
(2)	enable the Charterers and any other Emission Scheme Participant to calculate the amount of Emission Allowances in respect of the Vessel which are required to be surrendered to the relevant Emission Scheme<br> Authority for that Emission Scheme during the Charter Period,
---	---
(ii)	promptly supply to the relevant Emission Scheme Authority relating to any applicable Emission Scheme with all relevant documents (including without limitation, any relevant mandating documents required in<br> connection with surrendering the relevant Emission Allowances to the relevant Emission Scheme Authority relating to the relevant Emission Scheme) required to be provided to such Emission Scheme Authority relating to such Emission Scheme,<br> and to do all such things necessary or advisable to ensure that the Owners, the Charterers, each Emission Scheme Participant and the Vessel will be in compliance with all Environmental Laws.
---	---
46.2	Russian oil price cap
---	---
37
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(a)	The Charterers undertake that they will, at all times comply, and require compliance by:
(i)	all Sub-charterers of the Vessel;
---	---
(ii)	all parties (each a "Counterparty") with whom the Charterers or a sub-charterer enters into a contract of carriage in respect of the Vessel, with the Russian Oil Price<br> Cap Measures.
---	---
(b)	Without prejudice to the generality of paragraph (a) above, the Charterers undertake that they will prior to the Vessel first commencing lifting or loading of Russian Oil Products (including any ship-to-ship<br> or similar transfer) or the effective date of a contract between the Charterers and an applicable Counterparty (whichever is earlier) and, throughout the duration of each contract, prior to any lifting or loading of Russian Oil Products<br> (including any ship-to-ship or similar transfer) obtain:
---	---
(i)	price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(ii)	a signed attestation from its applicable Counterparty that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(iii)	documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.
---	---
(c)	In addition to the generality of the undertaking at paragraph (a) above, the Charterers shall promptly, and in any event no later than 30 days after the Vessel commencing any lifting or loading of Russian Oil<br> Products (including any ship-to-ship or similar transfer) provide to the Owners such of the following as the Owners shall specify:
---	---
(i)	price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(ii)	an attestation signed by an authorised signatory in the form set forth in Schedule 4 confirming that the Charterers have complied in all respects with the Russian Oil Price Cap Measures; or
---	---
(iii)	documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.
---	---
(d)	Without prejudice to the generality of paragraph (a) above, the Charterers undertake to the Owners that they will ensure, exercising best commercial endeavours, that any sub-charter or other contract of<br> carriage in respect of the Vessel will include for the benefit of the Charterers provisions requiring the sub-charterer or person to whom the Charterers have sub-let the Vessel or with whom it has entered into a contract of carriage to<br> comply with the Russian Oil Price Cap Measures and to provide such information and documentation at such times as is necessary for the Charterers to comply with this Clause 46.2 (Russian oil price cap).
---	---
38
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(e)	The Charterers undertake that they will:
(i)	provide the Owners with such information, and at such times, as they may reasonably require for the purposes of the Owners satisfying any record keeping obligations applicable to them or an Affiliate under<br> the Russian Oil Price Cap Measures;
---	---
(ii)	promptly upon request and within 30 days of any request provide the Owners with such other information in relation to compliance with the Russian Oil Price Cap Measures as the Owners may from time to time<br> reasonably request including without limitation any information relating to ancillary costs as may be specified from time to time pursuant to the Russian Oil Price Cap Measures; and
---	---
(iii)	comply with such further or additional requirements as the Owners may from time to time require in writing, acting reasonably, in response to changes to any of the Russian Oil Price Cap Measures, or the<br> introduction of similar measures relating to Russian Oil Products, or changes to any guidance, application, interpretation or market practice in respect of the Russian Oil Price Cap Measures.
---	---

The obligations in this paragraph (e) are continuing and, in particular, shall survive and remain binding on the Charterers until all attestations and such other information as may be requested pursuant to this paragraph (e) have been received in satisfactory form by the Owners.

(f)	The Charterers shall undertake appropriate due diligence on their counterparties to satisfy themselves, based on the information available, of the reliability and accuracy of any information provided by such<br> counterparties for the purposes of or relating to satisfying the requirements of paragraph (b) above.
(g)	The Charterers agree that the Owners may forward all attestations and other documents which the Charterers may from time to time deliver to the Owners pursuant to paragraphs (c) and (e) above to any<br> applicable regulators or to any other party to which the Owners may be required to forward or disclose such attestations or other documents in accordance with the Russian Oil Price Cap Measures.
---	---

CLAUSE 47 – INSPECTION OF VESSEL

47.1	Without prejudice to Clause 47.2 (Inspection of Vessel) below, the Owners shall, after giving notice to the Charterers, be entitled to inspect or survey the Vessel or<br> instruct a surveyor to carry out such survey on their behalf:
(a)	to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained;
---	---
(b)	in dry-dock if the Charterers have not dry-docked the Vessel in accordance with Clause 10(g) (Periodical Dry-Docking); and
---	---
(c)	for any other reason they consider necessary, provided it does not unduly interfere with the operation of the Vessel.
---	---
39
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

47.2	The Owners shall be entitled to exercise its rights of inspection or survey as described under Clause 47.1 once a year at the cost of the Charterers and at any other time at the cost of the Owners (and,<br> except where inspection or survey is carried out pursuant to the following (a) or (b), without interference to the operation of the Vessel), save that (a) upon the occurrence of a Termination Event or the occurrence of any major insurance<br> claims which exceeds the Major Casualty amount in respect of the Vessel, the Owners shall have the right to inspect or survey the Vessel or instruct a duly authorized surveyor to carry out such survey on their behalf at any time (and for<br> the avoidance of doubt, more than once a year) without prior notice to, and at the cost of, the Charterers; and (b) the Owners shall have the right to inspect or survey the Vessel or instruct a duly authorized surveyor to carry out such<br> survey on their behalf at any time prior to the Commencement Date. The Charterers shall procure that the Owners can fully exercise such rights of inspection and survey.
47.3	The Charterers shall also permit the Owners to inspect the Vessel's log books whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other<br> accidents or damage to the Vessel.
---	---
47.4	Except as otherwise provided under Clause 47.2, the documented costs and fees for any inspection and survey permitted under this Clause shall be paid by the Charterers.
---	---
47.5	All time used in respect of inspection, survey or repairs pursuant to this Clause shall be for the Charterers' account and form part of the Charter Period.
---	---

CLAUSE 48 – VOLUNTARY PREPAYMENT

48.1	Upon providing the Owners not less than ninety (90) days' (or such shorter period as the Owners may agree) prior written notice, the Charterers shall have the option to make a prepayment to the Owners on the<br> next occurring Payment Date in an amount of a minimum of one million dollars (US$1,000,000) or higher integral multiples thereof provided that,
(a)	the Charterers may only exercise such option once per year after the date falling twelve (12) months from the Commencement Date;
---	---
(b)	any such prepayment shall be made together with a prepayment fee in the amount of:
---	---
(i)	if the option of such partial prepayment is exercised after the date falling twelve (12) months from the Commencement Date but on or before the date falling twenty four (24) months after the Commencement<br> Date, one point five per cent (1.5%) of the amount prepaid;
---	---
(ii)	if the option of such partial prepayment is exercised after the date falling twenty four (24) months from the Commencement Date but on or before the date falling thirty six (36) months from the Commencement<br> Date, one per cent (1.00%) of the amount prepaid; or
---	---
(iii)	if the option of such partial prepayment is exercised after the date falling thirty six (36) months from the Commencement Date, zero per cent (0%);
---	---
(c)	the aggregate amount of any such prepayment shall not exceed $5,000,000 in total throughout the Charter Period; and
---	---
40
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(d)	any such prepayment shall be deemed to be an advance payment of hire and credited against future instalment(s) of Fixed Charterhire (or part thereof) such that the amount of Fixed Charterhire for each Payment<br> Date falling after that prepayment will be reduced pro rata by the amount paid.

CLAUSE 49 – TERMINATION EVENTS

49.1	The Owners and the Charterers hereby agree that any of the following events shall constitute a Termination Event:
(a)	any Relevant Person fails to make any payment on the due date or on demand in accordance with the terms of any Leasing Document to which it is a party, unless such non-payment is caused by administrative or<br> technical error and the relevant payment is made within three (3) Business Days (in the case of payment of Charterhire) or five (5) Business Days (in the case of any other payment, other than Charterhire) of the relevant due date;
---	---
(b)	the Charterers breach or omit to observe or perform any of their undertakings in Clause 46.1 (a), (f), (g), (j)(iii), (l), (o), (p), (t), (u), (v), (x) or (z)(iii) or any Guarantor breaches or omits to<br> observe or perform any of its undertakings or the financial covenants contained under clause 11.14 (Financial covenants) of the relevant Guarantee or (following the Disposal) the New Shareholder<br> breaches or omits to observe or perform any of its undertakings or the financial covenants contained under the New Guarantee;
---	---
(c)	the Charterers fail to obtain and/or maintain the Insurances required under Clause 39 – (Insurance) in accordance with the provisions thereof (or any insurer in<br> respect of such Insurances cancels the Insurances or disclaims liability with respect thereto);
---	---
(d)	any Relevant Person commits any other breach of, or omits to observe or perform, any of their other obligations or undertakings in this Charter or any Leasing Document (other than a breach referred to in<br> paragraphs (a), (b) and (c) above) unless such breach or omission is in the opinion of the Owners, remediable and the Relevant Person remedies (or cause to remedy) such breach or omission to the satisfaction of the Owners within fifteen<br> (15) Business Days of the occurrence of such breach or omission;
---	---
(e)	any representation or warranty made by any Relevant Person in or pursuant to any Leasing Document to which it is a party proves to be untrue or misleading when it is made;
---	---
(f)	any of the following occurs in relation to any Financial Indebtedness of any of the Charterer, the Guarantors and (following the Disposal) the New Shareholder:
---	---
(i)	any Financial Indebtedness of such entity is not paid when due or, if so payable, on demand after any applicable grace period has expired;
---	---
(ii)	any Financial Indebtedness of such entity becomes due and payable, or capable of being declared due and payable, prior to its stated maturity date as a consequence of any event of default and not as a<br> consequence of the exercise of any voluntary right of prepayment;
---	---
(iii)	a lease, hire purchase agreement or charter creating any Financial Indebtedness of such entity is terminated by the lessor or owner as a consequence of any termination event or event of default (howsoever<br> defined); or
---	---
41
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(iv)

any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction, relating to any Financial Indebtedness of such entity ceases to be available or becomes capable of being terminated or declared due and payable or cash cover is required or becomes capable of being required, as a result of any termination event or event of default (howsoever defined);

provided that no Termination Event will occur under this paragraph (f) in respect of (A) the any Guarantor if the aggregate amount of Financial Indebtedness falling within sub-paragraphs (i) to (iv) above is less than US$10,000,000 (or its equivalent in any other currency or currencies) or (B) the Charterer if the aggregate amount of Financial Indebtedness falling within sub-paragraphs (i) to (iv) above is less than US$2,000,000 (or its equivalent in any other currency or currencies);

(g)	any of the following occurs in relation to any of the Charterer, the Guarantors and (following the Disposal) the New Shareholder:
(i)	such entity becomes, in the opinion of the Owners, unable to pay their debts as they fall due;
---	---
(ii)	in respect of such entity, the value of its assets is less than its liabilities (taking into account contingent liabilities);
---	---
(iii)	any administrative or other receiver is appointed over all or a substantial part of the assets of such entity unless as part of a solvent reorganisation which has been approved by the Owners;
---	---
(iv)	such entity makes any formal declaration of bankruptcy or any formal statement to the effect that they are insolvent or likely to become insolvent, or a winding up or administration order is made in relation<br> to such entity, or the members or directors of such entity pass a resolution to the effect that they should be wound up, placed in administration or cease to carry on business;
---	---
(v)	a petition is presented in any Relevant Jurisdiction for the winding up or administration, or the appointment of a provisional liquidator, of such entity;
---	---
(vi)	such entity petitions a court, or presents any proposal for, any form of judicial or non-judicial suspension or deferral of payments, reorganisation of their debt (or certain of their debt) or arrangement<br> with all or a substantial proportion (by number or value) of their creditors or of any class of them or with a minority proportion (by number or value) of their creditors or of any class of them which would reasonably likely to have a<br> Material Adverse Effect or any such suspension or deferral of payments, reorganisation or arrangement is effected by court order, contract or otherwise;
---	---
(vii)	any meeting of the members or board of directors of such entity is summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraph (iii),<br> (iv), (v) or (vi);
---	---
42
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(viii)	in any jurisdiction, any event occurs or any procedure is commenced which, in the opinion of the Owners, is similar to any of the foregoing referred to in (ii) to and including (vii) above; or
(ix)	any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction which affects any asset or assets of such entity which is not discharged within fourteen (14)<br> days;
---	---
(h)	the Charterer or any Guarantor or (following the Disposal) the New Shareholder suspends or ceases or threatens to suspend or cease carrying on its business;
---	---
(i)	any consent, approval, authorisation, license or permit necessary to enable the Charterers to operate or charter the Vessel or any Relevant Person to comply with any provision of Leasing Document (as the case<br> may be) and/or to ensure that the obligations of any Relevant Person under any Leasing Document are legal, valid, binding or enforceable (I) is not granted, (II) expires without being renewed, (III) is revoked or becomes liable to<br> revocation or (IV) any condition of such a consent, approval, authorisation, license or permit is not fulfilled;
---	---
(j)	any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect;
---	---
(k)	this Charter or any Leasing Document or any Security Interest created by a Leasing Document:
---	---
(i)	is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason or no longer constitutes valid, binding and enforceable obligations of any party to that<br> document for any reason whatsoever; or
---	---
(ii)	is amended or varied without the prior written consent of the Owners;
---	---
(l)	the Charterer, any Guarantor, the Approved Manager or (following the Disposal) the New Shareholder rescinds or purports to rescind or repudiates or purports to repudiate a Leasing Document;
---	---
(m)	the Security Interest constituted by any Leasing Document is in any way imperiled or in jeopardy;
---	---
(n)	any Termination Event (as defined in the Existing Charter) occurs under the Existing Charter;
---	---
(o)	any Termination Event (as defined in each Other Charter) occurs under such Other Charter (for the avoidance of doubt, in relation to each Other Charter, this shall exclude any cancellation or termination of<br> the MOA (as defined in such Other Charter) and/or such Other Charter pursuant to clause 51A of such Other Charter);
---	---
(p)	if any Relevant Person:
---	---
(i)	is or becomes a Prohibited Person;
---	---
(ii)	is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;
---	---
43
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(iii)	owns or controls a Prohibited Person;
(iv)	has a Prohibited Person serving as a director, officer or employee;;
---	---
(q)	save as expressly permitted under this Charter there is a merger, amalgamation, demerger or corporate reconstruction of any of the Charterers, the Other Charterers, the Guarantors and (following the Disposal)<br> the New Shareholder, without the Owners' prior written consent;
---	---

(r)

(i)	the shares of any Guarantor and/or (following the Disposal) the New Shareholder cease to trade on The New York Stock Exchange or the NASDAQ or Over the Counter (OTC), unless the Charterers comply with their<br> obligations under Clause 46.1(x); or
(ii)	any Guarantor and/or (following the Disposal) the New Shareholder cease being an entity reporting with the U.S. Securities and Exchange Commission;
---	---
(s)	there is a change in control of ownership or control of the Charterers or there is a change of voting control in the case of any Guarantor and/or (following the Disposal) the New Shareholder as set out in<br> Clause 45 – (Representations and Warranties) unless prior written consent from the Owners has been obtained prior to such change;
---	---
(t)	there is any occurrence of any litigation, arbitration or administrative proceedings or investigations involving a Relevant Person which has been commenced or taken and has been adversely determined and which<br> has or is reasonably likely to have a Material Adverse Effect; or
---	---
(u)	any lease, hire purchase agreement, charter or any other financing arrangement in respect of any Associated Vessel (other than the Vessel and the Other Vessels) is terminated, cancelled or repudiated by the<br> relevant lessor or owner or financier as a consequence of any termination event or event of default (howsoever defined therein).
---	---
49.2	Notwithstanding and without prejudice to Clause 33 – (Cancellation), upon the occurrence of any Termination Event which is continuing, the Owners may issue a written<br> notice to the Charterers terminating this leasing of the Vessel under this Charter and demanding payment of the Termination Sum (the "Termination Notice"),<br> whereupon the Charterers shall be obliged to pay the Termination Sum to the Owners on the date specified by the Owners in their sole discretion in the Termination Notice (the "Termination Date").
---	---
49.3	For the avoidance of doubt, notwithstanding any action taken by the Owners following a Termination Event, the Charterers shall remain liable for the outstanding obligations on their part to be performed under<br> this Charter including but not limited to all insurance, operational and maintenance covenants until such time as the Vessel is redelivered to the Owners in accordance with Clause 41.5, or the title is transferred to the Charterers in<br> accordance with Clause 41.3, the Vessel is sold in accordance with 41.9 or the Owners exercise the option set out in Clause 41.10.
---	---
44
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

49.4

Without limiting the generality of the foregoing or any other rights of the Owners (but without prejudicing the rights of the Charterers pursuant to Clause 41.9), upon the occurrence of a Termination Event which is continuing, the Charterers agree and acknowledge that the Owners shall have the sole and exclusive right and power to (i) settle, compromise, compound, adjust or defend any action, suit or proceeding relating to or pertaining to the Vessel, (ii) make proof of loss, appear in and prosecute any action arising from any policy or policies of insurance maintained pursuant to this Charter, and settle, adjust or compromise any claims for loss, damage or destruction under, or take any other action in respect of, any such policy or policies and/or change or appoint a new manager for the Vessel and the appointment of any originally appointed manager may be terminated immediately without any recourse to the Owners.

49.5

Each Termination Event which is continuing shall either be a breach of condition by the Charterers where it involves a breach of this Charter or any of the other Leasing Document by the Charterers or shall otherwise be an agreed terminating event, the occurrence of which gives rise to a right of the Owners to terminate the leasing of the Vessel under this Charter and to exercise its rights under this clause, provided that, in case of a breach of contract claim, the claim amount of the Owners should not exceed the applicable Termination Sum as at the relevant time.

---

CLAUSE 50 – MANDATORY SALE

50.1	If it becomes unlawful in any applicable jurisdiction for the Owners to perform any of their obligations as contemplated by this Charter or the MOA to perform their obligations under the Financial<br> Instruments, the Owners shall notify the Charterers of this event and the Charterers shall be required to pay the Mandatory Sale Price to the Owners within sixty (60) days following<br><br><br><br><br><br><br> such written notice by the Owners or, if earlier, the date specified by the Owners in the notice delivered to the Charterers (being no earlier than the last day of any applicable grace period permitted by law), and this Charter shall<br> terminate in accordance with the procedures set out in Clause 50.4.
50.2	If it is or has become:
---	---
(a)	unlawful or prohibited, whether as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or
---	---
(b)	contrary to, or inconsistent with, any regulation, for any Relevant Person to maintain or give effect to any of its obligations under this Charter or any of the other Leasing Documents to which it is a party<br> in the manner it is contemplated under such Leasing Document or any of the obligations of such Relevant Person under any Leasing Document to which it is a party are not or cease to be legal, valid, binding and enforceable, the Charterers<br> shall be required to pay the Mandatory Sale Price to the Owners within sixty (60) days following such occurrence or, if earlier, a date specified by the Owners (being no earlier than the last day of any applicable grace period permitted by<br> law), and this Charter shall terminate in accordance with the procedures set out in Clause 50.4.
---	---
50.3	If there is a breach of 46.1(j)(iii), 46.1(t), 46.1(u) or 46.1(v) in any such case on the basis that reference to "the People's Republic of China" applies to the definition of "Prohibited Person" or paragraph<br> (e) of the definition of "Sanctions Authority" applies to the definition of "Sanctions Authority", the Charterers shall be required to pay the Mandatory Sale Price to the Owners within sixty (60) days following<br> such occurrence or, if earlier, a date specified by the Owners (being no earlier than the last day of any applicable grace period permitted by law or the relevant official institution, agency or the government of the People's Republic of<br> China) and this Charter shall terminate in accordance with the procedures set out in Clause 50.4.
---	---
45
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

50.4

If the Mandatory Sale Price becomes payable in accordance with Clause 36.13 or Clause 37.3 or Clause 50.1 or Clause 50.2 or Clause 50.3 or Clause 55.5, the same shall (in each such case) be payable in consideration of the purchase and transfer of the legal and beneficial title of the Vessel pursuant to Clause 53 – (Sale of the Vessel). The day on which the Mandatory Sale Price is paid pursuant to Clause 36.13 or Clause 37.3 or Clause 50.1, Clause 50.2 or Clause 50.3 or Clause 55.5 is a "Mandatory Sale Date" and such transfer of Vessel provided therein is a "Mandatory Sale".

CLAUSE 51 – VOLUNTARY EARLY TERMINATION

51.1	The Charterers shall have the right (the "Voluntary Early Termination"), after the date falling twelve (12) months from the Commencement Date, to purchase the Vessel on<br> any date specified in the Voluntary Early Termination Notice (as hereinafter defined) at the applicable Voluntary Early Termination Price, subject to the other terms of this Clause 51 – (Voluntary Early<br> Termination).
51.2	The Voluntary Early Termination shall be exercisable only:
---	---
(a)	upon the Charterers providing not less than ninety (90) days' prior written notice (the "Voluntary Early Termination Notice") to purchase the Vessel;
---	---
(b)	after the date falling twelve (12) months from the Commencement Date (unless otherwise agreed by the Owners) (the "Voluntary Early Termination Date"); and
---	---
(c)	in the absence of the occurrence of a Termination Event which is continuing on or prior to either the date of the Voluntary Early Termination Notice or the Voluntary Early Termination Date.
---	---
51.3	The Voluntary Early Termination Notice shall be signed by a duly authorised officer or attorney of the Charterers and, once delivered to the Owners, will be irrevocable and the Charterers shall be bound to<br> pay to the Owners the Voluntary Early Termination Price on the Voluntary Early Termination Date.
---	---
51.4	The sale of the Vessel pursuant to the Charterers' exercise of the Voluntary Early Termination shall be conducted in accordance with Clause 53 – (Sale of the Vessel).
---	---

CLAUSE 51A –USTR TERMINATION EVENT

51A.1	If, prior to the occurrence of the date falling twelve (12) months from the Commencement Date, in relation to any port call of the Vessel in the US (a "US Port Call"):
(a)	the Charterers and/or any Approved Sub-charterer determine that such call would result in additional port fees, dues, imposts, levies or any other additional fees or expenses (the "Additional Port Call Fees") (for the avoidance of doubt, as between the Owners and Charterers (the "Parties") any such Additional Port Call Fees shall be borne by<br> the Charterers); and
---	---
46
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(b)	in the reasonable opinion of the Charterers, such Additional Port Call Fees;
(i)	would be incurred by the Charterers and/or the Approved Sub-charterer (as the case may be) exclusively due to the beneficial or legal ownership of the Owners;
---	---
(ii)	arise as a result of the Section 301 (of the U.S. Trade Act of 1974) Investigations on China’s Targeting of the Maritime, Logistics and Shipbuilding Sectors for Dominance, or any governmental policy or directive targeting Chinese<br> maritime or financial interests; and
---	---
(iii)	would have direct and adverse effect to the business or operations of the Charterers (for the purposes of this sub-paragraph (iii), a direct and adverse effect shall be deemed to exist if:
---	---
(x)	in relation to the Initial Sub-charter, the Initial Sub-charterer has informed the Charterers of its intention to terminate the Initial Sub-charter as a result of the Additional Port Call Fees; or
---	---
(y)	in relation to any other Assignable Sub-charter, the relevant Approved Sub-charterer has informed the Charterers of its intention to terminate such other Assignable Sub-charter pursuant to certain provisions thereunder which are equivalent or similar to this Clause 51A (USTR Termination Event)); or
---	---
(z)	the Additional Port Call Fees would substantially increase the port fees, dues, imposts, levies or any other fees or expenses that would need to be paid for the specific US Port Call had the Additional Port<br> Call Fees not been imposed), the Charterers shall notify the Owners accordingly and provide the Owners with all documentary evidence relating to it as reasonably requested by the Owners (which shall include, among other things, any<br> applicable termination notice from the relevant Approved Sub-charterer, US governmental directive, ports demand, expert opinion or finance report), following which, the Parties shall, for a period of up to sixty (60) (or such shorter period<br> as agreed by the Parties) days (the “USTR Remedy Period”), take all reasonable steps to mitigate any such circumstances or events provided that:
---	---
(A)	this Clause 51A (USTR Termination Event) does not constitute a waiver of the obligations of any Relevant Person under any Leasing Documents;
---	---
(B)	the Parties shall fully co-operate with each other (in the case of the Charterers, they shall procure on a best effort basis that the Approved Sub-charterer will also fully co-operate with the Parties), to<br> effect any mitigation measures that has been agreed between the Parties, and the Charterers shall be responsible for all pre-agreed documented costs and expenses reasonably incurred by the Owners in connection with such mitigation measures;
---	---
(C)	if at the end of the first 15 days of the USTR Remedy Period, (1) no preliminary mitigation measures have been agreed upon between the Parties or (2) either Party reasonably determines that no mitigation<br> measures could be agreed upon and implemented by the Parties before the end of the USTR remedy period, sub-paragraph (D) below shall be applicable;
---	---
47
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(D)	if this sub-paragraph (D) applies pursuant to sub-paragraph (C) above or following the expiration of the USTR Remedy Period:
(1)	the Charterers shall have the option to (but always at the cost of the Charterers):
---	---
(x)	in the case where the Vessel is not delivered by the Charterers as sellers to the Owners as buyers under the MOA as of the relevant date, cancel the MOA in accordance with the terms thereof; or
---	---
(y)	otherwise, purchase the Vessel on any date thereafter (the “Special Termination Date”) as specified in a written notice by the Charterers to the Owners (the “Special Termination Notice”) at the applicable Special Termination Amount, subject always to giving the Owners no less than (in case this sub-paragraph (D) applies pursuant to sub-paragraph (C) above) 30<br> days’ prior written notice or (in case this sub-paragraph (D) applies following the expiration of the USTR Remedy Period) five (5) Business Days’ prior written notice (as the case may be);
---	---
(2)	a Special Termination Notice shall be signed by a duly authorised officer or attorney of the Charterers and, once delivered to the Owners, is irrevocable and the Charterers shall be bound to pay to the Owners<br> the Special Termination Amount on the Special Termination Date;
---	---
(3)	only one Special Termination Notice may be served throughout the duration of the Charter Period; and
---	---
(4)	upon the Owners' receipt in full of the applicable Special Termination Amount, the Owners shall immediately transfer the legal and beneficial ownership of the Vessel in accordance with the terms and<br> conditions set out at Clause 53 – (Sale of the Vessel) to the Charterers or their nominees.
---	---

CLAUSE 52 – PURCHASE OBLIGATION

Provided all moneys owing and payable under this Charter have been fully and irrevocably paid to the Owners, the Charterers shall be obliged to purchase from the Owners all of the Owners' beneficial and legal right, title and interest in the Vessel and all belonging to her, and the Owners and the Charterers shall perform their obligations referred to in Clause 53 – (Sale of the Vessel) and the Charterer shall pay the Purchase Obligation Price on the last day of the Charter Period in relation thereto (unless the Parties agree otherwise in writing and upon such terms and conditions as the Owners may deem fit in their absolute discretion).

48
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

CLAUSE 53 – SALE OF THE VESSEL

53.1	The sale of the legal and beneficial interest and title in the Vessel pursuant to the Charterer's payment of the Termination Sum under Clause 41 – (Termination, Redelivery<br> and Total Loss), the Charterers' exercise of the Charterers' Voluntary Early Termination under Clause 51 – (Voluntary Early Termination) or the Charterers' payment of the Special Termination<br> Amount under 51A (USTR Termination Event), the Charterers' payment of the Purchase Obligation Price under Clause 52 – (Purchase Obligation) or the completion<br> of the Mandatory Sale under Clause 50 – (Mandatory Sale) shall be on an "as is where is" and subject to the following terms and conditions:
(a)	no condition, warranty or representation of any kind is or has been given by or on behalf of the Owners in respect of the Vessel or any part thereof, and accordingly the Charterers confirm that they have not,<br> in entering into this Charter, relied on any condition, warranty or representation by the Owners or any person on the Owners' behalf, express or implied, whether arising by law or otherwise in relation to the Vessel or any part thereof,<br> including, without limitation, warranties or representations as to the description, suitability, quality, merchantability, fitness for any purpose, value, state, condition, appearance, safety, durability, design or operation of any kind or<br> nature of the Vessel or any part thereof, and the benefit of any such condition, warranty or representation by the Owners is hereby irrevocably and unconditionally waived by the Charterers to the extent permissible under applicable law;
---	---
(b)	the Charterers hereby also waive any rights which they may have in tort in respect of any of the matters referred to under paragraph (a) above and irrevocably agree that the Owners shall have no greater<br> liability in tort in respect of any such matter than they would have in contract after taking account of all of the foregoing exclusions. No third party making any representation or warranty relating to the Vessel or any part thereof is the<br> agent of the Owners nor has any such third party authority to bind the Owners thereby. Notwithstanding anything contained above, nothing contained herein is intended to obviate, remove or waive any rights or warranties or other claims<br> relating thereto which the Charterers (or their nominee) or the Owners may have against the manufacturer or supplier of the Vessel or any third party;
---	---
(c)	the Owners shall procure the discharge and release of any registered mortgages created by the Owners and/or Owners’ Financier in relation to the Vessel;
---	---
(d)	the Voluntary Early Termination Price or the Purchase Obligation Price or the Termination Sum or the Mandatory Sale Price or the Special Termination Amount shall be paid by (or on behalf of) the Charterers to<br> the Owners on the Voluntary Early Termination Date or the last day of the Charter Period or the Termination Date or the Mandatory Sale Date or the Special Termination Date (as the case may be) together with unpaid amounts of Charterhire and<br> other moneys owing by or accrued or due from the Charterers under this Charter on or prior to the Voluntary Early Termination Date or the last day of the Charter Period or the Termination Date or the Mandatory Sale Date or the Special<br> Termination Date (as the case may be) which remain unpaid; and
---	---
(e)	concurrently with the Owners receiving irrevocable payment of the Voluntary Early Termination Price or, as the case may be, the Purchase Obligation Price or the applicable Termination Sum or the applicable<br> Mandatory Sale Price or the applicable Special Termination Amount and all other moneys payable under this Charter in full pursuant to the terms of this Charter, the Owners shall (save in the event of Total Loss) (at the Charterer's cost)<br> transfer the legal and beneficial ownership of the Vessel on an "as is where is" basis to the Charterers (or their nominees as approved by the Owners) and shall (at the Charterers' cost) execute a bill of sale and a protocol of delivery and<br> acceptance evidencing the same and any other document strictly necessary to transfer the title of the Vessel to the Charterers or their nominees (and to the extent required for such purposes, the Vessel shall be deemed first to have been<br> redelivered to the Owners).
---	---
49
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

CLAUSE 54 – INDEMNITIES

54.1	The Charterers shall indemnify the Owners, on the Owners' demand, against all documented claims, expenses, liabilities, losses, fees (including but not limited to any vessel registration and tonnage fees or<br> any tax incurred by the Owners as a result of the operation and/or trading of the Vessel) suffered or incurred by or imposed on the Owners arising from this Charter and any Leasing Document, including but not limited to (i) in connection<br> with delivery, possession, performance, control, registration, repair, survey, insurance, maintenance, manufacture, purchase, ownership and operation of the Vessel by the Owners, (ii) costs related to the prevention or release of liens or<br> detention of or requisition, use, operation or redelivery, sale or disposal of the Vessel or any part of it and (iii) enforcing the Owners' rights under this Charter or any Leasing Document or for taking any action following the occurrence<br> of a Termination Event or Potential Termination Event, in each case of paragraphs (i) to (iii), whether prior to, during or after termination of the leasing of this Charter and whether or not the Vessel is in the possession or the control<br> of the Charterers or otherwise. Without prejudice to its generality, this Clause covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code,<br> the ISPS Code, the MARPOL Protocol, any Environmental Law, any Sanctions or any Anti- Money Laundering Laws, Anti-Terrorism Financing Laws, Business Ethics Laws, EU ETS or Fuel EU Maritime.
54.2	The Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.
---	---
54.3	In consideration of the Charterers requesting the Other Owners to charter the Other Vessels to the Other Charterers under the Other Charters, the Charterers hereby irrevocably and unconditionally undertake to<br> pay immediately on demand from the Other Owners such amounts in respect of all claims, expenses, liabilities, losses, fees of every kind and nature and all other moneys due, owing and/or payable to the Other Owners under or in connection<br> with the Other Charters, and to indemnify and hold the Other Owners harmless against all such losses, moneys, costs, fees and expenses. The Parties hereby further agree and acknowledge that:
---	---
(a)	the Owners may from time to time provide the Charterers with a replacement Schedule 3 (The Vessels, The Parties and The Charters) containing the updated details of<br> the Other Vessels, the Other Owners, the Other Charterers and the Other Charters; and
---	---
(b)	in the absence of manifest error, any such replacement Schedule 3 (The Vessels, The Parties and The Charters) given to the Charterers pursuant to paragraph (a) above<br> shall be conclusive as to the matters to which it relates and shall be deemed to automatically replace the existing Schedule 3 (The Vessels, The Parties and The Charters) and form part of this<br> Charter.
---	---
50
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

54.4	All rights which the Charterers have at any time (whether in respect of this Charter or any other transaction) against any Other Charterer or any Relevant Person shall be fully subordinated to the rights of<br> the Owners under the Leasing Documents and until the end of this Charter and unless the Owners otherwise direct, the Charterers shall not exercise any rights which it may have (whether in respect of this Charter or any other transaction) by<br> reason of performance by it of its obligations under the Leasing Documents or by reason of any amount becoming payable, or liability arising, under this Clause:
(a)	to be indemnified by any Other Charterer or such Relevant Person;
---	---
(b)	to claim any contribution from any third party providing security for, or any other guarantor of any Other Charterer's or such Relevant Person's obligations under the Leasing Documents;
---	---
(c)	to take any benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any Other Charterer or such Relevant Person under the Leasing Documents or of any other guarantee or<br> security taken pursuant to, or in connection with, the Leasing Documents by any of the aforesaid parties;
---	---
(d)	to bring legal or other proceedings for an order requiring any Other Charterer or such Relevant Person to make any payment, or perform any obligation, in respect of any Leasing Document;
---	---
(e)	to exercise any right of set-off against any Other Charterer or such Relevant Person; and/or
---	---
(f)	to claim or prove as a creditor of any Other Charterer or such Relevant Person,
---	---
(g)	and if the Charterers receive any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or<br> become payable to the Owners or the Other Owners by the Other Charterers or such Relevant Person under or in connection with the Leasing Documents to be repaid in full on trust for the Owners or the Other Owners and shall promptly pay or<br> transfer the same to the Owners or the Other Owners as may be directed by the Owners.
---	---
54.5	The Charterers hereby irrevocably agree to indemnify and hold harmless the Owners against any claim, expense, liability or loss reasonably incurred by the Owners in liquidating or employing deposits from the<br> Owners' Financiers or third parties to fund the acquisition of the Vessel pursuant to the MOA. For the avoidance of doubt, this Clause 54.5 shall not apply if the MOA is terminated due to the application of Clause 51A (USTR Termination Event).
---	---
54.6	Notwithstanding anything to the contrary herein (but subject and without prejudice to Clause 33 – (Cancellation)) and without prejudice to any right to damages or<br> other claim which the Charterers may have at any time against the Owners under this Charter, the indemnities provided by the Charterers in favour of the Owners shall continue in full force and effect notwithstanding any breach of the terms<br> of this Charter or termination of this Charter pursuant to the terms hereof or termination of this Charter by the Owners. At the end of the Security Period, the Charterers shall procure the Guarantors (in the case of Guarantor A, on a best<br> endeavour basis) and (following the Disposal) the New Shareholder to furnish an undertaking to the Owners (to be documented in a deed of release or such other agreement to be agreed between the Owners and the Charterers), such undertaking<br> will confirm the Guarantors’ and (following the Disposal) the New Shareholder’s agreement to assume and to be bound by the indemnities provided by the Charterers as contemplated hereunder and which are intended to survive the termination of<br> this Charter, whereby the Owners shall at the cost of the Charterers release any such indemnities in full.
---	---
51
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

54.7	The obligations of the Charterers under this Clause 54 – (Indemnities) and in respect of any Security Interest created pursuant to the<br> Security Documents will not be affected or discharged by an act, omission, matter or thing which would reduce, release or prejudice any of its obligations under this Clause 54 – (Indemnities) or in<br> respect of any Security Interest created pursuant to the Security Documents (without limitation and whether or not known to it or any Relevant Person) including:
(a)	any time, waiver or consent granted to, or composition with, any Relevant Person or other person;
---	---
(b)	the release of any other Relevant Person or any other person under the terms of any composition or arrangement with any creditor of a Relevant Person or any of its affiliates;
---	---
(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any<br> rights against, or security over assets of, any Relevant Person or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any<br> security;
---	---
(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Relevant Person or any other person;
---	---
(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Leasing Document or any other document or security;
---	---
(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Security Document or any other document or security; or
---	---
(g)	any insolvency or similar proceedings.
---	---

CLAUSE 55 – NO SET-OFF OR TAX DEDUCTION

55.1	All Charterhire and any other payment made from the Charterers to enable the Owners to pay all amounts under a Leasing Document shall be paid punctually and:
(a)	without any form of set-off, cross-claim, condition or counterclaim;
---	---
(b)	made free and clear of all present and future taxes, levies, duties or deductions of any nature whatsoever, whether levied now or in the future, unless required by law; and
---	---
(c)	net of any bank charges or bank fees.
---	---
55.2	Without prejudice to Clause 55.1 (No Set-off or Tax Deduction), if the Owners are required by law to make a tax deduction from any payment:
---	---
(a)	the Owners shall notify the Charterers as soon as they become aware of the requirement; and
---	---
(b)	the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Owners receive and retain (free from any liability relating to the tax deduction) a net amount which,<br> after the tax deduction, is equal to the full amount which they would otherwise have received.
---	---
52
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

55.3	The Charterers shall (within three (3) Business Days of demand by Owners) pay to the Owners an amount equal to the loss, liability or cost which the<br> Owners determine will be or has been (directly or indirectly) suffered for or on account of tax by the Owners in respect of a Leasing Document.
55.4	Clause 55.3 shall not apply:
---	---
(a)	with respect to any tax assessed on the Owners under the law of the jurisdiction in which the Owners are incorporated or, if different, the jurisdiction (or jurisdictions) in which the Owners are treated as<br> resident for tax purposes if that tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Owners; or
---	---
(b)	to the extent a loss, liability or cost is compensated for by an increased payment under Clauses 56.2 or 56.3.
---	---
55.5	Notwithstanding any other provision to this Charter, if any deduction or withholding or other tax is or will be required to be made by the Charterers or the Owners in respect of a payment to the Owners as a<br> result of the Tax Changes, the Owners and the Charterers shall use reasonable endeavours to mitigate the effect of the Tax Changes and have the right to transfer their interest in the Vessel (and this Charter) to any person nominated by the<br> Owners and all costs in relation to such mitigation or transfer shall be for the account of the Charterers. Provided that if after the Owners and the Charterers having exercised reasonable endeavours to mitigate the effect of the Tax<br> Changes (at the cost of the Charterers) following notification from the Owners to the Charterers regarding the occurrence of the Tax Changes such Tax Changes continue to have the same effect, the Charterers shall have the option to pay the<br> Mandatory Sale Price to the Owners within thirty (30) days following such notice by the Owners, and this Charter shall terminate in accordance with the procedures set out in Clause 50.4.
---	---
55.6	If the Charterers compensate the Owners by an increased payment pursuant to Clause 56.2 or 56.3 and the Owners determine that they have obtained and utilized a tax credit attributable to this increased<br> payment, the Owners shall reimburse the Charterers that increased payment (or part thereof if the tax credit is attributable to only part of such increased payment).
---	---

CLAUSE 56 – INCREASED COSTS

56.1	This Clause 56 – (Increased Costs) applies if the Owners notify the Charterers that they (or their financiers) consider that as a result of:
(a)	the introduction or alteration after the date of this Charter of a law or an alteration after the date of this Charter in the manner in which a law is interpreted or applied (excluding any effect which<br> relates to the application to payments under this Charter of a tax on the Owners' overall net income); or
---	---
(b)	complying with any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Owners allocates capital resources to their obligations under this<br> Charter) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Charter, the Owners or a parent company of them (if any) has incurred or will incur an "increased cost".
---	---
53
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

56.2	In this Clause 56 – (Increased Costs), "increased cost" means, in relation to the Owners:
(a)	an additional or increased cost incurred as a result of, or in connection with, the Owners or the Owners' parent company or the Owners' Financiers (if any) having entered into, or being a party to, this<br> Charter, of funding or financing the acquisition of the Vessel pursuant to the MOA or performing their obligations under this Charter;
---	---
(b)	a reduction in the amount of any payment to the Owners under this Charter or in the effective return which such a payment represents to the Owners (if any) on their capital; or
---	---
(c)	an additional or increased cost of funds relating to the acquisition of the Vessel pursuant to the MOA, and for the purposes of this Clause 56.2 the Owners may in good faith allocate or spread costs and/or<br> losses among their assets and liabilities (or any class of their assets and liabilities) on such basis as they consider appropriate.
---	---
56.3	Subject to the terms of Clause 56.1, the Charterers shall pay to the Owners, upon receipt of the Owners' demand and any evidence thereto (where available to the Owners), the amounts which the Owners from time<br> to time notify the Charterers to be necessary to compensate the Owners for the increased cost.
---	---
56.4	If any sum due from the Charterers to the Owners under this Charter or any other Leasing Document or under any order or judgment relating thereto has to be converted from the currency in which this Charter or<br> such Leasing Document provided for the sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of:
---	---
(a)	making or lodging any claim or proof against the Charterers, whether in their liquidation, any arrangement involving them or otherwise; or
---	---
(b)	obtaining an order or judgment from any court or other tribunal; or
---	---
(c)	enforcing any such order or judgment;
---	---

the Charterers shall indemnify the Owners against the loss arising when the amount of the payment actually received by the Owners is converted at the available rate of exchange into the Contractual Currency.

In this Clause 56.4, the "available rate of exchange" means the rate at which the Owners are able at the opening of business (Beijing time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.

54
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

CLAUSE 57 – CONFIDENTIALITY

The Parties agree to keep the terms and conditions of this Charter and any other Leasing Documents (the "Confidential

      Information"\) strictly confidential, provided that a Party may disclose Confidential Information in the following cases:

(a)	it is already known to the public or becomes available to the public other than through the act or omission of the disclosing Party;
(b)	it is required to be disclosed under the applicable laws of any Relevant Jurisdiction, Stock Market regulation, the US Securities and Exchange Commission's rules or by a governmental order, decree, regulation<br> or rule (provided that the disclosing Party shall give written notice of such required disclosure to the other Party prior to the disclosure);
---	---
(c)	in filings with a court or arbitral body in proceedings in which the Confidential Information is relevant and in discovery arising out of such proceedings;
---	---
(d)	to (or through) whom a Party assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Leasing Document (as permitted by the terms thereof),<br> provided that such person receiving Confidential Information shall undertake that it would not disclose Confidential Information to any other party save for circumstances arising which are similar to those described under this Clause or<br> such other circumstances as may be permitted by all Parties;
---	---
(e)	to any permitted Sub-charterer of the Vessel provided that such person receiving Confidential Information shall undertake that it would not disclose Confidential Information to any other party save for<br> circumstances arising which are similar to those described under this Clause or such other circumstances as may be permitted by all Parties;
---	---
(f)	to any of the following persons on a need to know basis:
---	---
(i)	a shareholder or an Affiliate of either Party or a party referred to in either paragraph (d) or (e) (including the employees, officers and directors thereof);
---	---
(ii)	professional advisers retained by a disclosing party; or
---	---
(iii)	persons advising on, providing or considering the provision of financing to the disclosing party or an Affiliate, provided that the disclosing party shall exercise due diligence to ensure that no such person<br> shall disclose Confidential Information to any other party save for circumstances arising which are similar to those described under this Clause or such other circumstances as may be permitted by all Parties;
---	---
(g)	with the prior written consent of all Parties; or
---	---
(h)	to any person which is a classification society or other entity which the Owners or the Owners' Financiers have engaged to make the calculations necessary to enable the Owners and/or the Owners' Financiers to<br> comply with their reporting obligations under the Poseidon Principles.
---	---
55
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

CLAUSE 58 – RIGHTS OF THIRD PARTIES

No term of this Charter is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not party to this Charter, save that any of the Other Owners may rely on the rights conferred on them under Clause 54.3.

CLAUSE 59 – PARTIAL INVALIDITY

If, at any time, any provision of a Leasing Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

CLAUSE 60 – SETTLEMENT OR DISCHARGE CONDITIONAL

60.1

Any settlement or discharge under any Leasing Document between the Owners and any Relevant Person shall be conditional upon no security or payment to the Owners by any Relevant Person or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

60.2

If the Owners consider that an amount paid or discharged by, or on behalf of, a Relevant Person or by any other person in purported payment or discharge of an obligation of that Relevant Person to the Owners under the Leasing Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Relevant Person or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Leasing Documents.

---

CLAUSE 61 – IMMUNITY

The Charterers waive any rights of sovereign immunity which they or any of their properties may enjoy in any jurisdiction and subjects itself to civil and commercial law with respect to their obligations under this Charter or any other Leasing Document.

CLAUSE 62 – COUNTERPARTIES

This Charter and each other Leasing Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Charter or that Leasing Document, as the case may be.

CLAUSE 63 – FATCA

63.1	Defined terms

For the purposes of Clause 55 – (No Set-off or Tax Deduction) and this Clause 63 – (FATCA), the following terms shall have the following meanings:

"Code" means the United States Internal Revenue Code of 1986, as amended.

"FATCA" means:

56
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(a)	sections 1471 to 1474 of the Code or any associated regulations;
(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any<br> law or regulation referred to in paragraph (a) above; or
---	---
(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the IRS, the US government or any governmental or taxation authority in any other<br> jurisdiction.
---	---

"FATCA Deduction" means a deduction or withholding from a payment under this Charter or the Leasing Documents required by or under FATCA.

"FATCA Exempt Party" means a Relevant Party that is entitled under FATCA to receive payments free from any FATCA Deduction.

"FATCA Non-Exempt Party" means any Relevant Party who is not a FATCA Exempt Party.

"IRS" means the United States Internal Revenue Service or any successor taxing authority or agency of the United States government.

"Relevant Party" means any of the parties to this Charter and the Leasing Documents (other than the Initial Sub-charterer).

63.2	FATCA Information
(a)	Subject to paragraph (c) below, each Relevant Party shall, on the date of this Charter, and thereafter within ten Business Days of a reasonable request by another Relevant Party:
---	---
(i)	confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and
---	---
(ii)	supply to the requesting party (with a copy to all other Relevant Parties) such other form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any other<br> documentation and other information relating to its status under FATCA (including its applicable "pass thru percentage" or other information required under FATCA or other official guidance including intergovernmental agreements) as the<br> requesting party reasonably requests for the purpose of the requesting party's compliance with FATCA.
---	---
(b)	If a Relevant Party confirms to any other Relevant Party that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 showing that it is a FATCA Exempt Party and it subsequently becomes aware that it is<br> not, or has ceased to be a FATCA Exempt Party, or that the said form provided has ceased to be correct or valid, that party shall so notify all other Relevant Parties or provide the relevant revised form, as applicable, reasonably promptly.
---	---
57
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(c)	Nothing in this Clause shall oblige any Relevant Party to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of that party, any fiduciary<br> duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that nothing in this paragraph shall excuse any Relevant Party from<br> providing a true, complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as<br> confidential information of such party for purposes of this paragraph.
(d)	If a Relevant Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with the provisions of this Charter or the provided information is insufficient<br> under FATCA, then:
---	---
(i)	if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of this Charter and the Leasing Documents as if it is a FATCA Non-Exempt<br> Party; and
---	---
(ii)	if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of this Charter and the Leasing Documents (and payments made thereunder) as if its<br> applicable passthru percentage is 100%, until (in each case) such time as the party in question provides sufficient confirmation, forms, documentation or other information to establish the relevant facts.
---	---
63.3	FATCA Deduction and gross-up by Relevant Party
---	---
(a)	If the representation made by the Charterers under Clause 45.1(p) (Representations and Warranties) proves to be untrue or misleading such that the Charterers are<br> required to make a FATCA Deduction, the Charterers shall make the FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA.
---	---
(b)	If the Charterers are required to make a FATCA Deduction then the Charterers shall increase the payment due from them to the Owners to an amount which (after making any FATCA Deduction) leaves an amount equal<br> to the payment which would have been due if no FATCA Deduction had been required.
---	---
(c)	The Charterers shall promptly upon becoming aware that they must make a FATCA Deduction (or that there is any change in the rate or basis of a FATCA Deduction) notify the Owners accordingly. Within thirty<br> (30) days of the Charterers making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Charterers shall deliver to the Owners evidence satisfactory to the Owners that the FATCA Deduction has been<br> made or (as applicable) any appropriate payment paid to the relevant governmental or taxation authority.
---	---
(d)	If the Owners are required to make a deduction or withholding from a payment under any Financial Instruments in respect of FATCA, and is required under such Financial Instrument to pay additional amounts in<br> respect of such deduction or withholding, the amount of the payment due from the Charterers under this Charter shall be increased to an amount which, after such deduction or withholding and payment of additional amounts, leaves the Owners<br> with an amount equal to the amount which it would have had remaining if it had not been required to pay additional amounts under such Financial Instruments.
---	---
58
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

63.4	FATCA Deduction by Owners

The Owners may make any FATCA Deduction they are required by FATCA to make, and any payment required in connection with that FATCA Deduction, and the Owners shall not be required to increase any payment in respect of which they make such a FATCA Deduction or otherwise compensate the recipient for that FATCA Deduction.

63.5	FATCA Mitigation

Notwithstanding any other provision to this Charter, if a FATCA Deduction is or will be required to be made by any party under Clause 63.3 (FATCA) in respect of a payment to the Owners as a result of the Owners not being a FATCA Exempt Party, the Owners shall have the right to transfer their interest in the Vessel (and this Charter) to any person nominated by the Owners and all costs in relation to such transfer shall be for the account of the Charterers.

CLAUSE 64 – ASSIGNMENT AND TRANSFER

64.1	The Charterers shall not assign this Charter except with the Owners' prior consent in writing.
64.2	The Owners may assign any of their rights or transfer by novation any of their rights and obligations under the Leasing Documents and/or sell and transfer title to of the Vessel to any third party with the prior written consent of the Charterers (such consent not to be unreasonably withheld) provided that such consent shall not be required if such assignment, transfer and/or<br> sale is made:
---	---
(a)	at such time following the occurrence of a Termination Event which is continuing; or
---	---
(b)	to an affiliate of the Owners and provided always that, notwithstanding such assignment, transfer or sale, this Charter will continue (or will be novated to the applicable new owner) on identical terms (save<br> for logical, consequential or mutually agreed amendments).
---	---
64.3	The Charterers shall remain liable to the aforesaid assignee, transferee or new owner of the Vessel (as the case may be) for its performance of all obligations under this Charter (where applicable, as<br> novated) after any such assignment or transfer or any change of the registered ownership of the Vessel from the Owners to such new owner. The Charterers shall procure that any Relevant Person (in the case of Guarantor A and/or any Other<br> Charterer which is directly owned by Guarantor A, on a best endeavour basis) which is a party to a Leasing Document:
---	---
(a)	becomes liable to such assignee, transferee or new owner of the Vessel for its performance of all obligations pursuant to such Leasing Document; and
---	---
(b)	enters into all necessary documents or takes any necessary actions or provide all necessary assistance required for such Leasing Document and any Security Interest created thereunder remaining in full force<br> and effect (or to be novated and/or executed) as from the completion of the relevant assignment, transfer or sale.
---	---
64.4	Without limiting the generality of Clause 64.2:
---	---
59
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(a)	subject to Clause 35 – (Quiet enjoyment), the Owners are entitled to enter into certain funding arrangements with their financier(s), including but not limited to, an<br> affiliate of the Owners or any other banks and financial institutions acceptable to the Owners in their sole discretion (the "Mortgagee") provided that such funding arrangement shall not result in any<br> adverse effect of the Charterers' rights and obligations under the Leasing Documents; and
(b)	the Owners may do any of the following as security for the funding arrangements referred to in paragraph (a) above, in each case, without the prior consent of the Charterers:
---	---
(i)	execute a ship mortgage over the Vessel or any other Financial Instrument in favour of a Mortgagee (or its agent, trustee or nominee);
---	---
(ii)	assign their rights and interests to, in or in connection with this Charter or any other Leasing Documents in favour of a Mortgagee (or its agent, trustee or nominee);
---	---
(iii)	assign their rights and interests to, in or in connection with the Insurances, the Earnings and the Requisition Compensation of the Vessel in favour of the Mortgagee (or its agent, trustee or nominee); and
---	---
(iv)	enter into any other document or arrangement which is necessary to give effect to such financing arrangements;
---	---
(c)	the Charterers undertake to comply, and provide such information and documents and all necessary assistance required to enable the Owners to comply, with all such instructions or directions in regard to the<br> employment, insurances, operation, repairs and maintenance of the Vessel as laid down in any Financial Instrument or as may be directed from to time during the currency of this Charter by the Mortgagee (or its agent, trustee or nominee) in<br> conformity with any Financial Instrument. The Charterers further agree and acknowledge all relevant terms, conditions and provisions of each Financial Instrument (if any) and agree to acknowledge this in writing in any form that may be<br> required by the Mortgagee (or its agent, trustee or nominee); and
---	---
(d)	during the Charter Period a change in the registered or beneficial ownership of the Vessel or the Owners (by sale of shares in the Owners or other transactions having the same effect) may be effected without<br> the Charterers' consent, provided always that (i) in the event of change in the registered or beneficial ownership of the Vessel, notwithstanding such change, this Charter would continue on identical terms (save for logical, consequential<br> or mutually agreed amendments) and (ii) to the extent that any prior written consent from the Approved Sub-Charterer is expressly required under the terms of the relevant Assignable Sub-charter, before the Owners may transfer the registered<br> or beneficial ownership of the Vessel, the Charterers shall procure the delivery to the Owners of evidence that such Approved Sub-Charterer has granted such prior written consent. The Charterers shall, and shall procure Guarantors (in the<br> case of Guarantor A, on a best endeavour basis) and (following the Disposal) the New Shareholder shall (where applicable) remain jointly and severally liable to the aforesaid new owner of the Vessel for its performance of all obligations<br> pursuant to this Charter after change of the registered and/or beneficial ownership of the Vessel or the Owners from the Owners to such new owner and agree and undertake to enter into any such usual documents as the Owners shall reasonably<br> require to complete or perfect the transfer of the Vessel (with the benefit and burden of this Charter) pursuant to this Clause.
---	---
60
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(e)	All expenses arising out of assignment or transfer of this Charter as per Clause 64 – (Assignment and Transfer) shall be for the Owner's account subject to no<br> Termination Event or Potential Termination Event having occurred or being continuing at the relevant time.

CLAUSE 65 – GENERAL APPLICATION OF PROCEEDS

65.1	Any Net Trading Proceeds, Net Sales Proceeds, Total Loss Proceeds, any proceeds realised by the Owners in connection with the enforcement of the Security Documents (unless otherwise specified in the Security<br> Documents) and any proceeds received by the Owners from any Other Owner (as trustee of the Owners and the Other Owners) shall be applied in the following order of application against amounts payable under the Leasing Documents:
(a)	firstly, in or towards any amounts outstanding under the Leasing Documents other than the Termination Sum (including but not limited to any costs and expenses incurred in the enforcement of the Security<br> Documents, to the extent these are not covered under the Termination Sum);
---	---
(b)	secondly, in or towards satisfaction of the Charterers' obligation to pay the Termination Sum (or such portion of it that then remains unpaid) in any order of application in the amounts comprising the<br> Termination Sum as the Owners may determine; and
---	---
(c)	thirdly, any amounts remaining after the application of 65.1 (a) and 65.1 (b) above, shall be paid to the Charterers, but always subject to the terms of the General Assignment.
---	---

CLAUSE 66 – GOVERNING LAW AND ENFORCEMENT

(a)	This Charter and any non-contractual obligations arising under or in connection with it, shall be governed by and construed in accordance with English law.
(b)	Any dispute arising out of or in connection with this Charter (including a dispute regarding the existence, validity or termination of this Charter or any non-contractual obligation arising out of or in<br> connection with this Charter) (a "Dispute") shall be referred to and finally resolved by arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment<br> thereof save to the extent necessary to give effect to the provisions of this Clause 66 – (Governing Law and Enforcement). The arbitration shall be conducted in accordance with the London Maritime<br> Arbitrators Association ("LMAA") Terms current at the time when the arbitration proceedings are commenced.
---	---
(c)	The reference shall be to three arbitrators. A party wishing to refer a Dispute to arbitration shall appoint its arbitrator (who shall be either a full member of the LMAA, or a practising barrister of King's<br> Counsel who is also a member of the Commercial Bar Association, or a retired High Court Judge practising as an arbitrator, in each case who carries on business in London) and send notice of such appointment in writing to the other party<br> 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<br> 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<br> 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 or<br> she 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. If the two arbitrators so appointed are unable to agree on the<br> appointment of the third arbitrator, they or either of them may by written notice request the President of the LMAA to appoint the third arbitrator within fourteen (14) days of such request.
---	---
61
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(d)	Where the reference is to three arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.
(e)	The language of the arbitration shall be English.
---	---
(f)	In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims<br> Procedure current at the time when the arbitration proceedings are commenced.
---	---

CLAUSE 67 – ENTIRE AGREEMENT

(a)	This Agreement, in conjunction with the other Leasing Documents, constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them,<br> whether in writing or oral, in respect of its subject matter.
(b)	Each Party acknowledges that it has not entered into this agreement or any other Leasing Document in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly<br> set out in this Agreement or in any other Leasing Document.
---	---

CLAUSE 68 – DEFINITIONS

68.1	In this Charter, unless as expressly defined otherwise, the following capitalized terms shall have the meanings ascribed to them below:

"Acceptance Certificate" means a certificate substantially in the form set out in Schedule 1 (Acceptance Certificate) to be signed by the Charterers at Delivery.

"Account Bank" means Citic Group Alpha Bank, Berenberg Bank, ABN Amro Bank N.V., Citi Bank, HSBC or another reputable bank acceptable to the Owners, in and/or through which all revenues and operating expenses of the Charterers shall be credited and/or transferred.

"Account Security" means the document creating security over the Operating Account made or to be made between the Charterers and the Owners.

"Adjustment Value" means the value derived by dividing the Initial Market Value by the Purchase Price. For the avoidance of doubt, if the Initial Market Value is higher than the Purchase Price, the Adjustment Value shall be deemed to be 1.

"Advance Charterhire" has the meaning as defined under Clause 36.2 (Charterhire and Advance Charterhire) of the Charter.

"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.

62
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"Annex VI" means Annex VI of the Protocol of 1997 to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.

"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, the United Kingdom, the Republic of the Marshall Islands, Germany and the People's Republic of China (including Hong Kong for the avoidance of doubt) and which in each case are (a) issued, administered or enforced by any governmental agency having jurisdiction over any Relevant Person or the Owners; (b) of any jurisdiction in which any Relevant Person or Owner conducts business; or (c) to which any Relevant Person or Owner is subjected or subject to.

"Anti-Terrorism Financing Laws" means all applicable anti-terrorism laws, rules, regulations or guidelines of any jurisdiction, including and not limited to the United States of America or the People's Republic of China which are: (a) issued, administered or enforced by any governmental agency, having jurisdiction over any Relevant Person or the Owners; (b) of any jurisdiction in which any Relevant Person or the Owners conduct business; or (c) to which any Relevant Person or the Owners are subjected or subject to.

"Approved Classification Society" means Bureau Veritas, DNV or such other generally recognized first class international classification society which is a member of the International Association of Classification Societies and approved by the Owners in writing.

"Approved Manager" means the Commercial Manager or the Technical Manager.

"Approved Valuer" means Simpson Spence & Young, Clarksons Platou, MB Shipbrokers, Arrow Shipbrokers, Howe Robinson, Fearnleys or any other reputable shipbroker nominated by the Charterers and approved by the Owners from time to time.

"Assignable Sub-charter" means the Initial Sub-charter or any charter or any other form of employment contract relating to the Vessel, whether or not already in existence on a time charter basis with a duration exceeding or capable of exceeding twelve (12) months (inclusive of options to renew).

"Approved Sub-charterer" means the Initial Sub-charterer and any Sub-charterer under any other Assignable Sub-charter.

"Associated Vessel" means any ship or vessel (including, but not limited to, the Vessel and Other Vessels) from time to time wholly leased, hired, chartered or financed under any lease, hire purchase agreement, charter or any other financing arrangement by affiliates of the Owners and/or Other Owners to subsidiaries or affiliates of the Guarantors and (following the Disposal) the New Shareholder.

"Breakfunding Costs" means all breakfunding costs and expenses (excluding expenses relating to interest rate swaps and similar interest rate hedging instruments and any costs relating to the early termination of the Financial Instruments) incurred or payable by the Owners pursuant to the relevant funding arrangement entered into by the Owners for the purpose of financing any part of the Purchase Price as a result of the receipt of an amount pursuant to this Charter on a day other than a Payment Date.

63
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"Business Day" means a day on which banks are open for business in the principal business centres of Hong Kong, Shanghai and Greece and:

(a)	in respect of a day on which a payment is required to be made or other dealing is due to take place under a Leasing Document in Dollars, also a day on which commercial banks are open in New York City; and
(b)	in relation to the fixing of an interest rate in relation to the Outstanding Capital Balance, also a day which is a US Government Securities Business Day.
---	---

"Business Ethics Law" means any laws, regulations and/or other legally binding requirements or determinations in relation to corruption, fraud, collusion, bid-rigging or anti-trust, human rights violations (including forced labour and human trafficking) which are issued, administered or enforced by the United States, United Kingdom, the European Union or applicable to any Relevant Person or the Owners or to any jurisdiction where activities are performed and which shall include but not be limited to (i) the United Kingdom Bribery Act 2010 and (ii) the United States Foreign Corrupt Practices Act 1977 and all rules and regulations under each of (i) and (ii).

"Cancelling Date" shall have the same meaning as defined under the MOA.

"Commencement Date" means the date on which Delivery takes place.

"Charter Period" means the period described in Clause 32.1 (Charter Period) unless it is terminated earlier in accordance with the provisions of this Charter.

"Charterhire" means each of, as the context may require, all of the instalments of hire payable hereunder on each applicable Payment Date comprising in each case both Fixed Charterhire and Variable Charterhire, as further detailed in Clause 36.5 (Charterhire and Advance Charterhire).

"Commercial Manager" means Central Shipping Inc., a corporation incorporated under the laws of Marshall Islands with registration number 98339 or any reputable management company designated by the Charterers and approved by the Owners in writing from time to time as the commercial manager of the Vessel.

"Delivery" means:

(a)	the Owners (in their capacity as buyers under the MOA) obtain title to the Vessel from the Charterers (in their capacity as sellers under the MOA) in accordance with the terms of the MOA; and
(b)	the Charterers accept delivery of the Vessel from the Owners in accordance with the terms of this Charter.
---	---

"Disposal" means any sale or disposal by Guarantor B of its entire shareholding interests in the Charterers.

64
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"Disposal Conditions" means, in relation to the Disposal:

(a)	no Termination Event has occurred when the Disposal commences and upon and immediately following completion of the Disposal;
(b)	written confirmation from the Owners that certain internal notification requirements relating to the Disposal has been completed;
---	---
(c)	following the completion of the Disposal, each of Guarantors and the New Shareholder continues to be controlled by companies affiliated with the family of Mr. Evangelos Pistiolis;
---	---
(d)	any entity (other than Guarantor B) which, on implementation of the Disposal, will hold the entire shareholding interest in the Charterers (the "New Shareholder") has<br> (or the Owners are satisfied that the New Shareholder will, by the completion of the Disposal, have) (A) entered into a new shares charge in respect of those shares in favour of the Owners on substantially the same terms as the Shares<br> Security and otherwise in an agreed form (the "New Shares Security") and (B) provided all necessary constitutional documents and corporate authorisation required by the Owners in relation to the New<br> Shareholder and the New Shares Security; and
---	---
(e)	the New Shareholder has (or the Owners are satisfied that the New Shareholder will, by the completion of the Disposal, have) (A) entered into a guarantee in respect in favour of the Owners on substantially<br> the same terms as the Guarantees and otherwise in an agreed form (the "New Guarantee") and (B) provided all necessary corporate authorisation required by the Owners in relation to the New Guarantee;
---	---
(f)	favourable legal opinions have been issued (or the Owners are satisfied that they will, by completion of the Disposal, be issued) by lawyers appointed by the Owners (at the cost of the Charterers) relating to<br> the New Shareholder, the New Shares Security and the New Guarantee, in the form and substance acceptable to the Owners;
---	---
(g)	each Relevant Person has (or the Owners are satisfied that each such Relevant Person will, by the completion of the Disposal, have) provided in favour of the Owners documents and confirmations in form and<br> substance acceptable to the Owners giving effect to the Disposal Amendments and confirming that any Security Interest created by that Relevant Person pursuant to the Leasing Documents to which it is a party shall remain in full force and<br> effect notwithstanding the Disposal and the operation of Clause 46.1 (ee)(iv) (including the Disposal Amendments) and enforceable in accordance with their terms;
---	---
(h)	any documented costs or expenses incurred by the Owners in relation to the Disposal have been fully settled by the Charterers (or the Owners are satisfied that they will, by the completion of the Disposal, be<br> settled) by the Charterers; and
---	---
(i)	such evidence relating to the Disposal as the Owners (or the Owners' Financier) may require to be able to satisfy their "know your customer" or similar identification procedures in relation to the<br> transactions contemplated by the Disposal has been provided to the Owners; and
---	---
65
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(j)	such other documents as the Owner may reasonably require.

"Dollars" and "$" and "US$" mean the lawful currency for the time being of the United States of America.

"Document of Compliance" shall have the same meaning as ascribed under the ISM Code.

"Earnings" means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Charterers and which arise out of the use or operation of the Vessel, including (but not limited to):

(a)	except to the extent that they fall within paragraph (b),
(i)	all freight, hire and passage moneys;
---	---
(ii)	any compensation payable in the event of requisition of the Vessel for hire;
---	---
(iii)	any remuneration for salvage and towage services;
---	---
(iv)	any demurrage and detention moneys;
---	---
(v)	damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Vessel; and
---	---
(vi)	all moneys which are at any time payable under any Insurances in respect of loss of hire (if any); and
---	---
(b)	if and whenever the Vessel is employed on terms whereby any moneys falling within paragraphs (a)(i) to (vi) are pooled or shared with any other person, that proportion of the net receipts of the relevant<br> pooling or sharing arrangement which is attributable 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 the Vessel’s compliance with Emission Scheme, EU MRV and FEMREG.

"Emission Scheme" means a greenhouse gas emissions trading scheme which for the purposes of this Charter shall include the EU ETS and any other similar systems imposed by applicable lawful authorities that regulate the issuance, allocation, trading or surrendering of Emission Allowances.

"Emission Scheme Authority" means in relation to an Emission Scheme, the relevant authority administering or otherwise implementing such Emissions Scheme.

"Emission Scheme Participant" means in relation to an Emission Scheme, any person which is responsible for complying with the requirements of such Emissions Scheme.

"Environmental Claim" means:

66
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(a)	any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental<br> Law; or
(b)	any claim by any other person which relates to an Environmental Incident, and "claim" means a claim for damages, compensation, fines, penalties or any other payment; an<br> order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.
---	---

"Environmental Incident" means:

(a)	any release, emission, spill or discharge of Environmentally Sensitive Material whether within the Vessel or from the Vessel into any other vessel or into or upon the air, water, land or soils (including the<br> seabed) or surface water; or
(b)	any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel other than<br> the Vessel and which involves a collision between the Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Vessel is actually or potentially liable to be arrested,<br> attached, detained or injuncted and/or the Vessel and/or any Relevant Person and/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or
---	---
(c)	any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than<br> from the Vessel and in connection with which the Vessel is actually or potentially liable to be arrested and/or where any Relevant Person and/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to<br> any legal or administrative action.
---	---

"Environmental Law" means any present or future law relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material including any law pertaining to any Emission Scheme.

"Environmentally Sensitive Material" means and includes all contaminants, oil, oil products, toxic substances and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.

"ETS and Fuel EU Maritime Agreement" shall have the meaning as defined under Clause 46.1(gg).

"ETS and Fuel EU Maritime Letter" shall have the meaning as defined under Clause 46.1(gg).

67
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"EU ETS" means the European Union Emissions Trading System specifically applicable to shipping pursuant to the European Directive 2023/959 amending European Directive 2003/87/EC and Commission Implementing Regulation (EU) 2023/2599 of 22 November 2023 laying down rules for the application of Directive 2003/87/EC of the European Parliament and of the Council as regards the administration of shipping companies by administering authorities in respect of a shipping company.

"EU MRV" means the European Regulation 2023/957 of the European Parliament and of the Council of 10 May 2023 amending Regulation (EU) 2015/757 in order to provide for the inclusion of maritime transport activities in the EU ETS and for the monitoring, reporting and verification of emissions of additional greenhouse gases and emissions from additional ship types.

"Existing Charter" mean, the bareboat charterparty dated 8 December 2023 and entered into between the Existing Owner and the Existing Charterer, as amended and/or supplemented from time to time.

"Existing Charterer" mean the Charterers acting in their capacity as bareboat charterers under the Existing Charter.

"Existing Owner" mean the Owners acting their capacity as owners under the Existing Charter.

"Financing Amount" means:

(a)	if the Prepositioning Date occurs in the calendar year 2025, $42,000,000 ("Original Financing Amount"); and
(b)	if the Prepositioning Date occurs in the calendar year 2026, an amount to be calculated as follows:
---	---

the Original Financing Amount x the Adjustment Value

"Financial Indebtedness" means, in relation to a person (the "debtor"), a liability of the debtor:

(a)	for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;
(b)	under any loan stock, bond, note or other security issued by the debtor;
---	---
(c)	under any acceptance credit, guarantee or letter of credit facility made available to the debtor;
---	---
(d)	under a financial lease, a deferred purchase consideration arrangement (other than deferred payments for assets or services obtained on normal commercial terms in the ordinary course of business) or any other<br> agreement having the commercial effect of a borrowing or raising of money by the debtor;
---	---
(e)	under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered<br> into requires netting of mutual liabilities, the liability of the debtor for the net amount; or
---	---
68
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(f)	under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred<br> to the other person.

"Financial Instruments" means the applicable loan or facility agreement entered into between the Owners (or their affiliate) and the Owners' Financiers and any mortgage, deed of covenants, assignment in respect of this Charter, assignment in respect of the Guarantees, assignment in respect of Earnings, Insurances and Requisition Compensation, manager's undertaking and subordination (including assignment of manager's interests in the Insurances) or any other financial security instruments (excluding interest rate swaps and similar interest rate hedging instruments) granted by the Owners to the Owners' Financiers as security for the financing or refinancing of the Owners' acquisition of the Vessel.

"Flag State" means the flag state named in Box 5 of this Charter or any other state or jurisdiction approved in writing by the Owners (whose approval shall not be unreasonably withheld).

"Fleet Vessel" means any ship or vessel (including but not limited to the Vessel and Other Vessels) from time to time wholly owned, leased under a capital lease, operating lease with a purchase option at the end of the relevant charter period, vessels owned under a joint venture agreement where the relevant member of the Group owns no less than 50 per cent. of the issued shares of the jointly owned entity or controlled by a Guarantor and/or (following the Disposal) the New Shareholder (directly or indirectly) excluding, for the avoidance of doubt, any newbuilding vessels not delivered to the relevant member of the Group at the relevant time and any yachts in operation.

"Fuel EU Maritime" means Fuel EU Maritime Regulation 2023/1805 dated 13 September 2023 on the use of renewable and low-carbon fuels in maritime transport, and amending Directive 2009/16/EC.

"Funding Rate" means any individual rate certified and notified by the Owners to the Charterers pursuant to Clause 37.3(c)(ii).

"General Assignment" means the general assignment executed or to be executed between the Charterers and the Owners in respect of the Vessel, pursuant to which the Charterers shall, inter alia, assign its rights under the Insurances, Earnings and Requisition Compensation and any Assignable Sub-Charter in respect of the Vessel, in favour of the Owners and in the agreed form agreed on or prior to signing of this Charter.

"Group" means collectively, the Guarantors, (following the Disposal) the New Shareholder and their respective Subsidiaries from time to time.

"Guarantees" means collectively, the guarantee executed or to be executed by each Guarantor in favour of the Owners securing, amongst others, the Charterers' obligations in connection with the Leasing Documents.

69
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"Guarantors" means collectively, Guarantor A and Guarantor B, and each or any of them, as the context may require, a "Guarantor".

"Guarantor A" means Top Ships Inc., a corporation incorporated under the laws of Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands MH96960.

"Guarantor B" means Rubico Inc., a corporation incorporated under the laws of Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands MH96960.

"Hire Period" means (i) in the case of the first Hire Period, the period commencing on the Commencement Date and ending on the First Payment Date; and (ii) in the case of each subsequent Payment Date, the period commencing on the last day of the preceding Hire Period and ending on the next occurring Payment Date.

"Historic Term SOFR" means, in relation to any Hire Period, the most recent applicable Term SOFR for a period equal in length to three months and which is as of a day which is no more than three (3) US Government Securities Business Days before the Quotation Day.

"Holding Company" means, in relation to a person, any other person in relation to which it is a Subsidiary.

"IAPPC" means a valid international air pollution prevention certificate for the Vessel issued pursuant to the MARPOL Protocol.

"Index" means the Baltic Tanker Indices applicable to the Vessel.

"Initial Market Value" means a valuation prepared:

(a)	in Dollars;
(b)	on a date no earlier than thirty (30) days prior to the Commencement Date;
---	---
(c)	with or without physical inspection of the Vessel; and
---	---
(d)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment,
---	---

and such valuation shall be prepared by an Approved Valuer nominated by the Owners.

"Initial Sub-charter" means a time charter entered into between the Charterers and the Initial Sub-charterer as time charterer dated 1 April 2020 in relation to the Vessel, as amended and supplemented from time to time.

"Initial Sub-charterer" means Clearlake Shipping Pte Ltd or any other nominee nominated as the charterers under the Initial Sub-charter (which is acceptable to the Owners) in accordance with the terms of the Initial Sub-charter.

"Insurances" means:

70
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(a)	all policies and contracts of insurance, including entries of the Vessel in any protection and indemnity or war risks association, which are effected in respect of the Vessel or otherwise in relation to it<br> whether before, on or after the date of this Charter; and
(b)	all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or not the relevant policy,<br> contract of insurance or entry has expired on or before the date of this Charter.
---	---

"Interpolated Historic Term SOFR" means, in relation to any Hire Period, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)	either:
(i)	the most recent applicable Term SOFR (as of a day which is not more than three (3) US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available)<br> which is less than three months; or
---	---
(ii)	if no such Term SOFR is available for a period which is less than three months, SOFR for a day which is no more than five (5) US Government Securities Business Days (and no less than two (2) US Government<br> Securities Business Days) before the Quotation Day; and
---	---
(b)	the most recent applicable Term SOFR (as of a day which is not more than three (3) US Government Securities Business Days before the Quotation Day) the shortest period (for which Term SOFR is available) which<br> exceeds three months.
---	---

"Interpolated Term SOFR" means, in relation to any Hire Period, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)	either:
(i)	the applicable Term SOFR (as of the Quotation Day in respect of that Hire Period) for the longest period (for which Term SOFR is available) which is less than three months; or
---	---
(ii)	if no such Term SOFR is available for a period which is less than three months, SOFR for the day which is two (2) US Government Securities Business Days before the Quotation Day; and
---	---
(b)	the applicable Term SOFR (as of the Quotation Day in respect of that Hire Period) for the shortest period (for which Term SOFR is available) which exceeds three months.
---	---

"Interest Rate" means, in relation to each Hire Period and subject to Clause 37.3, the percentage rate of interest per annum equal to the aggregate of the (i) applicable Reference Rate for the relevant Hire Period and (ii) the Margin.

71
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"ISM Code" means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organisation Assembly as Resolutions A.741 (18) and A.788 (19), as the same may be amended or supplemented from time to time.

"ISPS Code" means the International Ship and Port Security Code as adopted by the Conference of Contracting Governments to the Safety of Life at Sea Convention 1974 on 13 December 2002 and incorporated as Chapter XI-2 of the Safety of Life at Sea Convention 1974, as the same may be supplemented or amended from time to time (and the terms "safety management system", "Safety Management Certificate" and "Document of Compliance" have the same meanings as are given to them in the ISM Code).

"ISSC" means a valid international ship security certificate for the Vessel issued pursuant to the ISPS Code.

"Legal Reservations" means:

(a)	the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting<br> the rights of creditors;
(b)	the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off<br> or counterclaim; and
---	---
(c)	similar principles, rights and defences under the laws of any Relevant Jurisdiction; and
---	---
(d)	any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered to the Owners pursuant to Clause 34.2(e).
---	---

"Leasing Documents" means this Charter, the MOA and the Security Documents.

"Major Casualty" means any casualty to the Vessel in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $5,000,000 or the equivalent in any other currency.

"Management Agreement" means:

(a)	the technical and commercial management agreement made or to be made between the Approved Manager and the Charterers; or
(b)	such other management agreement subsequently entered into in respect of the Vessel as may be approved by the Owners (such approval not to be unreasonably withheld).
---	---

"Manager's Undertaking" means, in relation to an Approved Manager, the letter of undertaking from that Approved Manager subordinating the rights of such Approved Manager against the Vessel and the Charterers to the rights of the Owners under the Leasing Documents in an agreed form agreed on or prior to signing of this Charter.

72
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"Mandatory Sale" has the meaning given to that term in Clause 50.4.

"Mandatory Sale Date" has the meaning given to that term in Clause 50.4.

"Mandatory Sale Price" means, in respect of the Mandatory Sale Date, the aggregate of:

(a)	the Outstanding Capital Balance prevailing as at the Mandatory Sale Date;
(b)	any Variable Charterhire accrued as at the date of payment of the Mandatory Sale Price;
---	---
(c)	(in case of Clause 37.3) if the Mandatory Sale Date occurs on or before the date falling thirty six (36) months from the Commencement Date, one per cent. (1.00%) of the Outstanding Capital Balance as at the<br> relevant date;
---	---
(d)	any Breakfunding Costs;
---	---
(e)	any documented legal or other costs reasonably incurred by the Owners in connection with the exercise of the Mandatory Sale; and
---	---
(f)	aside from the amounts described under paragraphs (a) to (e) above, any other moneys due and owing under the Leasing Documents at the relevant Mandatory Sale Date including any default interest on amounts<br> under (a) to (f) above.
---	---

"Margin" means two point one per cent. (2.1%) per annum.

"Market Disruption Rate" means the Reference Rate.

"Market Value" means:

(a)	prior to the occurrence of a Termination Event which is continuing, a valuation prepared:
(i)	in Dollars;
---	---
(ii)	on a date no earlier than fifteen (15) days prior to the relevant date of valuation;
---	---
(iii)	with or without physical inspection of that Vessel; and
---	---
(iv)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment, and<br> such valuation shall be prepared by an Approved Valuer nominated by the Charterers; and
---	---
(b)	upon the occurrence of a Termination Event which is continuing:
---	---
(i)	subject to sub-paragraph (ii) below, the arithmetic mean of the valuations shown by two (2) valuation reports prepared:
---	---
73
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(A)	in Dollars;
(B)	on a date no earlier than fifteen (15) days prior to the relevant date of valuation;
---	---
(C)	with or without physical inspection of that Vessel; and
---	---
(D)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment, and<br> such reports shall be prepared by Approved Valuers nominated by the Owners; and
---	---
(ii)	if there is a discrepancy of five per cent. (5%) or more between the market valuations shown on the two valuation reports obtained pursuant to the above paragraph (using the higher valuation figure as the<br> denominator), the arithmetic mean of the valuations shown by three (3) valuation reports each prepared on the same terms and conditions as set out under paragraph (a) above.
---	---

"MARPOL Carbon Intensity Regulations" means the regulations contained in Chapters 1, 2 and 4 of Revised MARPOL Annex VI which relate to “Regulations on the Carbon Intensity of International Shipping” and Resolution MEPC.328(76) implementing the CII and any associated guidelines and/or subsequent amendments, including the Ship Energy Efficiency Management Plan (SEEMP).

"MARPOL Protocol" means Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the International Convention for the Prevention of Pollution from Ships 1973 (as amended in 1978 and 1997).

"Material Adverse Effect" means, in the opinion of the Owners, a material adverse effect on:

(a)	the business, operations, property, condition (financial or otherwise) or prospects of any Relevant Person or the Group as a whole;
(b)	the ability of any Relevant Person to perform its obligations under any Leasing Document to which it is a party; or
---	---
(c)	the validity or enforceability of, or the effectiveness or ranking of any Security Interests granted pursuant to any of the Leasing Documents or the rights or remedies of the Owners under any of the Leasing<br> Documents.
---	---

"MOA" means the memorandum of agreement dated on or about the date of this Charter and made between the Owners (in their capacity as buyers) and the Charterers (in their capacity as sellers), pursuant to which the Charterers agree to sell and the Owners agree to purchase the Vessel upon the terms and conditions set out therein.

"Net Sales Proceeds" has the meaning given to it under Clause 41.9.

74
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"Net Trading Proceeds" has the meaning given to it under Clause 41.9.

"New Guarantee" has the meaning given to such term in the definition of "Disposal Conditions".

"New Shareholder" has the meaning given to such term in the definition of "Disposal".

"New Shares Security" has the meaning given to such term in the definition of "Disposal Conditions".

"Obligatory Insurances" means any insurances of the Vessel required to be effected by or on behalf of the Charterers pursuant to Clause 39 – (Insurance).

"Operating Account" means an account in the name of the Charterers with an Account Bank.

"Original Financial Statements" means:

(a)	with respect to the Charterers, the annual financial statement accounts of the Charterers for that financial year as referred to in Guarantor B’s audited consolidated annual financial statement accounts of<br> Guarantor B; and
(b)	with respect to each Guarantor, its audited financial statements for the financial year ended 31 December 2024 (and if such statements are not in English, they shall be accompanied by a certified English<br> translation).
---	---

"Original Jurisdiction" means, in relation to any Relevant Person, the jurisdiction under whose laws such Relevant Person incorporated or resided as at the date of this Charter.

Other Charters" means, other than the Charter, each, or as the context may require, any of the charters listed in the fourth column (The Charters) of Schedule 3 (The Vessels, The Parties and The Charters), and "Other Charters" means all such charters.

"Other Charterers" means, other than the Charterers, each, or as the context may require, any of the charterers listed in the third column (The Charterers) of Schedule 3 (The Vessels, The Parties and The Charters), and "Other Charterers" means all such charterers.

"Other Owner" means, other than the Owner, each, or as the context may require, any of the owners listed in the second column (The Owners) of Schedule 3 (The Vessels, The Parties and The Charters), and "Other Owners" means all such owners.

"Other Vessel" means, other than the Vessel, each, or as the context may require, any of the vessels listed in the first column (The Vessels) of Schedule 3 (The Vessels, The Parties and The Charters), and "Other Vessels" means all such vessels.

"Outstanding Capital Balance" means, on any relevant date, (i) the Financing Amount minus (ii) the aggregate Fixed Charterhire which has been paid by the Charterers and received by the Owners as at such date taking into account any payment made in accordance with Clause 46.1(x)(ii)(1) or Clause 48 – (Voluntary Prepayment).

75
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"Owners' Financier" means any financier providing financing or refinancing facilities to the Owners or any affiliate of the Owners in respect of the Owners' purchase and/or lease of the Vessel to the Charterers under the terms of the Leasing Documents.

"Owners' Surveyor" means the surveyor appointed by the Owners in accordance with Clause 7.

"Party" means a party to this Charter, namely the Owners or the Charterers.

"Payment Date" means each of the dates upon which Charterhire is to be paid by the Charterers to the Owners pursuant to Clauses 36.2, 36.5, 36.6and 36.7 (Charterhire).

"Perfection Requirements" means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Leasing Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Obligor or any relevant third party) and/or perfection of that Leasing Document.

"Permitted Security Interest" means:

(a)	any Security Interest created by a Security Document or a Financial Instrument;
(b)	prior to the completion of the "Voluntary Early Termination" or “Purchase Option” (howsoever described in the Existing Charter), any Security Interest created by a "Security Document" (howsoever described in<br> the Existing Charter;
---	---
(c)	any lien for unpaid master's and crew's wages in accordance with the ordinary course of operation of the Vessel or in accordance with usual reputable maritime practice;
---	---
(d)	any lien for salvage;
---	---
(e)	any lien for master's disbursements incurred in the ordinary course of trading;
---	---
(f)	any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Vessel provided such liens do not secure amounts more than thirty (30) days<br> overdue;
---	---
(g)	any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the Owners are<br> prosecuting or defending such action in good faith by appropriate steps; and
---	---
(h)	Security Interests arising by operation of law in respect of taxes which are not overdue or for payment of taxes which are overdue for payment but which are being contested by the Owners or the Charterers in<br> good faith by appropriate steps and in respect of which adequate reserves have been made, provided that the foregoing have not arisen due to the default or omission of any Relevant Person.
---	---
76
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"Poseidon Principles" means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organisation from time to time.

"Potential Termination Event" means, an event or circumstance which, with the expiry of a grace period, the giving of any notice, the lapse of time and/or the making of any determination under the Leasing Documents and/or the satisfaction of any other condition, would constitute a Termination Event.

"Prepositioning Date" shall have the same meaning as defined under the MOA.

"Prohibited Countries" means those countries and territories subject to country-wide or territory-wide Sanctions and/or trade embargoes from time to time during the Charter Period, in particular but not limited to pursuant to the U.S.'s Office of Foreign Assets Control of the U.S. Department of Treasury ("OFAC") or the United Nations including at the date of this Charter, but without limitation, non-Ukrainian government controlled areas of Donetsk, Luhansk and Zaporizhzhia Regions, Cuba, Syria, Iran, North Korea, Crimea and Venezuela and any additional countries based on respective country-wide or territory-wide Sanctions being imposed by OFAC or any of the regulative bodies referred to in the definition of Prohibited Person.

"Prohibited Person" means any person, entity or any other party which is (i) located, domiciled, resident or incorporated in a Prohibited Country, and/or (ii) subject to any sanction administrated by the United Nations, the European Union, the United States and the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), the United Kingdom, His Majesty's Treasury ("HMT") and the Foreign and Commonwealth Office of the United Kingdom, the Special Administrative Region of Hong Kong, the People's Republic of China and/or (iii) owned or controlled by or affiliated with persons, entities or any other parties as referred to in (i) and (ii).

"Published Rate" means SOFR or Term SOFR for any Quoted Tenor.

"Published Rate Replacement Event" means, in relation to any Published Rate:

(a)	the methodology, formula or other means of determining that Published Rate has, in the opinion of the Parties, materially changed;

(b)

(i)

(A) the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent;

B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent, provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

77
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(ii)	the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator<br> to continue to provide that Published Rate;
(iii)	the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or
---	---
(iv)	the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or
---	---
(c)	the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance<br> with its reduced submissions or other contingency or fallback policies or arrangements and either:
---	---
(i)	the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Parties) temporary;
---	---
(ii)	that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than a reasonable period determined by the Parties; or
---	---
(d)	in the opinion of the Parties, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Charter.
---	---

"Purchase Obligation" means the purchase obligation referred to in Clause 52 – (Purchase Obligation).

"Purchase Obligation Price" means:

(a)	if the Prepositioning Date occurs in the calendar year 2025, $19,000,000 (the "Original Purchase Obligation Price") ; and
(b)	if the Prepositioning Date occurs in the calendar year 2026, an amount to be calculated as follows:
---	---

the Original Purchase Obligation Price x the Adjustment Value

"Purchase Price" has the meaning given to it in the MOA.

"Quotation Day" means, in relation to any Hire Period, two (2) US Government Securities Business Days before the first day of that Hire Period unless market practice differs in the relevant syndicated loan market in which case the Quotation Day will be determined by the Owners in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

78
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"Quoted Tenor" means, in relation to Term SOFR, any period for which that rate is customarily displayed on the relevant page or screen of an information service.

"Reference Rate" means, in relation to a Hire Period:

(a)	the applicable Term SOFR for three (3) months as of the relevant Quotation Day; or
(b)	as otherwise determined pursuant to Clause 36.5A,
---	---

and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero.

"Relevant Jurisdiction" means, in relation to each Relevant Person:

(a)	its Original Jurisdiction;
(b)	any jurisdiction where any property owned by it and charged under a Leasing Document is situated;
---	---
(c)	any jurisdiction where it conducts its business; and
---	---
(d)	any jurisdiction whose laws govern the perfection of any of the Leasing Documents entered into by it creating a Security Interest.
---	---

"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

"Relevant Person" means each of the Charterers (for the avoidance of doubt, reference to Charterers here include the Charterers acting in their capacities as sellers under the MOA), the Other Charterers, the Guarantors (in their respective capacity as the guarantor and/or the shareholder of the Charterers, as the case may be), any Approved Manager which is an entity within the Group, any Sub-charterer which is an entity within the Group, (following the Disposal) the New Shareholder (in its capacity as the guarantor and the shareholder of the Charterers) and any other party providing security to the Owners in respect of the Charterers' obligations under this Charter pursuant to a Security Document (except any Approved Manager or Sub-charterer which are not entities within the Group).

"Replacement Reference Rate" means a reference rate which is:

(a)	formally designated, nominated or recommended as the replacement for a Published Rate by:
(i)	the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate); or
---	---
(ii)	any Relevant Nominating Body, and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement<br> Published Rate" will be the replacement under paragraph (ii) above;
---	---
79
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(b)	in the opinion of the Owners, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or
(c)	in the opinion of the Owners, an appropriate successor or alternative to a Published Rate.
---	---

"Reporting Time" means close of business in Beijing on the date falling one (1) Business Day after the Quotation Day for the relevant Hire Period.

"Requisition Compensation" includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) of the definition of "Total Loss".

"Russian Oil Price Cap Measures" means the Russian oil price cap restrictions and requirements imposed by law or regulation of the United Kingdom, the Council of the European Union and the United States of America and any other similar restrictions on the supply or delivery or maritime transportation of Russian Oil Products applicable to any person as amended from time to time.

"Russian Oil Products" means oil and oil products falling within commodity codes 2709 or 2710 which originate in or are consigned from Russia.

"Safety Management Certificate" shall have the same meaning as ascribed under the ISM Code.

"Sanctions" means any sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):

(a)	imposed by law or regulation of a Sanctions Authority, to the extent applicable to this transaction; or
(b)	otherwise imposed by any applicable law or regulation by which any Relevant Person is bound or to which it is subject.
---	---

"Sanctions Authority" means:

(a)	the United Nations or its Security Council;
(b)	the United States;
---	---
(c)	the European Union or the Council of the European Union;
---	---
(d)	the United Kingdom;
---	---
80
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(e)

the People's Republic of China (including for the avoidance of doubt, Hong Kong), provided that this paragraph (e) shall not apply to the Initial Sub-charterer when the Vessel is chartered under the Initial Sub-charter or the operation or use of the Vessel by the Initial Sub-charterer (but not any further sub-lessee of the Vessel) when the Vessel is operated by the Initial Sub-charterer (but not any further sub-lessee of the Vessel), in each case unless otherwise specified in Clause 50.3; and

(f)

the governments and official institutions or agencies of any of paragraphs (a) to (e) above, including the U.S. Department of the Treasury's Office of Foreign Assets Control, the United States Department of State, the U.S. Department of Commerce and the Hong Kong Monetary Authority and His Majesty's Treasury.

---

"Sanctions Advisory" means the Sanctions Advisory for the Maritime Industry, Energy and Metals Sectors, and Related Communities issued May 14, 2020 by the US Department of the Treasury, Department of State and Coast Guard, as may be amended or supplemented, and any similar future advisory.

"Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) which a Relevant Person (other than the Other Owners) has, at the date of this Charter or at any later time or times, to the Owners under or in connection with the Leasing Documents or any judgment relating to the Leasing Documents and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country.

"Security Period" means the period commencing on the date hereof and ending on the date on which the Owners are satisfied that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

"Security Documents" means collectively the Guarantees, any New Guarantee, the Account Security, the Shares Security, the General Assignment, the Manager's Undertakings and any other document whether or not it creates a Security Interest which is executed as security for the obligations of the Charterers under or in connection with this Charter.

"Security Interest" means:

(a)	a mortgage, charge (whether fixed or floating) or pledge, lien, assignment, hypothecation or any other security interest of any kind or any other agreement or arrangement having the effect of conferring a<br> security interest;
(b)	the security rights of a plaintiff under an action in rem; or
---	---
(c)	any other right which confers on a creditor or potential creditor a right or privilege to receive the amount actually or contingently due to it ahead of the general unsecured creditors of the debtor<br> concerned; however this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution.
---	---

"Shares Security" means each, or as the context may require, any of:

81
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(a)	the share charge executed or to be executed by Guarantor B (in its capacity as shareholder of the Charterers) creating a Security Interest over all its shares in the Charterers in favour of the Owners; and
(b)	(following the Disposal) the New Shares Security.
---	---

"SOFR" means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published (before any correction, recalculation or republication by the administrator) by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

"Special Termination Amount" means, in respect of the Special Termination Date, the aggregate of:

(a)	the Outstanding Capital Balance prevailing as at the Special Termination Date;
(b)	any Variable Charterhire accrued as at the date of payment of the Special Termination Amount;
---	---
(c)	any Breakfunding Costs;
---	---
(d)	any documented legal or other costs reasonably incurred by the Owners in connection with Clause 51A (USTR Termination Event); and
---	---
(e)	aside from the amounts described under paragraphs (a) to (d) above, any other moneys due and owing under the Leasing Documents at the relevant Special Termination Date including any default interest on<br> amounts under (a) to (e) above.
---	---

"Special Termination Date" has the meaning given to that term in Clause 51A (USTR Termination Event).

"Special Termination Notice" has the meaning given to that term in Clause 51A (USTR Termination Event).

"Statement of Compliance" means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

"Subsidiary" means a subsidiary within the meaning of section 1159 of the UK Companies Act 2006.

"Sub-charter" means, as the context requires, any sub-charter or other form of contract for employment in respect of the Vessel (including, but not limited to, any Assignable Sub-charter) entered or to be entered into by the Charterers (as disponent owners) and any other sub-charterer, whether or not already in existence.

"Sub-charterer" means the sub-charterer under a Sub-charter.

"Technical Manager" means Central Mare Inc., a corporation incorporated under the laws of Marshall Islands with registration number 32656 or any reputable management company designated by the Charterers and approved by Initial Sub-charterer, while on time charter to Initial Sub-charterer, and the Owners, thereafter, in writing from time to time as the technical manager of the Vessel.

82
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"Term SOFR" means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).

"Termination Event" means any event described in Clause 49.1.

"Termination Fee" means an amount equals to one point five per cent. (1.50%) of the Outstanding Capital Balance as at the relevant date.

"Termination Notice" has the meaning given to it under Clause 49.2 (Termination Events).

"Termination Sum" means, in respect of any date (such date being referred to as the "Relevant Date" for the purposes of this definition only), the aggregate of (without double counting amounts that may be included in more than one sub-paragraph below):

(a)	the Outstanding Capital Balance prevailing as at the Relevant Date;
(b)	any Variable Charterhire due and payable, but unpaid up to (and including) the date of payment of the Termination Sum;
---	---
(c)	any Termination Fee;
---	---
(d)	any Breakfunding Costs;
---	---
(e)	any and all documented costs, losses and liabilities incurred by the Owners as a result of the early termination of the leasing under this Charter including but not limited to any legal costs, any agency or<br> broker fees incurred in attempting to re-charter or otherwise dispose of the Vessel;
---	---
(f)	any and all documented costs, losses and liabilities incurred by the Owners in locating, repossessing, recovering, repositioning, berthing, insuring and maintaining the Vessel and/or in collecting any<br> payments due under this Charter and/or in obtaining the due performance of the obligations of the Charterers under this Charter or the other Leasing Documents (including, but not limited to, for carrying out any works or modifications or<br> repairs required to cause the Vessel to conform with the provisions relating to redelivery as required under Clause 41.5); and
---	---
(g)	aside from the amounts described under paragraphs (a) to (f) above, any other moneys due and payable, but unpaid, under the Leasing Documents at the Relevant Date including any default interest on amounts<br> under (a) to (f) above.
---	---

"Total Loss" means:

(a)	actual, constructive, compromised, agreed or arranged total loss of the Vessel;
83
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(b)

any expropriation, confiscation, requisition or acquisition of the Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to an extension) unless it is redelivered within twenty-one (21) days to the full control of the Owners or the Charterers; or

(c)

any arrest, capture, seizure or detention of the Vessel (including any hijacking or theft but excluding any event specified in paragraph (b) of this definition) unless it is redelivered within thirty (30) days to the full control of the Owners or the Charterers.

---

"Total Loss Date" means, in relation to the Total Loss of the Vessel:

(a)	in the case of an actual loss of the Vessel, the date on which it occurred;
(b)	in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earlier of:
---	---
(i)	the date on which a notice of abandonment is given to the insurers;
---	---
(ii)	the date when the Vessel was last heard of; and
---	---
(iii)	the date of any compromise, arrangement or agreement made by or on behalf of the Charterers with the Vessel's insurers in which the insurers agree to treat the Vessel as a Total Loss; and
---	---
(c)	in the case of any expropriation, confiscation, requisition or acquisition of the Vessel whether for full consideration, a consideration less than its proper value, a nominal consideration or without any<br> consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one<br> (1) year without any right to an extension), on the date on which the expropriation, confiscation, requisition or, as the case may be, the acquisition of the Vessel is completed by delivery of the Vessel to the relevant government or<br> official authority or the person or persons claiming to be or to represent the relevant government or official authority unless it is redelivered within twenty-one (21) days to the full control of the Owners or the Charterers; and
---	---
(d)	in the case of any arrest, condemnation, capture, seizure or detention of the Vessel (including any hijacking or theft), unless it is redelivered within thirty (30) days to the full control of the Owners or<br> the Charterers, the date falling on the expiration of such days.
---	---

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

(a)	the date falling one hundred and twenty (120) days after the Total Loss Date or such later date as the Owners may agree; and
(b)	the date on which the Owners receive the Total Loss Proceeds.
---	---
84
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"Total Loss Proceeds" means the proceeds of any policy or contract of insurance or any Requisition Compensation in each case arising in respect of a Total Loss.

"US" means the United States of America.

"US Government Securities Business Day" means any day other than:

(a)	a Saturday or a Sunday; and
(b)	a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes<br> of trading in US Government securities.
---	---

"US Tax Obligor" means (a) a person which is resident for tax purposes in the United States of America or (b) a person some or all of whose payments under the Leasing Documents are from sources within the United States for United States federal income tax purposes.

"USTR Remedy Period" has the meaning given to that term in Clause 51A (USTR Termination Event).

"Variable Charterhire" shall have the meaning as defined under paragraph (b) of Clause 36.5.

"Vessel" means m.v. Eco Malibu with IMO number 9902823.

"Voluntary Early Termination" means the right to early terminate referred to in Clause 51.1.

"Voluntary Early Termination Date" shall have the meaning ascribed thereto in Clause 51.2.

"Voluntary Early Termination Fee" means:

(a)	if the Voluntary Early Termination is exercised on or after the date falling twelve (12) months from the Commencement Date and until (including) the date falling twenty four (24) months after the Commencement<br> Date, one point five per cent. (1.50%) of the Outstanding Capital Balance on the applicable Voluntary Early Termination Date;
(b)	if the Voluntary Early Termination is exercised after the date falling twenty four (24) months from the Commencement Date and until (including) the date falling thirty six (36) months from the Commencement<br> Date, one per cent. (1.00%) of the Outstanding Capital Balance on the applicable Voluntary Early Termination Date; and
---	---
(c)	if the Voluntary Early Termination is exercised after the date falling thirty six (36) months from the Commencement Date zero per cent. (0%) of the Outstanding Capital Balance as at the applicable Voluntary<br> Early Termination Date.
---	---

"Voluntary Early Termination Notice" shall have the meaning ascribed thereto in Clause 51.2.

85
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"Voluntary Early Termination Price" means, in respect of any Voluntary Early Termination Date, the aggregate of:

(a)	the Outstanding Capital Balance prevailing as at the relevant the Voluntary Early Termination Date;
(b)	any Variable Charterhire accrued but unpaid as at the date of payment of the Voluntary Early Termination Date Price;
---	---
(c)	any Voluntary Early Termination Fee;
---	---
(d)	any Breakfunding Costs;
---	---
(e)	any documented legal (subject to pre-agreed cap) or other costs reasonably incurred by the Owners in connection with the exercise of the Voluntary Early Termination under Clause 51 – (Voluntary Early Termination); and
---	---
(f)	aside from the amounts described under paragraphs (a) to (e) above, any other moneys due and owing under the Leasing Documents at the relevant Voluntary Early Termination Date including any default interest<br> on amounts under (a) to (e) above.
---	---
68.2	Inconsistency between Charter provisions and Leasing Documents
---	---

In the case of any conflict between the provisions or terms so of this Charter and the terms and provisions of a Leasing Document, the provisions of this Charter shall prevail.

68.3	Construction

Unless a contrary indication appears, in this Charter:

the "Approved Manager", the "Charterers", a "Guarantor", the "New Shareholder", any "Relevant Person", the "Owners", any "Other Charterer", any "Other Owner", or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Leasing Documents;

"agreed form" means, in relation to a document, such document in a form agreed in writing between the Owners and the Charterers and, if required by the Owners in their sole discretion, the Owners' Financiers;

"asset" includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;

"company" includes any partnership, joint venture and unincorporated association;

"consent" means:

(a)	an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalization; and
(b)	in relation to anything which will be prohibited or restricted by law if a governmental or official authority intervenes or acts in any way within a specified period after lodgment, filing, registration or<br> notification, the expiry of that period without intervention or action.
---	---
86
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"contingent liability" means a liability which is not certain to arise and/or the amount of which remains unascertained;

"continuing" means, in relation to any Termination Event, a Termination Event which has not been waived by the Owners or remedied to the satisfaction of the Owners (acting reasonably) and in relation to any Potential Termination Event, a Potential Termination Event which has not been waived by the Owners or remedied to the satisfaction of the Owners (acting reasonably), provided that following the issuance of a Termination Notice in accordance with Clause 49.2, a Termination Event is "continuing" if it has not been waived;

"control" over a particular company means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(a)	cast, or control the casting of, more than 51 per cent, of the maximum number of votes that might be cast at a general meeting of such company;
(b)	appoint or remove all, or the majority, of the directors or other equivalent officers of such company; or
---	---
(c)	give directions with respect to the operating and financial policies of such company with which the directors or other equivalent officers of such company are obliged to comply;
---	---

"document" includes a deed; also a letter, fax or telex;

the Owners' "cost of funds" in relation to the Outstanding Capital Balance or any part thereof is a reference to the average cost (determined either on an actual or a notional basis) which the Owners would incur if they were to fund or finance, from whatever source(s) they may reasonably select, an amount equal to the amount of the Outstanding Capital Balance or any part thereof for a period equal in length to the Hire Period of the Outstanding Capital Balance or any part thereof;

"expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax;

"gross negligence" means a form of negligence which is distinct from ordinary negligence, in which the due diligence and care which are generally to be exercised have been disregarded to a particularly high degree, in which the plainest deliberations have not been made and that which should be most obvious to everybody has not been followed.

"law" includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;

"legal or administrative action" means any legal proceeding or arbitration and any administrative or regulatory action or investigation;

87
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

"liability" includes every kind of debt or liability (present or future, and including contingent liabilities only in the case of Clause 49.1(g)(ii), Clause 54 – (Indemnities) and the definition of "Financial Indebtedness"), whether incurred as principal or surety or otherwise;

"months" shall be construed in accordance with Clause 68.4 (Meaning of "month");

"person" includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation;

"policy", in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;

"protection and indemnity risks" means the usual risks covered by a protection and indemnity association which is a member of the International Group of Protection And Indemnity Clubs including pollution risks, extended passenger cover and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls)(1/10/83) or clause 8 of the Institute Time Clauses (Hulls) (1/11/1995) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

"regulation" includes any regulation, rule, official directive, request or guideline whether or not having the force of law of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; and

"tax" includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine.

68.4	Meaning of "month"

A period of one or more "months" ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started ("the numerically corresponding day"), but:

(a)	on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day<br> preceding the numerically corresponding day; or
(b)	on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day;
---	---

and "month" and "monthly" shall be construed accordingly.

68.5	In this Charter:
(a)	references to a Leasing Document or any other document being in the form of a particular appendix or to any document referred to in the recitals include references to that form with any modifications to that<br> form which the Owners and the Charterers approve;
---	---
88
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

(b)	references to, or to a provision of, a Leasing Document or any other document are references to it as amended or supplemented, whether before the date of this Charter or otherwise;
(c)	references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Charter or otherwise;
---	---
(d)	words denoting the singular number shall include the plural and vice versa; and
---	---
(e)	references to a page or screen of an information service displaying a rate shall include:
---	---
(i)	any replacement page of that information service which displays that rate; and
---	---
(ii)	the appropriate page of such other information service which displays that rate from time to time in place of that information service,
---	---

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Owners after consultation with the Charterers.

68.6	Construction of Insurance terms

In this Charter:

"approved" means, for the purposes of Clause 39 – (Insurance), approved in writing by the Owners.

"excess risks" means the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Vessel in consequence of its insured value being less than the value at which the Vessel is assessed for the purpose of such claims.

"obligatory insurances" means all insurances effected, or which the Charterers are obliged to effect, under Clause 39 – (Insurance) or any other provision of this Charter or another Leasing Document.

"policy" includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.

"protection and indemnity risks" means the usual risks (including but not limited to freight, demurrage and defence cover) covered by a protection and indemnity association being a member of the International Group of Protection and Indemnity Clubs, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.

"war risks" includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls)(1/10/83).

68.7	Headings

In interpreting a Leasing Document or any provision of a Leasing Document, all clauses, sub-clauses and other headings in that and any other Leasing Document shall be entirely disregarded.

89
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

SCHEDULE 1

ACCEPTANCE CERTIFICATE

ATHENEAN EMPIRE INC. (the "Charterers") hereby acknowledges that at [●] hours on [●], there was delivered to, and accepted by, the Charterers the Vessel known as m.v. "Eco Malibu", registered in the name of LUSTRE 6 HOLDING LIMITED (the "Owners") under the flag of the Marshall Islands with IMO number 9902823 under a bareboat charter dated [●] (the "Charter")

      and made between the Owners and the Charterers and that Delivery \(as defined in the Charter\) thereupon took place and that, accordingly, the Vessel is and will be subject to all the terms and conditions contained in the Charter.

The Charterers warrant that the representations and warranties made by them in Clause 45 – (Representation and Warranties) of the Charter remain correct and that no Termination Event (as defined in the Charter) has occurred and is continuing at the date of this Acceptance Certificate.

Name:

Title: attorney in fact

for and on behalf of

ATHENEAN EMPIRE INC.

Dated:

90
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

SCHEDULE 2

PART A

The following are the documents referred to in Clause 34.2(e)(i):

1	Corporate Authority
1.1	A copy of the constitutional documents of each Relevant Person (other than the Other Charterers) (for the purpose of this Schedule only, collectively, the “Pertinent Persons”).
---	---
1.2	If required, a copy of the resolutions of the board of directors (or equivalent) of each of the Pertinent Persons:
---	---
(a)	approving the terms of, and the transactions contemplated by, the Leasing Documents to which it is a party and resolving that it execute the Leasing Documents to which it is a party;
---	---
(b)	authorizing a specified person or persons to execute the Leasing Documents to which it is a party on its behalf; and
---	---
(c)	authorising a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under, or in connection with, the Leasing Documents to which it<br> is a party.
---	---
1.3	If required, an original of the power of attorney of any party to a Leasing Document authorising a specified person or persons to execute the Leasing Documents to which it is a party.
---	---
1.4	If required, a specimen of the signature of each person authorized by the resolution referred to in paragraph 1.2 above.
---	---
1.5	If required, a copy of the resolutions signed by all the holder(s) of the issued shares of any Relevant Person, approving the terms of, and the transactions contemplated by such Leasing Document.
---	---
1.6	A certificate of an officer or authorized signatory of each Relevant Person certifying that each copy document relating to it specified in this Part A of Schedule 2 is correct, complete and in full force and<br> effect as at a date no earlier than the date of this Agreement.
---	---
2	Documents and other security
---	---
2.1	A duly executed copy of this Charter, the MOA, the Shares Security and the Guarantees and of each document to be delivered under each of them.
---	---
2.2	Duly executed but undated copies of each of the Account Security, the General Assignment and the Manager's Undertaking and of each document to be delivered under each of them.
---	---
2.3	Evidence that the Charterers' Operating Account have been opened and maintained with the Account Bank.
---	---
3	Legal opinion
---	---
91
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

3.1	Agreed form of legal opinion by English legal advisers to the Owners on such matters on the laws of England in relation to the applicable documents listed in paragraphs 2.1 and 2.2 of Part A of this Schedule,<br> in form and substance acceptable to the Owners.
3.2	Agreed forms of legal opinions by lawyers appointed by the Owners on such matters relating to the applicable documents listed in paragraphs 2.1 and 2.2 of Part A this Schedule, concerning the laws of the<br> Republic of the Marshall Islands, Greece and such other relevant jurisdictions as the Owners may reasonably require, in form and substance acceptable to the Owners.
---	---
4	Valuation of Vessel
---	---

If the Prepositioning Date occurs in the calendar year 2026, valuation of the Vessel, indicating the Initial Market Value to be received by the Owners not later than thirty days prior to the Prepositioning Date.

5	Vessel Insurances
5.1	Evidence that the Vessel is or will be on Delivery insured in the manner required under Clause 39 – (Insurance).
---	---
5.2	Agreed form of letters of undertaking and certificates of entry (as the case may be) relating to insurances as set out in Clause 39 – (Insurance) from the relevant<br> insurer, insurance broker, protection and indemnity association or war risks association (as the case may be).
---	---
5.3	An insurance report by an insurance advisor appointed by the Owners (but at the cost of the Charterers) in an agreed form acceptable to the Owners.
---	---
6	Vessel Documents
---	---
6.1	A copy of the Management Agreement and any amendments thereto, establishing that the Vessel will, as from the Commencement Date, be managed by the relevant Approved Manager.
---	---
6.2	A copy of the Document of Compliance of the Technical Manager.
---	---
6.3	A copy of the Vessel's class certificate evidencing that the Vessel maintains such classification.
---	---
6.4	Copies of the Vessel's Safety Management Certificate (together with any other details of the applicable safety management system which the Owners may require) and of any other documents required under the ISM<br> Code and the ISPS Code (including, without limitation, an ISSC and IAPPC).
---	---
7	Initial Sub-charter
---	---
7.1	A copy of the executed Initial Sub-charter (and any addendums thereto).
---	---
7.2	Evidence to the satisfaction of the Owners that the Initial Sub-charterer consents to the sale and leaseback of the Vessel contemplated by the Leasing Documents.
---	---
92
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

8	Deed of Release

An agreed form Deed of Release.

9	Others
9.1	A duly completed Payment Notice (as defined in the MOA) to be received by the Owners not later than five (5) Business Days the Commencement Date.
---	---
9.2	A copy of the duly executed commercial invoice of the Vessel issued by the Charterers (in their capacity as sellers under the MOA) to the Owners (in their capacity as buyers under the MOA), specifying the<br> aggregate amount payable by the Owners (in their capacity as buyers under the MOA) to the Charterers (in their capacity as sellers under the MOA) for the purchase of the Vessel under the MOA.
---	---
9.3	Evidence that all fees, costs and expenses then due from the Charterers to the Owners under the Leasing Documents have been paid and received by the Owners.
---	---
9.4	Copies of the Original Financial Statements.
---	---
9.5	Such evidence relating to the Relevant Person as the Owners may reasonably require for their (or their financiers) to be able to satisfy each of their "know your customer" or similar identification procedures<br> in relation to the Leasing Documents.
---	---
9.6	A copy of any other consents, approvals, authorization or other document, opinion or assurance which the Owners consider to be reasonably desirable in connection with the entry into and performance of the<br> transactions contemplated by any of the Leasing Documents or for the validity and enforceability of such documents.
---	---
9.7	If required, evidence that any process agent referred to under the Leasing Documents has accepted its appointment.
---	---
9.8	If required by the Flag State for purposes of registering the Vessel in the name of the Owners, evidence that the Owners have been registered as a foreign maritime entity under the laws of the Flag State<br> (with such cost to be borne by the Charterers).
---	---
9.9	Such other documents as the Owners may require by giving notice to the Charterers.
---	---
93
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

PART B

The following are the documents referred to in Clause 34.2 (e)(ii):

1	Corporate Authorisations/Confirmation
1.1	A certificate of an authorized signatory of each of the Pertinent Persons certifying that each copy document provided under paragraph 1 of Part A of Schedule 2 of the MOA remains correct, complete and in full<br> force and effect as on the Commencement Date.
---	---
1.2	A certificate of an authorized signatory of the Charterers certifying that there is no Potential Termination Event or Termination Event has occurred and is continuing as of the Commencement Date.
---	---
2	Security Documents
---	---
2.1	Duly executed and dated copies of each of the Account Security, the General Assignment and each Manager's Undertaking and of each document to be delivered under it and evidence of their delivery within the<br> timing prescribed under it.
---	---
2.2	Documentary evidence that the Security Interests intended to be created by each of the Security Documents have been duly perfected under applicable law or will be perfected under applicable law within the<br> prescribed period contained in such Security Documents.
---	---
3	Delivery and title registration of the Vessel
---	---
3.1	Documentary evidence that the Vessel:
---	---
(a)	is registered in the name of the Owners as legal owner with the Flag State free from encumbrance;
---	---
(b)	is unconditionally delivered by the Charterers (in their capacity as sellers) to the Owners (in their capacity as buyers) pursuant to the terms of the MOA, where such documents shall include without<br> limitation:
---	---
(i)	the original (if required by the Flag State) or a copy of the notarized and legalized (if required by the Flag State) copies of the bill of sale duly executed by the Charterers (and where executed by an<br> attorney of the Charterers, together with such original or a copy of the notarized and legalised copies (if required by the Flag State) of the Charterers' power of attorney); and
---	---
(ii)	the original (if required by the Flag State) or a copy of the protocol of delivery and acceptance duly executed by the Charterers and the Owners; and
---	---
(c)	has been or will be delivered to the Initial Sub-charterer in accordance with the Initial Sub-charter.
---	---
3.2	Documentary evidence that this Charter is or will be recorded as a financing charter in accordance with the laws and regulations of the Flag State (including, without limitation, a side letter to be entered<br> into between the Owners and the Charterers as required by the competent authorities of the Flag State).
---	---
94
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

4	Legal opinions
4.1	A signed legal opinion of Watson Farley & Williams, legal advisers to the Owners on such matters on the laws of England as may be satisfactory to the Owners.
---	---
4.2	Signed legal opinions by lawyers appointed by the Owners on such matters on the laws of the Marshall Islands and Greece and any other jurisdictions as may be satisfactory to the Owners.
---	---
5	Deed of Release
---	---

A copy of the duly executed Deed of Release.

6	Others

The Owners being satisfied that all conditions precedent or documents or evidence specified in Schedule 1 to the MOA have been satisfied or provided in form and substance satisfactory to the Owners.

95
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

PART C

The following are the documents referred to in Clause 34.8:

1	Security Interests

Not later than five (5) Business Days after the Commencement Date, documentary evidence that the Security Interests intended to be created by each of the Security Documents have been duly perfected under applicable law (as applicable).

2	Legal opinions

Not later than three (3) Business Days after the Commencement Date, issued signed copies of the legal opinions referred to in paragraph 4 of Part B of Schedule 2 of this Charter.

3	Insurances
3.1	Not later than five (5) Business Days after the Commencement Date, receipt of copies of the executed letters of undertaking and certificates of entry (as the case may be) relating to insurances as set out in<br> Clause 39 – (Insurance) acknowledged by the relevant insurer, insurance broker, protection and indemnity association or war risks association (as the case may be), each in the agreed form under<br> paragraph 5.2 of Part A of Schedule 2 of this Charter.
---	---
3.2	Not later than ten (10) Business Days after the Commencement Date, the signed insurance report in the form agreed under paragraph 5 of Part A of Schedule 2 of this Charter.
---	---
96
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

SCHEDULE 3

THE VESSELS, THE PARTIES AND THE CHARTERS

The Vessels	The Owners	The Charterers	The Charters
m.v. Eco Malibu with IMO number 9902823<br><br> <br>(“Vessel A”)	Lustre 6 Holding Limited, a corporation with registration number C-128841 and incorporated under the law of the Republic of<br> Liberia with having its registered address at 80 Broad Street, Monrovia, Liberia<br><br> <br>(“Owner A”)	ATHENEAN EMPIRE INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 104090<br> whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>(“Charterer A”)	Bareboat charter entered or to be entered into between Owner A and Charterer A in respect of Vessel A, as amended and/or supplemented from time to time<br><br> <br>(“Charter A”)
m.v. Eco Oceano CA with IMO number 9794020<br><br> <br>(“Vessel B”)	Lustre 3 Holding Limited, a corporation with registration number C-128838 and incorporated under the law of the Republic of<br> Liberia with having its registered address at 80 Broad Street, Monrovia, Liberia<br><br> <br>(“Owner B”)	ECO OCEANO CA INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 107152 whose<br> registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>(“Charterer B”)	Bareboat charter entered or to be entered into between Owner B and Charterer B in respect of Vessel B, as amended and/or supplemented from time to time<br><br> <br>(“Charter B”)
m.v. Eco West Coast with IMO number 9902811<br><br> <br>(“Vessel C”)	Lustre 4 Holding Limited, a corporation with registration number C-128839 and incorporated under the law of the Republic of<br> Liberia with having its registered address at 80 Broad Street, Monrovia, Liberia<br><br> <br>(“Owner C”)	ROMAN EMPIRE INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 104089 whose<br> registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>(“Charterer C”)	Bareboat charter entered or to be entered into between Owner C and Charterer C in respect of Vessel C, as amended and/or supplemented from time to time<br><br> <br>(“Charter C”)
97
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

m.v. Julius Caesar with IMO number 9912244<br><br> <br>(“Vessel D”)	Lustre 1 Holding Limited, a corporation with registration number C-128836 and incorporated under the law of the Republic of<br> Liberia with having its registered address at 80 Broad Street, Monrovia, Liberia<br><br> <br>(“Owner D”)	JULIUS CAESAR INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 104940 whose<br> registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>(“Charterer D”)	Bareboat charter entered or to be entered into between Owner D and Charterer D in respect of Vessel D, as amended and/or supplemented from time to time<br><br> <br>(“Charter D”)
m.v. Legio X Equestris with IMO number 9912256<br><br> <br>(“Vessel E”)	Lustre 2 Holding Limited, a corporation with registration number C-128837 and incorporated under the law of the Republic of<br> Liberia with having its registered address at 80 Broad Street, Monrovia, Liberia<br><br> <br>(“Owner E”)	LEGIO X INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 107059 whose<br> registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>(“Charterer E”)	Bareboat charter entered or to be entered into between Owner E and Charterer E in respect of Vessel E, as amended and/or supplemented from time to time<br><br> <br>(“Charter E”)
m.v. Eco Marina Del Rey with IMO number 9798349<br><br> <br>(“Vessel F”)	Lustre 5 Holding Limited, a corporation with registration number C-128840 and incorporated under the law of the Republic of<br> Liberia with having its registered address at 80 Broad Street, Monrovia, Liberia<br><br> <br>(“Owner F”)	PCH DREAMING INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 94703 whose<br> registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>(“Charterer F”)	Bareboat charter entered or to be entered into between Owner F and Charterer F in respect of Vessel F, as amended and/or supplemented from time to time<br><br> <br>(“Charter F”)
98
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

SCHEDULE 4

FORM OF ATTESTATION TO BE ISSUED BY CHARTERERS

To:	[Owners]
From:	[Charterers]
Dated: [●]
---

[Charterers] – Bareboat Charter dated [●] (the "Charter")

Capitalised terms used in this attestation shall have the meanings set out in the Charter.

With respect to [●] [describe cargo] [scheduled to be] loaded at [●] [insert port or details of ship-to-ship transfer] on [●] [insert date] (the “Voyage”):

(a)	We confirm that we were, and the operation of the Vessel and, to the best of our knowledge, each sub-charterer and any other relevant third party was, in compliance with the Russian Oil Price Cap Measures.
(b)	We attest that, with respect to the Voyage:
---	---
(i)	we have received and retained price information demonstrating that the Russian Oil Products were purchased at or below the relevant price cap; or
---	---
(ii)	where not practicable to request and receive such information, we have obtained a signed attestation from our sub-charterer or other relevant counterparty that the Russian Oil Products were purchased at or<br> below the relevant price cap; or
---	---
(iii)	we have received a signed attestation from our sub-charterer or other relevant counterparty that the purchase of Russian Oil Products was done pursuant to a license or a derogation.
---	---
99
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

EXECUTION PAGE

OWNERS
SIGNED by	)
duly authorized attorney-in-fact	)
for and on behalf of	)
LUSTRE 6 HOLDING LIMITED	)
in the presence of:	)
Witness' signature:
Witness' name:
Witness' address:
CHARTERERS
SIGNED by	)
duly authorized attorney-in-fact	)
for and on behalf of	)
ATHENEAN EMPIRE INC.	)
in the presence of:	)
Witness' signature:
Witness' name:
Witness' address:
100
---
Huarong Top Ships II
BBC Additional Clauses
“Eco Malibu”
SINGAPORE/91903151v1

Exhibit 4.9

EXECUTION VERSION

Dated _________________________ 2025

RUBICO INC.

as Guarantor

and

LUSTRE 6 HOLDING LIMITED

as Owner

GUARANTEE

relating to

    a bareboat charter of the vessel m.v. ECO MALIBU

    dated \_\_\_\_\_\_\_\_\_\_\_\_ 2025

Index

Clause	Page
1	Interpretation	1
---	---	---
2	Guarantee	2
3	Liability as Principal and Independent Debtor	3
4	Expenses	3
5	Adjustment of Transactions	4
6	Payments	4
7	Interest	4
8	Subordination	5
9	Enforcement	5
10	Representations and Warranties	6
11	Undertakings	9
12	Judgments and Currency Indemnity	15
13	Supplemental	16
14	Assignment	18
15	Notices	18
16	Invalidity of Bareboat Charter	19
17	Incorporation of Bareboat Charter Provisions	19
18	Governing Law and Enforcement	20

Schedules

Schedule 1 Form of Compliance Certificate	22
Execution Page	23

Huarong Top Ships II - Guarantee

m.v. Eco Malibu

SINGAPORE/91894221v1

THIS GUARANTEE is made on ______________________ 2025

PARTIES

(1)	RUBICO INC., a corporation incorporated under the laws of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake<br> Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (the "Guarantor")
(2)	LUSTRE 6 HOLDING LIMITED, a corporation incorporated under the laws of the Republic of Liberia whose registered address is at 80 Broad Street, Monrovia, Liberia (the "Owner" which expression includes its successors and assigns)
---	---

BACKGROUND

(A)	By a bareboat charter dated _______________ 2025 (the "Bareboat Charter")<br> and made between (i) the Owner, as owner and (ii) Athenean Empire Inc., a<br> corporation incorporated under the laws of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960, as charterer (the "Charterer"), the Owner has agreed to bareboat charter one (1) suezmax tanker named m.v. "Eco Malibu" and flagged in the Marshall Islands with IMO no. 9902823<br> (the "Vessel") to the Charterer pursuant to the terms and conditions contained therein.
(B)	As at the date of this Guarantee, the Guarantor is the shareholder of the Charterer and holds all of the issued and outstanding shares in the Charterer.
---	---
(C)	The execution and delivery to the Owner of this Guarantee is one of the conditions to the chartering of the Vessel under the Bareboat Charter.
---	---
(D)	This Guarantee is one of the Guarantees referred to in the Bareboat Charter.
---	---

OPERATIVE PROVISIONS

1	INTERPRETATION
1.1	Defined expressions
---	---

Words and expressions defined in the Bareboat Charter shall have the same meanings when used in this Guarantee unless the context otherwise requires.

1.2	Construction of certain terms

In this Guarantee:

"bankruptcy" includes a liquidation, receivership or administration and any form of suspension of payments, arrangement with creditors or reorganisation under any corporate or insolvency law of any country.

"Compliance Certificate" means a certificate in the form set out in Schedule 1 or in any other form approved by the Owner.

"control" over a particular company means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

1
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

(a)	cast, or control the casting of, more than 51 per cent, of the maximum number of votes that might be cast at a general meeting of such company;
(b)	appoint or remove all, or the majority, of the directors or other equivalent officers of such company; or
---	---
(c)	give directions with respect to the operating and financial policies of such company with which the directors or other equivalent officers of such company are obliged to comply.
---	---

"Group" means the Guarantor and its subsidiaries from time to time.

"Party" means a party to this Guarantee.

"Relevant Person" means each "Relevant Person" as defined in the Bareboat Charter.

"Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Charterer to the Owner under or in connection with any Leasing Documents or any judgment or arbitral award relating to any Leasing Documents and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country.

"Security Period" means the period commencing on the date hereof and ending on the date on which the Owner is satisfied that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

2	GUARANTEE
2.1	Guarantee and indemnity
---	---

The Guarantor unconditionally and irrevocably:

(a)	guarantees the due payment of all amounts payable by each other Relevant Person under or in connection to each Leasing Document to which such Relevant Person is a party;
(b)	undertakes to pay to the Owner on the Owner's demand any such amount which is not paid by that Relevant Person when due and payable under or in connection to that Leasing Document;
---	---
(c)	guarantees the punctual performance by that Relevant Person of all that Relevant Person's obligations under or in connection with that Leasing Document; and
---	---
(d)	fully indemnifies the Owner on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Owner as a result of or in connection with any obligation<br> or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Owner would otherwise have been entitled to recover.
---	---
2.2	No limit on number of demands
---	---

The Owner may serve more than one demand under Clause 2.1 (Guarantee and indemnity).

2
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

2.3	Guarantee of whole amount

This Guarantee shall be construed and take effect as a guarantee of all amounts due to the Owner under the Leasing Documents to which each other Relevant Person is a party.

3	LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR
3.1	Principal and independent debtor
---	---

The Guarantor shall be liable under this Guarantee as a principal and independent debtor and accordingly it shall not have, as regards this Guarantee, any of the rights or defences of a surety.

3.2	Waiver of rights and defences

Without limiting the generality of Clause 3.1 (Principal and independent debtor), the Guarantor shall neither be discharged by, nor have any claim against the Owner in respect of:

(a)	any amendment or supplement being made to the Bareboat Charter or any other Leasing Document;
(b)	any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, the Bareboat Charter or any other Leasing Document;
---	---
(c)	any release or loss (even though negligent) of any right or Security Interest created by any Leasing Document;
---	---
(d)	any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security<br> Interest; or
---	---
(e)	the Bareboat Charter or any other Leasing Document now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including a neglect to register it.
---	---
4	EXPENSES
---	---
4.1	Costs of preservation of rights, enforcement etc
---	---

The Guarantor shall pay to the Owner on its demand the amount of all documented expenses (including, without limitation, legal fees) incurred by the Owner in connection with the enforcement of, or the preservation of any rights under this Guarantee or any other Leasing Document, including any advice, claim or proceedings relating to such matters.

4.2	Fees and expenses payable under Leasing Documents

Clause 4.1 (Costs of preservation of rights, enforcement etc) is without prejudice to the Guarantor's liabilities in respect of any other Relevant Person's obligations under any Leasing Document to which it is a party.

3
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

5	ADJUSTMENT OF TRANSACTIONS
5.1	Reinstatement of obligation to pay
---	---

The Guarantor shall pay to the Owner on its demand any amount which the Owner is required, or agrees, to pay pursuant to any claim by, or settlement with, a trustee in bankruptcy of any other Relevant Person on the ground that any Leasing Document to which that Relevant Person is a party, or a payment by that Relevant Person, was invalid or unenforceable or on any similar ground.

6	PAYMENTS
6.1	Method of payments
---	---

Any amount due under this Guarantee shall be paid:

(a)	in immediately available funds;
(b)	to such account as the Owner may from time to time notify to the Guarantor;
---	---
(c)	without any form of set-off, cross-claim or condition; and
---	---
(d)	free and clear of any tax deduction or withholding for or on account of any tax payable under any law of relevant jurisdictions except a tax deduction which the Guarantor is required by law to make.
---	---
6.2	Grossing-up for taxes
---	---

If the Guarantor is required by law to make a tax deduction, the amount due to the Owner shall be increased by the amount necessary to ensure that the Owner receives and retains a net amount which, after the tax deduction, is equal to the full amount that it would otherwise have received.

6.3	Indemnity and evidence of payment of taxes

The Guarantor shall fully indemnify the Owner on the Owner's demand in respect of all claims, expenses, liabilities and losses incurred by the Owner by reason of any failure of the Guarantor to make any tax deduction or by reason of any increased payment not being made on the due date for such payment in accordance with Clause 6.2 (Grossing-up taxes). Within 30 days after making a tax deduction, that Guarantor shall deliver to the Owner any receipts, certificates or other documentary evidence satisfactory to the Owner that the tax had been paid to the appropriate taxation authority.

7	INTEREST
7.1	Accrual of interest
---	---

Any amount due under this Guarantee shall carry interest after the date on which the Owner demands payment of it until it is actually paid, unless interest on that same amount also accrues under the Bareboat Charter.

4
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

7.2	Calculation of interest

Interest under this Guarantee shall be calculated and accrue (as well after as before judgment) at the rate described in clauses 37.5 and 37.6 of the Bareboat Charter and otherwise in accordance with the terms thereof.

8	SUBORDINATION
8.1	Subordination of rights of Guarantor
---	---

All rights which the Guarantor at any time has (whether in respect of this Guarantee or any other transaction) against each other Relevant Person or its assets shall be fully subordinated to the rights of the Owner under the Leasing Documents (or any of them), and in particular, the Guarantor shall not:

(a)	claim, or in a bankruptcy of that Relevant Person prove for, any amount payable to the Guarantor by that Relevant Person, whether in respect of this Guarantee or any other transaction;
(b)	take or enforce any Security Interest for any such amount;
---	---
(c)	claim to set-off any such amount against any amount payable by the Guarantor to that Relevant Person; or
---	---
(d)	claim any subrogation or other right in respect of any Leasing Document or any sum received or recovered by the Owner under such Leasing Document.
---	---
9	ENFORCEMENT
---	---
9.1	No requirement to commence proceedings against other Relevant Person
---	---

The Owner will not need to commence any proceedings under, or enforce any Security Interest created by, the Bareboat Charter or any other Leasing Document before claiming or commencing proceedings under this Guarantee.

9.2	Conclusive evidence of certain matters

However, as against the Guarantor:

(a)	any final and unappealable judgment or order of a court in England or any Relevant Jurisdiction or award of an arbitration tribunal in London in connection with the Bareboat Charter or any other Leasing Document;<br> and
(b)	any statement or admission of any other Relevant Person in connection with the Bareboat Charter or any other Leasing Document,
---	---

shall be binding and conclusive as to all matters of fact and law to which it relates.

5
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

10	REPRESENTATIONS AND WARRANTIES
10.1	General
---	---

The Guarantor represents and warrants to the Owner as of the date of this Guarantee, and on each day henceforth until the last day of the Security Period as follows.

10.2	Status
(a)	The Guarantor is duly incorporated and validly existing and in good standing under the laws of the Marshall Islands.
---	---
(b)	The Guarantor is not a FATCA foreign financial institution ("FFI") or a US Tax Obligor.
---	---
10.3	Corporate power
---	---

The Guarantor has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:

(a)	to execute this Guarantee or any other Leasing Document to which it is a party; and
(b)	to make all the payments contemplated by, and to comply with, this Guarantee or any other Leasing Document to which it is a party.
---	---
10.4	Consents in force
---	---

All the capacities, actions and consents referred to in Clause 10.3 (Corporate power) remain in full force and nothing has occurred which makes any of them liable to revocation.

10.5	No conflicts

The execution by the Guarantor of the Leasing Documents to which it is a party and its compliance with this Guarantee will not involve or lead to a contravention of:

(a)	any law or regulation applicable to it; or
(b)	the constitutional documents of the Guarantor; or
---	---
(c)	any contractual or other obligation or restriction which is binding on the Guarantor or any of its assets.
---	---
10.6	Legal, valid and binding obligations
---	---

This Guarantee and the Leasing Document to which it is a party do now or will upon execution and delivery constitute the Guarantor's legal, valid and binding obligations enforceable against it in accordance with its terms and any relevant insolvency laws affecting creditors' rights generally.

10.7	Governing law

The choice of governing law as stated in this Guarantee and the agreement by the Guarantor to refer disputes to the relevant courts or tribunals as stated herein are valid and binding against the Guarantor.

6
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

10.8	Immunity

Neither the Guarantor nor any of its assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement).

10.9	Pari passu ranking

The obligations of the Guarantor under this Guarantee, are the direct, general and unconditional obligations of the Guarantor and rank at least pari passu with all other present and future unsecured and unsubordinated creditors of the Guarantor save for any obligation which is mandatorily preferred by law and not by virtue of any contract.

10.10	Legal or administrative action

No legal or administrative action involving the Guarantor has been commenced or taken which would have required notification to the Owner under Clause 11.8 (Notification of legal or administrative action).

10.11	No insolvency

The Guarantor is not insolvent or in liquidation or administration or subject to any other formal or informal insolvency procedure, and no receiver, administrative receiver, administrator, liquidator, trustee or analogous officer has been appointed in respect of the Guarantor or all or material part of their assets.

10.12	Tax obligor and place of business

The Guarantor is not a US Tax Obligor, and has not established a place of business in the United Kingdom or the United States of America.

10.13	No withholding taxes

All payments which the Guarantor is liable to make under the Leasing Documents to which it is a party may be made without deduction or withholding for or on account of any tax payable under any law of relevant jurisdictions.

10.14	Taxes paid

The Guarantor has paid all taxes applicable to, or imposed on or in relation to it, its business or except for those being contested in good faith with adequate reserves.

10.15	No default

No Termination Event has occurred nor is continuing or might reasonably be expected to result from the entry into and performance of this Guarantee or any other Leasing Document.

10.16	Information

Any factual information provided by the Guarantor (or on its behalf) to the Owner was true and accurate in all material respects as at the date it was provided or as the date at which such information was stated; all accounts (audited and unaudited) delivered under Clause 11.3 (Provision of financial statements) satisfied the requirements of Clause 11.4 (Form of financial statements); and there has been no Material Adverse Effect on the Guarantor from its position disclosed in the latest of those accounts.

7
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

10.17	No litigation

No legal or administrative action involving the Guarantor has been commenced or taken or, to the Guarantor's knowledge, is likely to be commenced or taken which, in either case, would be likely to have a Material Adverse Effect on the Guarantor.

10.18	Sanctions
(a)	No Relevant Person, nor any of their respective directors, officers, or employees, is a Prohibited Person.
---	---
(b)	Each Relevant Person, and their respective directors, officers, and employees is in compliance with all Sanctions laws, and none of them have been or are currently being investigated on compliance with Sanctions,<br> they have not received notice or are aware of any claim, action, suit or proceeding against any of them with respect to Sanctions and they have not taken any action to evade the application of Sanctions.
---	---
(c)	No Relevant Person is in breach of any Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws and, to the extent required by applicable law, has instituted and maintained systems,<br> controls, policies and procedures designed to:
---	---
(i)	prevent and detect incidences of bribery and corruption, money laundering and terrorism financing; and
---	---
(ii)	promote and achieve compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws including, but not limited to, ensuring thorough and accurate books and records, and<br> utilization of best efforts to ensure that Affiliates acting on behalf of a Relevant Person shall act in compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws.
---	---
10.19	Environmental Laws
---	---

All Environmental Laws relating to the ownership, operation and management of the Vessel and the business of each Relevant Person (as now conducted and as reasonably anticipated to be conducted in the future) have been complied with.

10.20	Environmental Claim

No Environmental Claim has been made against any Relevant Person or otherwise in connection with the Vessel which is either (i) in excess of US$5,000,000 or (ii) has or is reasonably likely to have a Material Adverse Effect.

10.21	Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred which has or is reasonably likely to have a Material Adverse Effect.

8
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

10.22	Ownership of the Charterer

The Charterer is legally and beneficially and indirectly wholly owned and controlled by the Guarantor.

10.23	Status of the Guarantor
(a)	Save for as permitted under the Bareboat Charter, the shares of the Guarantor are traded on the New York Stock Exchange or NASDAQ or Over the Counter (OTC); and
---	---
(b)	the Guarantor is an entity reporting with the U.S. Securities and Exchange Commission.
---	---
11	UNDERTAKINGS
---	---
11.1	General
---	---

The Guarantor undertakes with the Owner to comply with the following provisions of this Clause 11 (Undertakings) at all times during the Security Period, except as the Owner may otherwise permit (and to the extent that the Guarantor is required to procure or ensure compliance with any undertaking under this Clause 11 (Undertakings) by Guarantor A and/or any Other Charterer which is directly owned by Guarantor A, the Guarantor is only required to use its best endeavours to procure or ensure such compliance).

11.2	Information provided to be accurate

All financial and other information which is provided by or on behalf of the Guarantor under or in connection with the Leasing Documents will be true and not misleading and will not omit any material fact or consideration.

11.3	Provision of financial statements

The Guarantor will send to the Owner:

(a)	as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of the Charterers, the audited annual financial statement accounts of the Charterers for that<br> financial year as referred to in the Guarantor's audited consolidated annual financial statement accounts of the Guarantor for that financial year to be delivered under paragraph (c);
(b)	as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the unaudited semi-annual accounts of the Charterers for that half-year (as referred to in the Guarantor's audited<br> consolidated financial statement accounts);
---	---
(c)	as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of the Guarantor, the audited consolidated annual financial statement accounts of the Guarantor<br> for that financial year; and
---	---
(d)	as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the semi-annual consolidated unaudited accounts of the Guarantor for that half-year certified as to their<br> correctness by at least one officer of the Guarantor.
---	---
9
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

11.4	Form of financial statements

All accounts (audited and unaudited) delivered under Clause 11.3 (Provision of financial statements) will:

(a)	be prepared in accordance with all applicable laws and generally accepted accounting principles in the United States consistently applied;
(b)	give a true and fair view of (in respect of the audited accounts) or fairly representing (in the case of the management accounts) the state of affairs of the Group at the date of those accounts and of their profit<br> for the period to which those accounts relate;
---	---
(c)	fully disclose or provide for all significant liabilities of the Group; and
---	---
(d)	If not in the English language, be accompanied by an English translation duly certified as to its correctness.
---	---
11.5	Shareholder and creditor notices
---	---

The Guarantor will send the Owner, upon its request, copies of all communications which are despatched to the Guarantor's shareholders or creditors or any class of them.

11.6	Consents

The Guarantor will obtain and promptly renew and will procure that each other Relevant Person obtains and promptly renews or procure the obtainment or renewal of and provide copies of, from time to time, any necessary consents, approvals, authorisations, licenses or permits of any regulatory body or authority for the transactions contemplated under each Leasing Document to which it is a party.

11.7	Valid obligations

The Guarantor will at its own cost, and will procure that each other Relevant Person will:

(a)	do all that such Relevant Person reasonably can to ensure that any Leasing Document to which such Relevant Person is a party validly creates the obligations and the Security Interests which such Relevant Person<br> purports to create; and
(b)	without limiting the generality of paragraph (a), promptly register, file, record or enrol any Leasing Document to which such Relevant Person is a party with any court or authority in all Relevant Jurisdictions,<br> pay any stamp duty, registration or similar tax in all Relevant Jurisdictions in respect of any Leasing Document to which such Relevant Person is a party, give any notice or take any other step which, is or has become necessary or desirable<br> for any such Leasing Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which such Relevant Person creates.
---	---
11.8	Notification of legal or administrative action
---	---

The Guarantor will provide or will procure that each other Relevant Person provides the Owner with details of any legal or administrative action involving such Relevant Person or the Vessel that is likely to have a Material Adverse Effect as soon as such action is instituted or it becomes apparent is likely to be instituted and is likely to have a Material Adverse Effect.

10
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

11.9	Notification of damage or default

The Guarantor:

(a)	will, and will procure that each other Relevant Person will, notify the Owner immediately of the occurrence of any damage and/or alteration caused to the Vessel by any reason whatsoever which results, or may be<br> expected to result, in repairs on the Vessel which exceed US$5,000,000; and
(b)	will, and will procure that each other Relevant Person will, notify the Owner immediately of the occurrence of any Termination Event,
---	---

and will keep the Owner fully up-to-date with all developments and the Guarantor will, if so requested by the Owner, provide any such certificate signed by its authorised signatory, confirming that there exists no Termination Event.

11.10	Additional information

The Guarantor will, and will procure that each other Relevant Person will, as soon as practicable after receiving the request, provide the Owner with any additional financial or other information relating:

(a)	to themselves and/or the Vessel (including, but not limited to the condition, location and employment status of the Vessel); or
(b)	to any other matter relevant to, or to any provision of any Leasing Document to which it is a party,
---	---

which may be reasonably requested by the Owner (or their financiers (if any)) at any time, provided that, in the case of information on the employment status of the Vessel, such information shall be in form and substance satisfactory to the Owner and shall be provided by the Charterers to the Owner at least once every six-monthly period during each calendar year.

11.11	Compliance with operational laws

The Guarantor shall procure compliance, and will procure that each other Relevant Person will comply or procure compliance, with all laws or regulations relating to the Vessel and its construction, ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code, all Environmental Laws and the laws of the Vessel's registry.

11.12	Compliance with other laws
(a)	The Guarantor shall comply, and shall procure that each other Relevant Person will, comply with all applicable laws and regulations in respect of Sanctions, and in particular, the Charterers shall effect and<br> maintain a sanctions compliance policy to ensure compliance with all such laws and regulations implemented from time to time.
---	---
(b)	The Guarantor:
---	---
(i)	shall, and shall procure that each other Relevant Person will, promptly notify the Owner of any non-compliance by any Relevant Person or their respective officers, directors, or employees with all laws and<br> regulations relating to Sanctions, (including but not limited to notifying the Owner in writing immediately upon being aware that any Relevant Person or their respective shareholders, directors, officers or employees is a Prohibited Person<br> or has otherwise become a target of Sanctions) as well as provide all information in relation to its business and operations which may be relevant for the purposes of ascertaining whether any of the aforesaid parties are in compliance with<br> such laws.
---	---
11
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

(ii)	shall, and will procure that each other Relevant Person will, promptly notify the Owner of any non-compliance by any Relevant Person or their respective officers, directors, or employees with all laws and<br> regulations relating to Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws as well as provide all information (once available) in relation to its business and operations which may be relevant for the<br> purposes of ascertaining whether any of the aforesaid parties are in compliance with such laws.
(c)	The Guarantor shall procure that the Vessel shall not be employed, operated or managed in any manner which (i) is contrary to any Sanctions and in particular, the Vessel is not used by<br> or to benefit any party which is a target of Sanctions or trade to any area or country where trading the Vessel to such area or country would constitute a breach of any Sanctions or published boycotts imposed by any of the United Nations,<br> the European Union, the United States of America, the United Kingdom or the People's Republic of China (provided that operation or use of the Vessel by the Initial Sub-charterer pursuant to the Initial Sub-charter shall not in any case be<br> deemed to be in breach or contrary to any published boycotts or sanctions imposed by the People's Republic of China) or (ii) would trigger the operation of any sanctions limitation or exclusion clause in any insurance documentation.
---	---
(d)	The Guarantor shall, and shall procure that each other Relevant Person and their respective officers, directors and employees, will:
---	---
(i)	conduct its business in compliance with all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;
---	---
(ii)	maintain systems, controls, policies and procedures designed to promote and achieve ongoing compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws; and
---	---
(iii)	in respect of the Charterers, not use, or permit or authorize any person to directly or indirectly use, the Financing Amount for any purpose that would breach any Anti-Money Laundering Laws, Anti-Terrorism<br> Financing Laws and/or Business Ethics Laws;
---	---
(iv)	not lend, invest, contribute or otherwise make available the Financing Amount to or for any other person in a manner which would result in a violation of Anti-Money Laundering Laws, Anti-Terrorism Financing Laws<br> and/or Business Ethics Laws.
---	---
11.13	No Security Interests
---	---

The Guarantor shall not, and shall procure that each other Relevant Person will not create, assume or permit to exist any Security Interest (other than any Permitted Security Interest) of any kind upon any Leasing Document to which such Relevant Person is a party, and if applicable, the Vessel.

12
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

11.14	Financial covenants
(a)	The Guarantor shall ensure that, at any time during the Security Period, the Guarantor's Leverage Ratio shall not be more than eighty five per cent (85%).
---	---
(b)	The Guarantor shall ensure that all time during the Security Period the Liquid Funds shall not be less than US$500,000.
---	---

In this Guarantee:

"Leverage Ratio" means, at any date, the ratio (expressed as a percentage) of:

(a)	the Total Net Debt; and
(b)	the aggregate Market Value of all Fleet Vessels adjusted, in each case, to reflect the percentage of ownership by the Guarantor of each such Fleet Vessel.
---	---

"Liquid Funds" means, at any time, cash at bank and credited to an account in the name of any member of the Group and to which the Guarantor is solely (or together with other members of the Group) beneficially entitled and for so long as such cash has not been blocked due to the existence and/or enforcement of any Security Interest held by any bank or any other third party or otherwise unless such cash is held in such account charged, as the case may be, by way of a floating charge for the purposes of meeting minimum liquidity requirements in the context of any financing arrangement of any member of the Group.

"Market Value" means, in relation to any Fleet Vessel,

(a)	prior to the occurrence of a Termination Event which is continuing, a valuation prepared:
(i)	in Dollars;
---	---
(ii)	on a date no earlier than fifteen (15) days prior to the relevant date of valuation;
---	---
(iii)	with or without physical inspection of that Vessel; and
---	---
(iv)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment,
---	---

and such valuation shall be prepared by an Approved Valuer nominated by the Charterer.

(b)	upon the occurrence of a Termination Event which is continuing,
(i)	subject to sub-paragraph (ii) below, the arithmetic mean of the valuations shown by two (2) valuation reports prepared:
---	---
(A)	in Dollars;
---	---
(B)	on a date no earlier than fifteen (15) days prior to the relevant date of valuation;
---	---
13
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

(C)	with or without physical inspection of that Vessel;
(D)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment,
---	---

and such valuation shall be prepared by Approved Valuers nominated by the Owner.

(ii)	if there is a discrepancy of five per cent. (5%) or more between the market valuations shown on the two valuation reports obtained pursuant to the above paragraph (using the lower valuation figure as the<br> denominator), the arithmetic mean of the valuations shown by three (3) valuation reports each prepared on the same terms and conditions as set out under paragraph (b) above.

"Total Net Debt" means, at any date, the aggregate Financial Indebtedness of the Group as per US GAAP as at such date, adjusted to include a percentage of the Financial Indebtedness of any joint venture with a minimum holding of 50 per cent by any member of the Group which is equal to the percentage of the Guarantor's ownership in such joint venture, minus the aggregate amount of all cash balances standing on such date to the credit of a bank account of any member of the Group, adjusted to include a percentage of the cash balances of any entity holding any Fleet Vessel (other than the 100% Owned Vessels) which is equal to the percentage of the Guarantor's and/or such member's ownership in that entity, but excluding any cash held by any bank or any other third party or otherwise which is subject to the existence and/or enforcement of any Security Interest unless such cash is held in such account charged, as the case may be, by way of a floating charge for the purposes of meeting minimum liquidity requirements in the context of any financing arrangement of any member of the Group.

"US GAAP" means the generally accepted accounting principles in the United States.

11.15	Compliance Certificate

The Guarantor shall supply to the Owner, together with each set of financial statements delivered pursuant to Clause 11.3 (Provision of financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 11.14 (Financial Covenants); and each Compliance Certificate shall be signed by the Co-Chief Financial Officer of the Guarantor.

11.16	Negative Pledge

The Guarantor shall:

(a)	procure that the Charterers will not create or permit to arise any Security Interest over any of its assets present or future except for the Permitted Security Interests; and
(b)	procure that its liabilities under this Guarantee will rank at least pari passu with all its other present and future unsecured liabilities, except for liabilities which are mandatorily preferred by law.
---	---
14
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

11.17	No disposal of assets, change of business

The Guarantor will not, and shall (at all times) procure that no other Relevant Person shall:

(a)	transfer, lease or otherwise dispose of all or a substantial part of their respective assets (or any of their assets, in the case of the Charterer), whether by one transaction or a number of transactions, whether<br> related or not except in the usual course of their respective trading operations; or
(b)	make any substantial change (or any change, in the case of the Charterer) to the nature of their respective business or corporate structure from that existing as at the date of this Guarantee.
---	---
11.18	No merger etc
---	---

The Guarantor shall not enter into any form of merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control unless the Guarantor remains as the surviving entity after such merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control and Clause 11.14 (Financial Covenants) has been complied with.

11.19	FATCA

The Guarantor shall not, and shall procure that no Relevant Person will become a FATCA FFI or US Tax Obligor.

11.20	No payment of dividend

The Guarantor shall not declare, make or pay any dividend or other distribution (or interest on any unpaid dividend or other distribution) on or in respect of its issued shares (whether in cash or in kind) upon the occurrence of a Termination Event which is continuing in clause 49 (Termination Events) of the Bareboat Charter.

12	JUDGMENTS AND CURRENCY INDEMNITY
12.1	Judgments relating to Bareboat Charter and other Leasing Documents
---	---

This Guarantee shall cover any amount payable by any other Relevant Person under or in connection with any judgment or award relating to the Bareboat Charter and any other Leasing Document.

12.2	Currency indemnity

If any sum due from the Guarantor to the Owner under this Guarantee or under any order, judgment or award relating to this Guarantee has to be converted from the currency in which this Guarantee provided for the sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of:

(a)	making or lodging any claim or proof against the Guarantor, whether in its liquidation, any arrangement involving it or otherwise; or
(b)	obtaining an order, judgment or award from any court or other tribunal; or
---	---
(c)	enforcing any such order, judgment or award;
---	---
15
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

the Guarantor shall indemnify the Owner against the loss arising when the amount of the payment actually received by the Owner is converted at the available rate of exchange into the Contractual Currency.

In this Clause 12.2 (Currency indemnity), the "available rate of exchange" means the rate at which the Owners are able at the opening of business (Beijing time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.

13	SUPPLEMENTAL
13.1	Continuing guarantee
---	---

This Guarantee shall remain in force as a continuing security interest at all times during the Security Period.

13.2	Rights cumulative, non-exclusive

The Owner's rights under and in connection with this Guarantee are cumulative, may be exercised as often as appears expedient and shall not be taken to exclude or limit any right or remedy conferred by law.

13.3	No impairment of rights under Guarantee

If the Owner omits to exercise, delays in exercising or invalidly exercises any of its rights under this Guarantee, that shall not impair that or any other right of the Owner under this Guarantee.

13.4	Severability of provisions

If any provision of this Guarantee is or subsequently becomes void, illegal, unenforceable or otherwise invalid, that shall not affect the validity, legality or enforceability of its other provisions.

13.5	Guarantee not affected by other Security Interests

This Guarantee shall not impair, nor be impaired by, any other guarantee or any right of set-off or netting or to combine accounts which the Owner may now or later hold in connection with the Bareboat Charter or any other Leasing Document.

13.6	Guarantor bound by Bareboat Charter and other Leasing Documents

The Guarantor agrees with the Owner to be bound by all provisions of the Bareboat Charter and any other Leasing Document in the same way as if those provisions had been set out (with any necessary modifications) in this Guarantee.

13.7	Applicability of provisions of Guarantee to other rights

Clauses 3 (Liability as principal and independent debtor) and 16 (Invalidity of Bareboat Charter) shall also apply to any right of set-off or netting or to combine accounts which the Guarantor creates by an agreement entered into at the time of this Guarantee or at any later time (notwithstanding that the agreement does not include provisions similar to Clauses 3 (Liability as principal and independent debtor) and 16 (Invalidity of Bareboat Charter)), being an agreement referring to this Guarantee.

16
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

13.8	Third party rights

Other than the Other Owners, a person who is not a party to this Guarantee has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Guarantee.

13.9	Counterpart

This Guarantee may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Guarantee.

13.10	FATCA Information
(a)	Subject to paragraph (c) below, each Party shall, on the date of the Bareboat Charter, and thereafter within ten (10) Business Days of a reasonable request by the other Party:
---	---
(i)	confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and
---	---
(ii)	supply to the requesting party (with a copy to all other relevant parties) such other form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any other<br> documentation and other information relating to its status under FATCA (including its applicable "pass thru percentage" or other information required under FATCA or other official guidance including intergovernmental agreements) as the<br> requesting party reasonably requests for the purpose of the requesting party's compliance with FATCA.
---	---
(b)	If a Party confirms to any other Party that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 showing that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to<br> be a FATCA Exempt Party, or that the said form provided has ceased to be correct or valid, that party shall so notify all other relevant parties or provide the relevant revised form, as applicable, reasonably promptly.
---	---
(c)	Nothing in this Clause shall oblige a Party to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of that party, any fiduciary duty or any duty of<br> confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that nothing in this paragraph shall excuse a Party from providing a true, complete and<br> correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such party<br> for purposes of this paragraph.
---	---
(d)	If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with the provisions of this Charter or the provided information is insufficient under FATCA,<br> then:
---	---
(i)	if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of this Charter and the Leasing Documents as if it is a FATCA Non-Exempt Party;<br> and
---	---
17
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

(ii)	if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of this Charter and the Leasing Documents (and payments made thereunder) as if its applicable<br> passthru percentage is 100%,

until (in each case) such time as the party in question provides sufficient confirmation, forms, documentation or other information to establish the relevant facts.

14	ASSIGNMENT
14.1	Assignment by Owner
---	---

Clause 64 (Assignment and Transfer) of the Bareboat Charter shall apply to this Guarantee as if they were expressly incorporated herein with any necessary modifications including the references to "the Charterers" therein shall be references to "the Guarantor" when applied herein and references to "the Leasing Document" and "this Charter" therein shall be references to "this Guarantee" when applied herein.

14.2	Assignment by Guarantor

The Guarantor may not assign any of its rights or transfer any of its rights or obligations under this Guarantee.

15	NOTICES
15.1	Notices to Guarantor
---	---

Any notice or demand to the Guarantor under or in connection with this Guarantee shall be given by letter or email at:

RUBICO INC.

20, Iouliou Kaisara Str., 19002 Paiania, Athens-Greece

Attention: Nikolaos Papastratis

Email: npapastratis@rubicoinc.com

Tel: +30 210 8128126

or to such other address or email address which the Guarantor may notify to the Owner.

15.2	Validity of demands

A demand under this Guarantee shall be valid notwithstanding that it is served:

(a)	on the date on which the amount to which it relates is payable by the Relevant Person under the Leasing Document to which it is a party;
(b)	at the same time as the service of a notice under clause 44 (Notice) of the Bareboat Charter;
---	---

and a demand under this Guarantee shall (i) be in writing; (ii) be signed by a duly authorised officer of the Owner and delivered to the Guarantor pursuant to the provisions under this Guarantee; (iii) make reference to this Guarantee; (iv) specifically identify the Charterer or any other Relevant Person and the guaranteed obligations to be paid and/or performed (as the case may be); and (v) set forth payment instructions in respect of any amount or amounts payable to the Owner.

18
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

15.3	Notices to Owner

Any notice to the Owner under or in connection with this Guarantee shall be sent to the same address and in the same manner as notices to the Owner under clause 44 (Notice) of the Bareboat Charter.

16	INVALIDITY OF BAREBOAT CHARTER
16.1	Invalidity of Bareboat Charter or other Leasing Documents
---	---

In the event of:

(a)	the Bareboat Charter or any other Leasing Document now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever, whether of<br> a similar kind or not; or
(b)	without limiting the scope of paragraph (a), a bankruptcy of the Relevant Person party thereto, the introduction of any law or any other matter resulting in that Relevant Person being discharged from liability<br> under the Bareboat Charter or other Leasing Document, or the Bareboat Charter or other Leasing Document ceasing to operate (for example, by interest ceasing to accrue);
---	---

this Guarantee shall cover any amount which would have been or become payable under or in connection with the Bareboat Charter or other Leasing Document if the Bareboat Charter or other Leasing Document had been and remained entirely valid, legal and enforceable, or that Party had not suffered bankruptcy, or any combination of such events or circumstances, as the case may be, and the Charterer had remained fully liable under it for liabilities whether invalidly incurred or validly incurred but subsequently retrospectively invalidated; and references in this Guarantee to amounts payable by that Party under or in connection with the Bareboat Charter or other Leasing Document shall include references to any amount which would have so been or become payable as aforesaid.

17	INCORPORATION OF BAREBOAT CHARTER PROVISIONS
17.1	The following provisions of the Bareboat Charter apply to this Guarantee as if they were expressly incorporated therein with any necessary modifications:
---	---

clause 43 (No waiver of rights);

clause 55 (no set-off or tax deduction);

clause 57 (confidentiality); and

clause 59 (partial invalidity).

19
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

17.2	Clause 17 (Incorporation of Bareboat Charter provisions) is without prejudice to the application to this Guarantee of any provision of the Bareboat Charter which, by its<br> terms, applies or relates to this Guarantee.
18	GOVERNING LAW AND ENFORCEMENT
---	---
18.1	Governing law
---	---

This Guarantee and any non-contractual obligations arising out of or in connection with it are governed by English law.

18.2	Arbitration
(a)	Any dispute arising out of or in connection with this Guarantee (including a dispute regarding the existence, validity or termination of this Guarantee or any non-contractual obligation arising out of or in<br> connection with this Guarantee) (a "Dispute") shall be referred to and finally resolved by arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or<br> re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause 18 (Governing law and enforcement). The arbitration shall be conducted in accordance with the London<br> Maritime Arbitrators Association ("LMAA") Terms current at the time when the arbitration proceedings are commenced.
---	---
(b)	The reference shall be to three arbitrators, one to be appointed by each Party and the third, by the two so appointed. A party wishing to refer a Dispute to arbitration shall appoint its arbitrator (who shall be<br> either a full member of the LMAA, or a practising barrister of King's Counsel who is also a member of the Commercial Bar Association, or a retired High Court Judge practising as an arbitrator, in each case who carries on business in London)<br> and shall send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless<br> the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the<br> 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<br> shall be binding on both parties as if he or she 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. If the two<br> arbitrators so appointed are unable to agree on the appointment of the third arbitrator within seven (7) days after the appointment of the second arbitrator, they or either of them may by written notice request the President of the LMAA to<br> appoint the third arbitrator within fourteen (14) days of such request.
---	---
(c)	Where the reference is to three arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.
---	---
(d)	The language of the arbitration shall be English.
---	---
(e)	In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims<br> Procedure current at the time when the arbitration proceedings are commenced.
---	---
20
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

IN WITNESS WHEREOF this GUARANTEE has been executed as a DEED and delivered on the date stated at the beginning of this GUARANTEE.

21
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

SCHEDULE 1

    FORM OF COMPLIANCE CERTIFICATE

To:

LUSTRE 6 HOLDING LIMITED

From:

RUBICO INC.

Date: _______________

Guarantee dated _______________ 2025 (the "Guarantee") in respect of a bareboat charter for m.v. "ECO MALIBU"

Dear Sirs

1	We refer to the Guarantee. This is a Compliance Certificate. Terms defined in the Guarantee have the same meaning when used in this Compliance Certificate unless given a difference meaning in this Compliance<br> Certificate.
2	We confirm that, as at the date hereof, no Termination Event has occurred and is continuing which has not been waived or remedied at the date hereof or if that is not the case, specifying the same and the steps,<br> if any, being taken to remedy the same.
---	---
3	We confirm compliance with the financial covenants set out in Clause 11.14 (Financial covenants) for the [6-month period][financial year] ending on [●].
---	---
4	We now certify that, on the basis of the calculations appended to this Certificate, as at [●]:
---	---
(a)	the Leverage Ratio is [●] per cent. ([●]%), which does not exceed 85 per cent 85%); and
---	---
(b)	the Liquid Funds is [●], which is not less than US$500,000.
---	---

Yours faithfully

Signed: ___________________________

Co-Chief Financial Officer of

RUBICO INC.

22
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

EXECUTION PAGE

GUARANTOR

EXECUTED AS A DEED	)
by RUBICO INC.	)
acting by	)
being an attorney-in-fact	)
in the presence of:	)
	)
	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)
OWNER
---	---	---
SIGNED, SEALED AND DELIVERED as a DEED	)
by LUSTRE 6 HOLDING LIMITED	)
acting by	)
being an attorney-in-fact	)
in the presence of:	)	Name:
	)
	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)
23
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco Malibu<br><br> <br>SINGAPORE/91894221v1

Exhibit 4.10

1. Shipbroker	2. Place and date
3. Owners/Place of business<br> (Cl. 1)<br><br> <br><br><br> <br>LUSTRE 4 HOLDING LIMITED, a corporation incorporated under the laws of the Republic of Liberia with registration number C-128839 whose registered office is at 80 Broad Street, Monrovia, Liberia	4. Bareboat Charterers/Place of business (Cl. 1)<br><br> <br><br><br> <br>ROMAN EMPIRE INC., a corporation incorporated under the laws of the Republic of Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960
5. Vessel’s name, call sign and flag (Cl. 1 and 3)<br><br> <br><br><br> <br>Vessel name: m.t. “Eco West Coast”<br><br> <br>**<br><br> <br>Call sign: V7A4460<br><br> <br><br><br> <br>Flag: Republic of Marshall Islands**
6. Type of Vessel<br><br> <br><br><br> <br>suezmax tanker	7. GT/NT<br><br> <br><br><br> <br>81,206 /<br><br> <br><br><br> <br>51,026
8 When/Where built<br><br> <br><br><br> <br>2021<br><br> <br><br><br> <br>Hyundai Heavy Industries Co., Ltd	9. Total DWT (abt.) in metric<br> tons on summer<br><br> <br><br><br> <br>freeboard<br><br> <br><br><br> <br>157,632
10. Classification Society (Cl.<br> 3)<br><br> <br><br><br> <br>ABS	11. Date of last special survey<br> by the Vessel’s classification society<br><br> <br><br><br> <br>N/A
12. Further particulars of Vessel<br> (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3)<br><br> <br><br><br> <br>IMO no. 9902811

13. Port or Place of delivery<br> (Cl. 3)<br><br> <br><br><br> <br>Back to back with MOA delivery	14. Time for delivery (Cl. 4)<br><br> <br><br><br> <br>See Clause 34 (Delivery and Charter of Vessel)	15. Cancelling date (Cl. 5)<br><br> <br><br><br> <br>See definition of “Cancelling Date” and Clause 33 (Cancellation)
16. Port or Place of redelivery<br> (Cl. 15)<br><br> <br><br><br> <br>See Clauses 41.6 (Termination, Redelivery and Total Loss)		17. No. of months’ validity of<br> trading and class certificates upon redelivery (Cl. 15)<br><br> <br><br><br> <br>Six (6) months
18. Running days’ notice if other<br> than stated in Cl. 4<br><br> <br><br><br> <br>N/A		19. Frequency of dry-docking (Cl.<br> 10(g))<br><br> <br><br><br> <br>In accordance with Approved Classification Society or requirements of Flag State
20. Trading limits (Cl. 6)<br><br> <br><br><br> <br>International Navigating Limits and excluding any war listed area declared by the Joint War Committee, see also Clause 46.1(t), 46.1(u) and 46.1(v) (Undertakings)
21. Charter period (Cl. 2)<br><br> <br><br><br> <br>See Clause 32 (Charter Period)		22. Charter hire (Cl. 11)<br><br> <br><br><br> <br>See Clause 36 (Charterhire and Advance Charterhire)
23. New class and other safety<br> requirements (state percentage of Vessel’s insurance value acc. to Box 29)(Cl. 10(a)(ii))<br><br> <br><br><br> <br>N/A
24. Rate of interest payable acc.<br> to Cl. 11 (f) and, if applicable, acc. to PART IV<br><br> <br><br><br> <br>See Clause 37 (Changes to Interest Rate, Default Interest)		25. Currency and method of<br> payment (Cl. 11)<br><br> <br><br><br> <br>Dollars/Bank transfer
26. Place of payment; also state<br> beneficiary and bank account (Cl. 11)<br><br> <br><br><br> <br>See Clause 36 (Charterhire and Advance Charterhire); such account as the Owners may notify the Charterers from time to time		27. Bank guarantee/bond (sum and<br> place) (Cl. 24) (optional)<br><br> <br><br><br> <br>See Clause 24
28. Mortgage(s), if any (state<br> whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business) (Cl. 12)<br><br> <br><br><br> <br>N/A		29. Insurance (hull and machinery<br> and war risks) (state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k)) (also state if Cl. 14 applies)<br><br> <br><br><br> <br>See Clause 39 (Insurance) - Clause 14 does not apply
30. Additional insurance cover,<br> if any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))<br><br> <br><br><br> <br>See Clause 39 (Insurance)		31. Additional insurance cover,<br> if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))<br><br> <br><br><br> <br>See Clause 39 (Insurance)

32. Latent defects (only to be<br> filled in if period other than stated in Cl. 3)<br><br> <br><br><br> <br>N/A	33. Brokerage commission and to<br> whom payable (Cl. 27)<br><br> <br><br><br> <br>N/A
34. Grace period (state number of<br> clear banking days) (Cl. 28)<br><br> <br><br><br> <br>N/A	35. Dispute Resolution (state<br> 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30)<br><br> <br><br><br> <br>Clause 30 not applicable. See Clause 66 (Governing Law and Enforcement)
36. War cancellation (indicate<br> countries agreed) (Cl. 26(f))<br><br> <br><br><br> <br>N/A
37. Newbuilding Vessel (indicate<br> with “yes” or “no” whether PART III applies) (optional)<br><br> <br><br><br> <br>No	38. Name and place of Builders<br> (only to be filled in if PART III applies)<br><br> <br><br><br> <br>N/A
39. Vessel’s Yard Building No.<br> (only to be filled in if PART III applies)<br><br> <br><br><br> <br>N/A	40. Date of Building Contract<br> (only to be filled in if PART III applies)<br><br> <br><br><br> <br>N/A
41. Liquidated damages and costs<br> shall accrue to (state party acc. to Cl. 1)<br><br> <br><br><br> <br>(a) N/A<br><br> <br><br><br> <br>(b) N/A<br><br> <br><br><br> <br>(c) N/A
42. Hire/Purchase agreement<br> (indicate with “yes” or “no” whether PART IV applies) (optional)<br><br> <br><br><br> <br>No, Part IV does not apply	43. Bareboat Charter Registry<br> (indicate with “yes” or “no” whether PART V applies) (optional)<br><br> <br><br><br> <br>No
44. Flag and Country of the<br> Bareboat Charter Registry (only to be filled in if PART V applies)<br><br> <br><br><br> <br>N/A	45. Country of the Underlying<br> Registry (only to be filled in if PART V applies)<br><br> <br><br><br> <br>N/A
46. Number of additional clauses<br> covering special provisions, if agreed<br><br> <br><br><br> <br>Clause 32 (Charter Period) to Clause 68 (Definitions)

Signature (Owners)	Signature (Charterers)<br><br> <br><br><br> <br>ALEXANDROS TSIRIKOS, Attorney-in-fact

PART II

1	1.	Definitions
2	In this Charter, the following terms shall have the meanings hereby assigned to them:
---	---
3	“The Owners” shall mean the party identified in Box 3;
---	---
4	“The Charterers” shall mean the party identified in Box 4;
---	---
5	“The Vessel” shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12.
---	---
6	“Financial Instruments” has the meaning ascribed to it in Clause 68<br> (Definitions). ~~means the mortgage, deed of covenant or other such financ~~i~~a~~l ~~secur~~i~~ty~~ i~~nstrument as~~
---	---
~~7~~	~~annexed to this Charter and stated in Box 28.~~
---	---
8	2.	Charter Period
---	---	---
9	In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to
---	---
10	hire the Vessel for the period stated in Box 21 ~~(“The Charter Per~~i~~od”)~~. See also Clause 32 (Charter Period)
---	---
11	3.	Delivery
---	---	---
12	(not applicable when Part III applies, as indicated in Box 37)
---	---
13	~~(a)~~	~~The Owners shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy and in~~
---	---	---
~~14~~	~~every respect ready in hull, machinery and equipment for service under this Charter.~~
---	---
15	The Vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in
---	---
16	Box 13. i~~n such ready safe berth as the Charterers may d~~i~~rect.~~
---	---
17	~~(b)~~	~~The Vessel shall be properly documented on delivery in accordance with the laws of the flag state indicated in~~
---	---	---
~~18~~		~~Box 5 and the requirements of the classification society stated in Box 10. The Vessel upon delivery shall have her~~
---	---	---
~~19~~		~~survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box~~
~~20~~		~~12.~~
21	(c)	The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a
22		full performance by the Owners of all the Owners’ obligations under this Clause 3, and thereafter the Charterers
23		shall not be entitled to make or assert any claim against the Owners on account of any conditions,
24		representations or warranties expressed or implied with respect to the Vessel. ~~but the Owners sha~~ll ~~be~~ li~~ab~~l~~e for~~
~~25~~		~~the cost of but not the time for repa~~i~~rs or renewa~~l~~s occas~~i~~oned by~~ l~~atent defects~~ i~~n the Vesse~~l~~, her mach~~i~~nery or~~
~~26~~		~~appurtenances, ex~~i~~sting at the time of de~~li~~very under th~~i~~s Charter, prov~~i~~ded such defects have man~~i~~fested~~
~~27~~		~~themselves within twelve (12) months after delivery unless otherwise provided in Box 32.~~
28	4.	Time for Delivery (See Clause 34 (Delivery and Charter of Vessel))
~~29~~		~~(not applicable when Part III applies, as indicated in Box 37)~~
~~30~~		~~The Vessel shall not be delivered before the date indicated in Box 14 without the Charterers’ consent and the~~
~~31~~		~~Owners shall exercise due diligence to deliver the Vessel not later than the date indicated in Box 15.~~
~~32~~		~~Unless otherwise agreed in Box 18, the Owners shall give the Charterers not less than thirty (30) running days’~~
~~33~~		~~preliminary and not less than fourteen (14) running days’ definite notice of the date on which the Vessel is~~
~~34~~		~~expected to be ready for delivery. The Owners shall keep the Charterers closely advised of possible changes in~~
~~35~~		~~the Vessel’s position.~~
36	5.	Cancelling (See Clause 33 (Cancellation))
~~37~~		~~(not applicable when Part III applies, as indicated in Box 37)~~
~~38~~	~~(a)~~	~~Should the Vessel not be delivered latest by the cancelling date indicated in Box 15, the Charterers shall have the~~
~~39~~		~~option of cancelling this Charter by giving the Owners notice of cancellation within thirty-six (36) running hours~~
~~40~~		~~after the cancelling date stated in Box 15, failing which this Charter shall remain in full force and effect.~~

PART II

~~41~~	~~(b)~~	~~If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they are in~~
~~42~~		~~a position to state with reasonable certainty the day on which the Vessel should be ready, give notice thereof to~~
~~43~~		~~the Charterers asking whether they will exercise their option of cancelling, and the option must then be declared~~
~~44~~		~~within one hundred and sixty-eight (168) running hours of the receipt by the Charterers of such notice or within~~
~~45~~		~~thirty-six (36) running hours after the cancelling date, whichever is the earlier. If the Charterers do not then~~
~~46~~		~~exercise their option of cancelling, the seventh day after the readiness date stated in the Owners’ notice shall be~~
~~47~~		~~substituted for the cancelling date indicated in Box 15 for the purpose of this Clause 5.~~
~~48~~	~~(c)~~	~~Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on~~
~~49~~		~~the Owners under th~~i~~s Charter.~~
50	6.	Trading Restrictions (see also Clauses 46.1(t), 46.1 (u) and 46.1 (v)) (Undertakings))
51		The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading
52		limits indicated in Box 20.
53		The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in
54		conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein)
55		without first obtaining the consent of the insurers to such employment and complying with such requirements
56		as to extra premium or otherwise as the insurers may prescribe.
57		The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which
58		is forbidden by the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or
59		prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction,
60		seizure or confiscation.
61		Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive
62		products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter.
63		This exclusion does not apply to radio-isotopes used or intended to be used for any industrial, commercial,
64		agricultural, medical or scientific purposes provided the Owners’ prior approval has been obtained to loading
65		thereof.
66	7.	Surveys on Delivery and Redelivery
67		Provision on Delivery see Clause 47.2 (Inspection of Vessel)~~(not applicable when Part III applies, as indicated in Box 37)~~
68		The Owners ~~and Charterers~~ shall ~~each~~ appoint surveyors for<br> the purpose of determining and agreeing in writing
69		the condition of the Vessel at the time of ~~de~~li~~very and~~ redelivery pursuant to Clause 41.6 (Termination, Redelivery and Total Loss) hereunder (if applicable) at the costs of the Charterers. ~~The Owners shall bear all expenses~~
~~70~~		~~of the On-hire Survey including loss of time, if any, and the Charterers shall bear all expenses of the Off-hire~~
~~71~~		~~Survey including loss of time, if any, at the daily equivalent to the rate of hire or pro rata thereof.~~
72	8.	Inspection (See Clause 47 (Inspection of Vessel))
~~73~~		~~The Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect or survey~~
~~74~~		~~the Vessel or instruct a duly authorised surveyor to carry out such survey on their behalf:~~
~~75~~	~~(a)~~	~~to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and~~
~~76~~		~~maintained. The costs and fees for such inspection or survey shall be paid by the Owners unless the Vessel is~~
~~77~~		~~found to require repairs or maintenance in order to achieve the condition so provided;~~
~~78~~	~~(b)~~	~~in dry-dock if the Charterers have not dry-docked Her in accordance with Clause 10(g). The costs and fees for~~
~~79~~		~~such inspection or survey shall be paid by the Charterers; and~~
~~80~~	~~(c)~~	~~for any other commercial reason they consider necessary (provided it does not unduly interfere with the~~
~~81~~		~~commercial operation of the Vessel). The costs and fees for such inspection and survey shall be paid by the~~
~~82~~		~~Owners.~~

PART II

~~83~~		~~All time used in respect of inspection, survey or repairs shall be for the Charterers’ account and form part of the~~
~~84~~		~~Charter Period.~~
~~85~~		~~The Charterers shall also permit the Owners to inspect the Vessel’s log books whenever requested and shall~~
~~86~~		~~whenever required by the Owners furnish them with full information regarding any casualties or other accidents~~
~~87~~		~~or damage to the Vessel.~~
88	9.	Inventories, Oil and Stores (See Clause 34.7 (Delivery and Charter of Vessel))
~~89~~		~~A complete inventory of the Vessel’s entire equipment, outfit including spare parts, appliances and of all~~
~~90~~		~~consumable stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on~~
~~91~~		~~delivery and again on redelivery of the Vessel. The Charterers and the Owners, respectively, shall at the time of~~
~~92~~		~~delivery and redelivery take over and pay for all bunkers, lubricating oil, unbroached provisions, paints, ropes~~
~~93~~		~~and other consumable stores (excluding spare parts) in the said Vessel at the then current market prices at the~~
~~94~~		~~ports of delivery and redelivery, respectively. The Charterers shall ensure that all spare parts listed in the~~
~~95~~		~~inventory and used during the Charter Period are replaced at their expense prior to redelivery of the Vessel.~~
96	10.	Maintenance and Operation
97	(a)	(i) Maintenance and Repairs - During the Charter Period the Vessel shall be in the full possession and at the
98		absolute disposal for all purposes of the Charterers and under their complete control in every respect. The
99		Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of
100		repair, in efficient operating condition and in accordance with good commercial maintenance practice and,
101		~~except as prov~~i~~ded for~~ i~~n C~~l~~ause 1~~4~~(~~l~~),~~ if applicable, at their own expense they shall at all times keep the Vessel’s
102		Classification~~Class~~ fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary
103		certificates in force at all times.
104		(ii) New Class and Other Safety Requirements - In the event of any improvement, structural changes or new
105		equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements
106		or by compulsory legislation, the Charterers shall ensure that the same are complied with and the time and costs of compliance shall be<br> for the Charterers’ account. ~~costing (exc~~l~~ud~~i~~ng the Charterers’~~ l~~oss of time) more than the percentage stated~~ i~~n~~
~~107~~		~~Box 23, or if Box 23 is left blank, 5 per cent of the Vessel’s insurance value as stated in Box 29, then the extent, if~~
~~108~~		~~any, to which the rate of hire shall be varied and the ratio in which the cost of compliance shall be shared between~~
~~109~~		~~the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the~~
~~110~~		~~Charterers having regard, inter alia, to the length of the period remaining under this Charter shall, in the absence~~
~~111~~		~~of agreement, be referred to the d~~i~~spute reso~~l~~ution method agreed~~ i~~n C~~l~~ause 30.~~
112		(iii) Financial Security - The Charterers shall maintain financial security or responsibility in respect of third party
113		liabilities as required by any government, including federal, state or municipal or other division or authority
114		thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place,
115		territorial or contiguous waters of any country, state or municipality in performance of this Charter without any
116		delay. This obligation shall apply whether or not such requirements have been lawfully imposed by such
117		government or division or authority thereof.
118		The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy
119		such requirements at the Charterers’ sole expense and the Charterers shall indemnify the Owners against all
120		consequences whatsoever (including loss of time) for any failure or inability to do so.
121	(b)	Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual,
122		navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they
123		shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of
124		the Vessel under this Charter, including annual ~~flag state~~ fees of the Flag<br> State and any foreign general municipality and/or state
125		taxes. The Master, officers and crew of the Vessel shall be the servants of the Charterers for all purposes

PART II

126		whatsoever, even if for any reason appointed by the Owners.
127		Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel’s
128		flag or any other applicable law.
129	(c)	The Charterers shall keep the Owners ~~and the mortgagee(s)~~ advised of the intended employment, planned dry-
130		docking and major repairs of the Vessel, as reasonably required.
131	(d)	Flag and Name of Vessel – During the Charter Period, the Charterers shall have the liberty to paint the Vessel in
132		their own colours, install and display their funnel insignia and fly their own house flag (with all fees, costs and expenses arising<br> in relation thereto for the Charterers’ account). The Charterers shall also
133		have the liberty, with the Owners’ consent, ~~wh~~i~~ch shall not be unreasonab~~l~~y w~~i~~thhe~~l~~d,~~ to change the flag and/or
134		the name of the Vessel during the Charter Period (with all fees, costs and expenses arising in relation thereto for the Charterers’<br> account). Painting and re-painting, instalment and re-instalment,
135		registration and re-registration, if required by the Owners, shall be at the Charterers’ expense and time.
136	(e)	Changes to the Vessel - Subject to Clause 10(a)(ii), the Charterers shall make no structural changes in the Vessel
137		or changes in the machinery, boilers, appurtenances or spare parts thereof without in each instance first securing
138		the Owners’ approval thereof. If the Owners so agree, the Charterers shall, if the Owners so require, restore the
139		Vessel to its former condition ~~before the term~~i~~nation of th~~i~~s Charter~~.
140	(f)	Use of the Vessel’s Outfit, Equipment and Appliances - The Charterers shall have the use of all outfit, equipment,
141		and appliances on board the Vessel at the time of delivery, provided the same or their substantial equivalent
142		shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary
143		wear and tear excepted. The Charterers shall from time to time during the Charter Period replace, renew or substitute such<br> items of
144		equipment as shall be so damaged or worn as to be unfit for use. The Charterers are to procure that all repairs
145		to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards
146		workmanship and quality of materials) as not to diminish the value of the Vessel. Title of any equipment so replaced, renewed or<br> substituted shall vest in and remain with the Owners. The Charterers have the right
147		to fit additional equipment at their expense and risk (provided that no permanent structural damage is caused to the Vessel by<br> reason of such installation) and ~~but~~ the Charterers shall, at their expenses, remove such equipment and make good any damage caused by the fitting or removal of such additional equipment before the Vessel is redelivered to the Owners.~~at the end~~
~~148~~		~~of the period if requested by the Owners.~~ Any<br> equipment including radio equipment on hire on the Vessel at
149		time of delivery shall be kept and maintained by the Charterers and the Charterers shall assume the obligations
150		and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse the Owners
151		for all expenses incurred in connection therewith, also for any new equipment required in order to comply with
152		radio regulations.
153	(g)	Periodical Dry-Docking - The Charterers shall dry-dock the Vessel and clean and paint her underwater parts
154		whenever the same may be necessary, but not less than once during the period stated in Box 19. ~~or, if Box 19 has~~
~~155~~		~~been left blank, every sixty (60) calendar months after delivery or such other period as may be required by the~~
~~156~~		~~Classification Society or flag state.~~
157	11.	Hire (See Clause 36 (Charterhire and Advance Charterhire))
~~158~~	~~(a)~~	~~The Charterers shall pay hire due to the Owners punctually in accordance with the terms of this Charter in respect~~
~~159~~		~~of which time shall be of the essence.~~
~~160~~	~~(b)~~	~~The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount indicated in Box 22~~
~~161~~		~~which shall be payable not later than every thirty (30) running days in advance, the first lump sum being payable~~
~~162~~		~~on the date and hour of the Vessel’s delivery to the Charterers. Hire shall be paid continuously throughout the~~
~~163~~		~~Charter Per~~i~~od.~~

PART II

~~164~~	~~(c)~~	~~Payment of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25~~
~~165~~		~~and at the place mentioned in Box 26.~~
~~166~~	~~(d)~~	~~Final payment of hire, if for a period of less than thirty (30) running days, shall be calculated proportionally~~
~~167~~		~~according to the number of days and hours remaining before redelivery and advance payment to be effected~~
~~168~~		~~accordingly.~~
~~169~~	~~(e)~~	~~Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of.~~
~~170~~		~~The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last~~
~~171~~		~~reported or when the Vessel is posted as missing by Lloyd’s, whichever occurs first. Any hire paid in advance to~~
~~172~~		~~be adjusted accordingly.~~
~~173~~	~~(f)~~	~~Any delay in payment of hire shall entitle the Owners to interest at the rate per annum as agreed in Box 24. If~~
~~174~~		~~Box 24 has not been filled in, the three months Interbank offered rate in London (LIBOR or its successor) for the~~
~~175~~		~~currency stated in Box 25, as quoted by the British Bankers’ Association (BBA) on the date when the hire fell due,~~
~~176~~		~~increased by 2 per cent, shall apply.~~
~~177~~	~~(g)~~	~~Payment of interest due under sub-clause 11(f) shall be made within seven (7) running days of the date of the~~
~~178~~		~~Owners’ invoice specifying the amount payable or, in the absence of an invoice, at the time of the next hire~~
~~179~~		~~payment date.~~
180	12.	Mortgage ((See Clause 64.3 (Assignment and Transfer))
~~181~~		~~(only to apply if Box 28 has been appropriately filled in)~~
~~182~~	~~(a)*~~	~~The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect any~~
~~183~~		~~mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.~~
~~184~~	~~(b)*~~	~~The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instrument.~~
~~185~~		~~The Charterers undertake to comply, and provide such information and documents to enable the Owners to~~
~~186~~		~~comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and~~
~~187~~		~~maintenance of the Vessel as laid down in the Financial Instrument or as may be directed from time to time~~
~~188~~		~~during the currency of the Charter by the mortgagee(s) in conformity with the Financial Instrument. The~~
~~189~~		~~Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions~~
~~190 191~~		~~and provisions of the Financial Instrument and agree to acknowledge this in writing in any form that may be~~<br><br> <br>~~required by the mortgagee(s). The Owners warrant that they have not effected any mortgage(s) other than stated~~
~~192~~		~~in Box 28 and that they shall not agree to any amendment of the mortgage(s) referred to in Box 28 or effect any~~
~~193~~		~~other mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.~~
~~194~~		~~*(Optional, Clauses 12(a) and 12(b) are alternatives; indicate alternative agreed in Box 28).~~
195	13.	Insurance and Repairs (See also Clause 39 (Insurance))
196	(a)	Subject to Clause 39 (Insurance), d~~D~~uring the Charter Period the Vessel shall be kept insured in accordance with Clause 39 (Insurance) by the Charterers at their<br> expense against hull and
197		machinery, marine and (including blocking and trapping) war and Protection and Indemnity risks and freight, demurrage and defence risks (and any risks against which it is compulsory to insure for the
198		operation of the Vessel, including but not limited to maintaining financial security in accordance with sub-clause<br> 10(a)(iii)) in such
199		form as the Owners shall in writing approve.~~, which approval shall not be unreasonably withhe~~l~~d.~~ Such insurances
200		shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and the Owners’ Financiers
201		~~mortgagee(s)~~ (if any), and the Charterers shall be at<br> liberty to protect under such insurances the interests of any
202		managers they may appoint provided such manager has entered into a manager’s undertaking in form and substance acceptable to the ~~On~~Owners and the Owners’<br> Financiers (if any). Insurance policies shall cover the

PART II

		Owners, the Owners’ Financiers (if any) and the Charterers according to their
203		respective interests.
204		Subject to the provisions of the agreed loss payable clauses, ~~Financial Instrument, if any~~, and the approval of the Owners and the insurers,
205		the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the
206		insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the
207		extent of coverage under the insurances herein provided for.
208		The Charterers also to remain responsible for and to effect repairs and settlement of costs and expenses incurred
209		thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible
210		franchise(s) or deductibles provided for in the insurances.
211		All time used for repairs under the provisions of sub-clause 13(a) ~~and for repairs of latent defects according to~~
212		~~C~~l~~ause 3(c) above~~, including any<br> deviation, shall be for the Charterers’ account.
213	(b)	~~If the conditions of the above insurances permit additional insurance to be placed by the parties, such cover shall~~
214		~~be limited to the amount for each party set out in Box 30 and Box 31, respectively.~~ The ~~Owners or the~~ Charterers
215		~~as the case may be~~ shall immediately furnish the ~~other party~~ Owners with particulars of any additional insurance effected,
216		including copies of any cover notes or policies and the written consent of the insurers of any such required
217		insurance in any case where the consent of such insurers is necessary. The Charterers hereby undertake that any additional insurances<br> that they arrange now or in the future will always be compliant with the terms of the underlying hull and machinery policies.
218	(c)	The Charterers shall upon the request of the Owners, provide information and promptly execute such documents
219		as may be required to enable the Owners to comply with the insurance provisions of the Financial Instrument (if any).
220	(d)	Subject to the provisions of the Financial Instruments and Clause 41.13 (Termination, Redelivery and Total Loss), if any,<br> should the Vessel become a Total Loss, ~~an actua~~l~~, constructive,~~
221		~~compromised or agreed total loss under the insurances required under sub-clause 13(a),~~ all insurance payments
222		for such loss shall be paid to the Owners (or, if applicable, the Owners’ Financiers in accordance with the terms of the<br> relevant loss payable clauses). ~~who shall distribute the moneys between the Owners and the Charterers~~
223		~~accord~~i~~ng to the~~i~~r respective~~ i~~nterests.~~ The Charterers undertake to notify the Owners and the Owners’ Financiers (if any), ~~and the mortgagee(s), if~~
224		~~any,~~of any occurrences in consequence of which the<br> Vessel is likely to become a T~~t~~otal L~~l~~oss ~~as defined in this~~
~~225~~		~~Clause.~~
~~226~~	~~(e)~~	~~The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to~~
~~227~~		~~enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss.~~
228	(f)	For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-
229		clause 13(a), the value of the Vessel is the sum indicated in Clause 39 (Insurance). ~~Box 29.~~
230	14.	Insurance, Repairs and Classification
~~231~~		~~(Optional, only to apply if expressly agreed and stated in Box 29, in which event Clause 13 shall be considered~~
~~232~~		~~deleted).~~<br><br> <br>~~~~
~~233~~	~~(a)~~	~~During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and~~
~~234~~		~~machinery and war risks under the form of policy or policies attached hereto. The Owners and/or insurers shall~~
~~235~~		~~not have any right of recovery or subrogation against the Charterers on account of loss of or any damage to the~~
~~236~~		~~Vessel or her machinery or appurtenances covered by such insurance, or on account of payments made to~~
~~237~~		~~discharge claims against or liabilities of the Vessel or the Owners covered by such insurance. Insurance policies~~
~~238~~		~~shall cover the Owners and the Charterers according to their respective interests.~~

PART II

~~239~~	~~(b)~~	~~During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against Protection~~
~~240~~		~~and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel,~~
~~241~~		~~including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall~~
~~242~~		~~in writing approve which approval shall not be unreasonably withheld.~~
~~243~~	~~(c)~~	~~In the event that any act or negligence of the Charterers shall vitiate any of the insurance herein provided, the~~
~~244~~		~~Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which~~
~~245~~		~~would otherwise have been covered by such insurance.~~
~~246~~	~~(d)~~	~~The Charterers shall, subject to the approval of the Owners or Owners’ Underwriters, effect all insured repairs,~~
~~247~~		~~and the Charterers shall undertake settlement of all miscellaneous expenses in connection with such repairs as~~
~~248~~		~~well as all insured charges, expenses and liabilities, to the extent of coverage under the insurances provided for~~
~~249~~		~~under the provisions of sub-clause 14(a).~~
~~250~~		~~The Charterers to be secured reimbursement through the Owners’ Underwriters for such expenditures upon~~
~~251~~		~~presentation of accounts.~~
~~252~~	~~(e)~~	~~The Charterers to remain responsible for and to effect repairs and settlement of costs and expenses incurred~~
~~253~~		~~thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible~~
~~254~~		~~franchise(s) or deductibles provided for in the insurances.~~
~~255~~	~~(f)~~	~~All time used for repairs under the provisions of sub-clauses 14(d) and 14(e) and for repairs of latent defects~~
~~256~~		~~according to Clause 3 above, including any deviation, shall be for the Charterers’ account and shall form part of~~
~~257~~		~~the Charter Period.~~
~~258~~		~~The Owners shall not be responsible for any expenses as are incident to the use and operation of the Vessel for~~
~~259~~		~~such time as may be required to make such repairs.~~
~~260~~	~~(g)~~	~~If the conditions of the above insurances permit additional insurance to be placed by the parties such cover shall~~
~~261~~		~~be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers~~
~~262~~		~~as the case may be shall immediately furnish the other party with particulars of any additional insurance effected,~~
~~263~~		~~including copies of any cover notes or policies and the written consent of the insurers of any such required~~
~~264~~		~~insurance in any case where the consent of such insurers is necessary.~~
~~265~~	~~(h)~~	~~Should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances~~
~~266~~		~~required under sub-clause 14(a), all insurance payments for such loss shall be paid to the Owners, who shall~~
~~267~~		~~distribute the moneys between themselves and the Charterers according to their respective interests.~~
~~268~~	~~(i)~~	~~If the Vessel becomes an actual, constructive, compromised or agreed total loss under the insurances arranged~~
~~269~~		~~by the Owners in accordance with sub-clause 14(a), this Charter shall terminate as of the date of such loss.~~
~~270~~	~~(j)~~	~~The Charterers shall upon the request of the Owners, promptly execute such documents as may be required to~~
~~271~~		~~enable the Owners to abandon the Vessel to the insurers and claim a constructive total loss.~~
~~272~~	~~(k)~~	~~For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-~~
~~273~~		~~clause 14(a), the value of the Vessel is the sum indicated in Box 29.~~
~~274~~	~~(l)~~	~~Notwithstanding anything contained in sub-clause 10(a), it is agreed that under the provisions of Clause 14, if~~
~~275~~		~~applicable, the Owners shall keep the Vessel’s Class fully up to date with the Classification Society indicated in~~
~~276~~		~~Box 10 and maintain all other necessary certificates in force at all times.~~
277	15.	Redelivery (See Clause 41.6 (Termination, Redelivery and Total Loss))
~~278~~		~~At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers to the Owners at a safe~~
~~279~~		~~and ice-free port or place as indicated in Box 16, in such ready safe berth as the Owners may direct. The~~
~~280~~		~~Charterers shall give the Owners not less than thirty (30) running days’ preliminary notice of expected date, range~~
~~281~~		~~of ports of redelivery or port or place of redelivery and not less than fourteen (14) running days’ definite notice~~

PART II

~~282~~	~~of expected date and port or place of redelivery.~~
~~283~~	~~Any changes thereafter in the Vessel’s position shall be notified immediately to the Owners.~~
---	---
~~284~~	~~The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding~~
---	---
~~285~~	~~ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel~~
---	---
~~286~~	~~within the Charter Period. Notwithstanding the above, should the Charterers fail to redeliver the Vessel within~~
---	---
~~287~~	~~the Charter Period, the Charterers shall pay the daily equivalent to the rate of hire stated in Box 22 plus 10 per~~
---	---
~~288~~	~~cent or to the market rate, whichever is the higher, for the number of days by which the Charter Period is~~
---	---
~~289~~	~~exceeded. All other terms, conditions and provisions of this Charter shall continue to apply.~~
---	---
~~290~~	~~Subject to the provisions of Clause 10, the Vessel shall be redelivered to the Owners in the same or as good~~
---	---
~~291~~	~~structure, state, condition and class as that in which she was delivered, fair wear and tear not affecting class~~
---	---
~~292~~	~~excepted.~~
---	---
~~293~~	~~The Vessel upon redelivery shall have her survey cycles up to date and trading and class certificates valid for at~~
---	---
~~294~~	~~least the number of months agreed in Box 17.~~
---	---
295	16.	Non-Lien
---	---	---
296	Save for Permitted Security Interest (if any), t~~T~~he Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their
---	---
297	agents, which might have priority over the title and interest of the Owners in the Vessel. The Charterers further
---	---
298	agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice
---	---
299	reading as follows:
---	---
300	“This Vessel is the property of (name of Owners). It is under charter to (name of Charterers) and by the terms of
---	---
301	the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or
---	---
302	permit to be imposed on the Vessel any lien whatsoever.” or a notice in such analogous<br> form as reasonably required by any Mortgagee (if any).
---	---
303	17.	Indemnity (See Clauses 38.3 (Possession of Vessel), 39.16 (Insurance), 39.17 (Insurance), 39.18 (Insurance), 41.4 (Termination,<br> Redelivery and Total Loss), 54 (Indemnities) and 56.4 (Increased Costs))
---	---	---
~~304~~	~~(a)~~	~~The Charterers shall indemnify the Owners against any loss, damage or expense incurred by the Owners arising~~
---	---	---
~~305~~	~~out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature~~
---	---
~~306~~	~~arising out of an event occurring during the Charter Period. If the Vessel be arrested or otherwise detained by~~
---	---
~~307~~	~~reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their~~
---	---
~~308~~	~~own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including~~
---	---
~~309~~	~~the provision of bail.~~
---	---
~~310~~	~~Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all~~
---	---
~~311~~	~~consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.~~
---	---
~~312~~	~~(b)~~	~~If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners~~
---	---	---
~~313~~	~~shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released,~~
---	---
~~314~~	~~including the provision of bail.~~
---	---
~~315~~	~~In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense incurred~~
---	---
~~316~~	~~by the Charterers (including hire paid under this Charter) as a direct consequence of such arrest or detention.~~
---	---
317	18.	Lien
---	---	---
318	The Owners shall~~to~~<br> have a lien upon all cargoes, sub-hires and sub-freights belonging or due to the Charterers or any
---	---
319	sub-charterers and any Bill of Lading freight for all claims under this Charter~~, and the Charterers to have a lien on~~
---	---
~~320~~	~~the Vessel for all moneys paid in advance and not earned~~.
---	---

PART II

321	19.	Salvage
322	All salvage and towage performed by the Vessel shall be for the Charterers’ benefit and the cost of repairing
---	---
323	damage occasioned thereby shall be borne by the Charterers.
---	---
324	20.	Wreck Removal
---	---	---
325	In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the
---	---
326	Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence
---	---
327	of the Vessel becoming a wreck or obstruction to navigation.
---	---
328	21.	General Average
---	---	---
329	The Owners shall not contribute to General Average.
---	---
330	22.	Assignment~~, Sub-Charter and Sale~~ (See Clause 64 (Assignment and Transfer))
---	---	---
~~331~~	~~(a)~~	~~The Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior~~
---	---	---
~~332~~	~~consent in writing of the Owners, which shall not be unreasonably withheld, and subject to such terms and~~
---	---
~~333~~	~~conditions as the Owners shall approve.~~
---	---
~~334~~	~~(b)~~	~~The Owners shall not sell the Vessel during the currency of this Charter except with the prior written consent of~~
---	---	---
~~335~~	~~the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting an assignment of~~
---	---
~~336~~	~~this Charter.~~
---	---
337	23.	Contracts of Carriage
---	---	---
338	(a)*	The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and
---	---	---
339	conditions agreed in respect of carriage of goods shall contain a paramount clause incorporating any legislation
---	---
340	relating to carrier’s liability for cargo compulsorily applicable in the trade; if no such legislation exists, the
---	---
341	documents shall incorporate the Hague-Visby Rules. The documents shall also contain the New Jason Clause and
---	---
342	the Both-to-Blame Collision Clause.
---	---
~~343~~	~~(b)*~~	~~The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage of~~
---	---	---
~~344~~	~~passengers and their luggage under this Charter shall contain a paramount clause incorporating any legislation~~
---	---
~~345~~	~~relating to carrier’s liability for passengers and their luggage compulsorily applicable in the trade; if no such~~
---	---
~~346~~	~~legislation exists, the passenger tickets shall incorporate the Athens Convention Relating to the Carriage of~~
---	---
~~347~~	~~Passengers and their Luggage by Sea, 1974, and any protocol thereto.~~
---	---
~~348~~	~~*Delete as applicable.~~
---	---
349	24.	~~Bank~~ Corporate Guarantee
---	---	---
350	~~(Optional, only to apply if Box 27 filled in)~~
---	---
351	The Charterers undertake to furnish, on or about the date of this Charter,<br> ~~before delivery of the Vessel, a first class bank guarantee or bond in the~~
---	---
352	~~sum and at the place as indicated in Box 27 as~~ a<br> corporate guarantee from the Guarantor as guarantee and the other Security Documents (if not already earlier entered<br> into) for full performance of their obligations under this
---	---
353	Charter.
---	---
354	25.	Requisition/Acquisition
---	---	---
355	(a)	Subject to the provisions of the Financial Instruments (if any<br> ) and the General Assignment, i~~I~~n the event of the Requisition for Hire of the Vessel by any governmental or other competent authority
---	---	---
356	(hereinafter referred to as “Requisition for Hire”) irrespective of the date during the Charter Period when
---	---
357	“Requisition for Hire” may occur and irrespective of the length thereof and whether or not it be for an indefinite
---	---
358	or a limited period of time, and irrespective of whether it may or will remain in force for the remainder of the
---	---
359	Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated
---	---
360	and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time
---	---

PART II

361	when the Charter would have terminated pursuant to any of the provisions hereof. ~~always provided however that~~
~~362~~	~~in the event of “Requisition for Hire” any Requisition Hire or compensation received or receivable by the Owners~~
---	---
~~363~~	~~shall be payable to the Charterers during the remainder of the Charter Period or the period of the “Requisition~~
---	---
~~364~~	~~for Hire” whichever be the shorter.~~
---	---
365	(b)	Subject to the other provisions of this Charter and the Financial<br> Instruments (if any) i~~I~~n the<br> event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the
---	---	---
366	Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as
---	---
367	“Compulsory Acquisition”), then, irrespective of the date during the Charter Period when “Compulsory
---	---
368	Acquisition” may occur, this Charter shall be deemed terminated as of the date of such “Compulsory Acquisition”.
---	---
369	In such event Charter Hire to be considered as earned and ~~to~~ shall be paid up to the date and time of such “Compulsory
---	---
370	Acquisition”.
---	---
371	26.	War
---	---	---
372	(a)	For the purpose of this Clause, the words “War Risks” shall include any war (whether actual or threatened), act
---	---	---
373	of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines
---	---
374	(whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades
---	---
375	(whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or
---	---
376	against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or
---	---
377	the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous
---	---
378	to the Vessel, her cargo, crew or other persons on board the Vessel.
---	---
379	(b)	The Vessel, ~~unless the wri~~tt~~en consent of the Owners be~~<br> fi~~rst obtained,~~ unless trading within the limits and safe places in accordance with The Approved Sub-charter and the Charterer has effected the additional premium required by the<br> Vessels insurers and prior notice has been given to the Owners about the details of the itinerary and the additional insurances of the Vessel, shall not continue to or go through any
---	---	---
380	port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that
---	---
381	the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners,
---	---
382	may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which
---	---
383	only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, the Owners shall have
---	---
384	the right to require the Vessel to leave such area.
---	---
385	(c)	The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed
---	---	---
386	on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or
---	---
387	against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject,
---	---
388	or is likely to be subject to a belligerent’s right of search and/or confiscation.
---	---
~~389~~	~~(d)~~	~~If the insurers of the war risks insurance, when Clause 14 is applicable, should require payment of premiums~~
---	---	---
~~390~~	~~and/or calls because, pursuant to the Charterers’ orders, the Vessel is within, or is due to enter and remain within,~~
---	---
~~391~~	~~any area or areas which are specified by such insurers as being subject to additional premiums because of War~~
---	---
~~392~~	~~Risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as~~
---	---
~~393~~	~~the next payment of hire is due.~~
---	---
394	(e)	The Charterers shall have the liberty:
---	---	---
395	(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in
---	---
396	convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which
---	---
397	are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or
---	---
398	group whatsoever acting with the power to compel compliance with their orders or directions;
---	---
399	(ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the
---	---
400	authority to give the same under the terms of the war risks insurance;
---	---

PART II

401	(iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of
402	the European Community, the effective orders of any other Supranational body which has the right to issue and
---	---
403	give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey
---	---
404	the orders and directions of those who are charged with their enforcement.
---	---
405	(f)	In the event of outbreak of war ~~(whether there be a declaration of war or not)~~
---	---	---
~~406~~	~~(i) between any two or more of the following countries: the United States of America; Russia; the United Kingdom;~~
---	---
~~407~~	~~France; and the People’s Republic of China,~~
---	---
~~408~~	~~(ii) between any two or more of the countries stated in Box 36, both the Owners and the Charterers shall have~~
---	---
~~409~~	~~the right to cancel this Charter, whereupon the Charterers shall redeliver the Vessel to the Owners in accordance~~
---	---
~~410~~	~~with Clause 15, if the Vessel has cargo on board after discharge thereof at destination, or if debarred under this~~
---	---
~~411~~	~~Clause from reaching or entering it at a near, open and safe port as directed by the Owners, or if the Vessel has~~
---	---
~~412~~	~~no cargo on board, at the port at which the Vessel then is or if at sea at a near, open and safe port as directed by~~
---	---
413	~~the Owners. In all cases~~ hire shall continue to be paid in<br> accordance with Clause 11 ~~and except as aforesaid~~ all
---	---
414	other provisions of this Charter shall apply until ~~redelivery~~the end of the Charter Period.
---	---
415	27.	Commission
---	---	---
~~416~~	~~The Owners to pay a commission at the rate indicated in Box 33 to the Brokers named in Box 33 on any hire paid~~
---	---
~~417~~	~~under the Charter. If no rate is indicated in Box 33, the commission to be paid by the Owners shall cover the~~
---	---
~~418~~	~~actual expenses of the Brokers and a reasonable fee for their work.~~
---	---
~~419~~	~~If the full hire is not paid owing to breach of the Charter by either of the parties the party liable therefor shall~~
---	---
~~420~~	~~indemnify the Brokers against their loss of commission.~~
---	---
~~421~~	~~Should the parties agree to cancel the Charter, the Owners shall indemnify the Brokers against any loss of~~
---	---
~~422~~	~~commission but in such case the commission shall not exceed the brokerage on one year’s hire.~~
---	---
423	28.	Termination (See Clauses 41 (Termination, Redelivery and Total Loss) and 49 (Termination Events))
---	---	---
~~424~~	~~(a)~~	~~Charterers’ Default~~
---	---	---
~~425~~	~~The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter~~
---	---
~~426~~	~~with immediate effect by written notice to the Charterers if:~~
---	---
~~427~~	~~(i) the Charterers fail to pay hire in accordance with Clause 11. However, where there is a failure to make punctual~~
---	---
~~428~~	~~payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers or their bankers,~~
---	---
~~429~~	~~the Owners shall give the Charterers written notice of the number of clear banking days stated in Box 34 (as~~
---	---
~~430~~	~~recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such~~
---	---
~~431~~	~~number of days following the Owners’ notice, the payment shall stand as regular and punctual.~~
---	---
~~432~~	~~Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners’~~
---	---
~~433~~	~~notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and~~
---	---
~~434~~	~~terminate the Charter without further notice;~~
---	---
~~435~~	~~(ii) the Charterers fail to comply with the requirements of:~~
---	---
~~436~~	~~(1) Clause 6 (Trading Restrictions)~~
---	---
~~437~~	~~(2) Clause 13(a) (Insurance and Repairs)~~
---	---
~~438~~	~~provided that the Owners shall have the option, by written notice to the Charterers, to give the Charterers a~~
---	---
~~439~~	~~specified number of days grace within which to rectify the failure without prejudice to the Owners’ right to~~
---	---
~~440~~	~~withdraw and terminate under this Clause if the Charterers fail to comply with such notice;~~
---	---

PART II

~~441~~	~~(iii) the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance~~
~~442~~	~~and Repairs) as soon as practically possible after the Owners have requested them in writing so to do and in any~~
---	---
~~443~~	~~event so that the Vessel’s insurance cover is not prejudiced.~~
---	---
~~444~~	~~(b)~~	~~Owners’ Default~~
---	---	---
~~445~~	~~If the Owners shall by any act or omission be in breach of their obligations under this Charter to the extent that~~
---	---
~~446~~	~~the Charterers are deprived of the use of the Vessel and such breach continues for a period of fourteen (14)~~
---	---
~~447~~	~~running days after written notice thereof has been given by the Charterers to the Owners, the Charterers shall~~
---	---
~~448~~	~~be entitled to terminate this Charter with immediate effect by written notice to the Owners.~~
---	---
~~449~~	~~(c)~~	~~Loss of Vessel~~
---	---	---
~~450~~	~~This Charter shall be deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive~~
---	---
~~451~~	~~or compromised or arranged total loss. For the purpose of this sub-clause, the Vessel shall not be deemed to be~~
---	---
~~452~~	~~lost unless she has either become an actual total loss or agreement has been reached with her underwriters in~~
---	---
~~453~~	~~respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is~~
---	---
~~454~~	~~not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred.~~
---	---
~~455~~	~~(d)~~	~~Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party~~
---	---	---
~~456~~	~~in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or~~
---	---
~~457~~	~~bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver~~
---	---
~~458~~	~~is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or~~
---	---
~~459~~	~~composition with its creditors.~~
---	---
~~460~~	~~(e)~~	~~The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to~~
---	---	---
~~461~~	~~the date of termination and to any claim that either party might have.~~
---	---
462	29.	Repossession (See also Clauses 41 (Termination, Redelivery and Total Loss) and 49 (Termination Events)). In the event the Vessel is due for redelivery pursuant to Clause 41.6 (Termination, Redelivery and Total Loss) or Owners have made a request for redelivery of the Vessel in accordance with the applicable provisions of Clause 41.10 (Termination, Redelivery and Total Loss),
---	---	---
463	~~In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28,~~ the
---	---
464	Owners shall have the right to repossess the Vessel from the Charterers at her current or next port of call, or at
---	---
465	a port or place convenient to them without hindrance or interference by the Charterers, courts or local
---	---
466	authorities. Pending physical repossession of the Vessel in accordance with this Clause 29, the Charterers shall
---	---
467	hold the Vessel as gratuitous bailee only to the Owners and the Charterers shall<br> procure that the master and crew follow the directions of the Owners (but always provided that the safety of the Vessel and its crew shall not be materially and adversely compromised). ~~The Owners shall arrange for an authorised~~
---	---
~~468~~	~~representative to board the Vessel as soon as reasonably practicable following the termination of the Charter.~~
---	---
~~469~~	~~The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the~~
---	---
470	~~Vessel by the Owners’ representative.~~ All<br> arrangements and expenses relating to the settling of wages,
---	---
471	disembarkation and repatriation of the Charterers’ Master, officers and crew shall be the sole responsibility of
---	---
472	the Charterers.
---	---
473	30.	Dispute Resolution (See Clause 66 (Governing Law and Enforcement))
---	---	---
~~474~~	~~(a)*~~	~~This Contract shall be governed by and construed in accordance with English law and any dispute arising out of~~
---	---	---
~~475~~	~~or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration~~
---	---
~~476~~	~~Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the~~
---	---
~~477~~	~~provisions of this Clause.~~
---	---
~~478~~	~~The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA)~~
---	---
~~479~~	~~Terms current at the time when the arbitration proceedings are commenced.~~
---	---
~~480~~	~~The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its~~
---	---

PART II

~~481~~	~~arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint~~
~~482~~	~~its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole~~
---	---
~~483~~	~~arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14~~
---	---
~~484~~	~~days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within~~
---	---
~~485~~	~~the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further~~
---	---
~~486~~	~~prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.~~
---	---
~~487~~	~~The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.~~
---	---
~~488~~	~~Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the~~
---	---
~~489~~	~~appointment of a sole arbitrator.~~
---	---
~~490~~	~~In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the~~
---	---
~~491~~	~~parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure~~
---	---
~~492~~	~~current at the time when the arbitration proceedings are commenced.~~
---	---
~~493~~	~~(b)*~~	~~This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the~~
---	---	---
~~494~~	~~Maritime Law of the United States and any dispute arising out of or in connection with this Contract shall be~~
---	---
~~495~~	~~referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the~~
---	---
~~496~~	~~two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any~~
---	---
~~497~~	~~award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be~~
---	---
~~498~~	~~conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.~~
---	---
~~499~~	~~In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the~~
---	---
~~500~~	~~parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure~~
---	---
~~501~~	~~of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced.~~
---	---
~~502~~	~~(c)*~~	~~This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by~~
---	---	---
~~503~~	~~the parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a~~
---	---
~~504~~	~~mutually agreed place, subject to the procedures applicable there.~~
---	---
~~505~~	~~(d)~~	~~Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference~~
---	---	---
~~506~~	~~and/or dispute arising out of or in connection with this Contract.~~
---	---
~~507~~	~~In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the~~
---	---
~~508~~	~~following shall apply:~~
---	---
~~509~~	~~(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation~~
---	---
~~510~~	~~by service on the other party of a written notice (the “Mediation Notice”) calling on the other party to agree to~~
---	---
~~511~~	~~mediation.~~
---	---
~~512~~	~~(ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they~~
---	---
~~513~~	~~agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days,~~
---	---
~~514~~	~~failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal~~
---	---
~~515~~	~~(“the Tribunal”) or such person as the Tribunal may designate for that purpose. The mediation shall be conducted~~
---	---
~~516~~	~~in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event~~
---	---
~~517~~	~~of disagreement, as may be set by the mediator.~~
---	---
~~518~~	~~(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and~~
---	---
~~519~~	~~may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.~~
---	---
~~520~~	~~(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers~~
---	---
~~521~~	~~necessary to protect its interest.~~
---	---
~~522~~	~~(v) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall~~
---	---
~~523~~	~~continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account~~
---	---

PART II

~~524~~	~~when setting the timetable for steps in the arbitration.~~
~~525~~	~~(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in~~
---	---
~~526~~	~~the mediation and the parties shall share equally the mediator’s costs and expenses.~~
---	---
~~527~~	~~(vii) The mediation process shall be without prejudice and confidential and no information or documents~~
---	---
~~528~~	~~disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law~~
---	---
~~529~~	~~and procedure governing the arbitration.~~
---	---
~~530~~	~~(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)~~
---	---
~~531~~	~~(e)~~	~~If Box 35 in Part I is not appropriately filled in, sub-clause 30(a) of this Clause shall apply. Sub-clause 30(d) shall~~
---	---	---
~~532~~	~~apply in all cases.~~
---	---
~~533~~	~~*Sub-clauses 30(a), 30(b) and 30(c) are alternatives; indicate alternative agreed in Box 35.~~
---	---
534	31.	Notices (See Clause 44 (Notices))
---	---	---
~~535~~	~~(a)~~	~~Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex,~~
---	---	---
~~536~~	~~registered or recorded mail or by personal service.~~
---	---
~~537~~	~~(b)~~	~~The address of the Parties for service of such communication shall be as stated in Boxes 3 and 4 respectively.~~
---	---	---

PART III

~~1~~	~~1.~~	~~Specifications and Building Contract~~
~~2~~	~~(a)~~	~~The Vessel shall be constructed in accordance with the Building Contract (hereafter called “the Building Contract”)~~
---	---	---
~~3~~	~~as annexed to this Charter, made between the Builders and the Owners and in accordance with the specifications~~
---	---
~~4~~	~~and plans annexed thereto, such Building Contract, specifications and plans having been counter-signed as~~
---	---
~~5~~	~~approved by the Charterers.~~
---	---
~~6~~	~~(b)~~	~~No change shall be made in the Building Contract or in the specifications or plans of the Vessel as approved by~~
---	---	---
~~7~~	~~the Charterers as aforesaid, without the Charterers’ consent.~~
---	---
~~8~~	~~(c)~~	~~The Charterers shall have the right to send their representative to the Builders’ Yard to inspect the Vessel during~~
---	---	---
~~9~~	~~the course of her construction to satisfy themselves that construction is in accordance with such approved~~
---	---
~~10~~	~~specifications and plans as referred to under sub-clause (a) of this Clause.~~
---	---
~~11~~	~~(d)~~	~~The Vessel shall be built in accordance with the Building Contract and shall be of the description set out therein.~~
---	---	---
~~12~~	~~Subject to the provisions of sub-clause 2(c)(ii) hereunder, the Charterers shall be bound to accept the Vessel from~~
---	---
~~13~~	~~the Owners, completed and constructed in accordance with the Building Contract, on the date of delivery by the~~
---	---
~~14~~	~~Builders. The Charterers undertake that having accepted the Vessel they will not thereafter raise any claims~~
---	---
~~15~~	~~against the Owners in respect of the Vessel’s performance or specification or defects, if any.~~
---	---
~~16~~	~~Nevertheless, in respect of any repairs, replacements or defects which appear within the first 12 months from~~
---	---
~~17~~	~~delivery by the Builders, the Owners shall endeavour to compel the Builders to repair, replace or remedy any~~
---	---
~~18~~	~~defects or to recover from the Builders any expenditure incurred in carrying out such repairs, replacements or~~
---	---
~~19~~	~~remedies.~~
---	---
~~20~~	~~However, the Owners’ liability to the Charterers shall be limited to the extent the Owners have a valid claim~~
---	---
~~21~~	~~against the Builders under the guarantee clause of the Building Contract (a copy whereof has been supplied to~~
---	---
~~22~~	~~the Charterers). The Charterers shall be bound to accept such sums as the Owners are reasonably able to recover~~
---	---
~~23~~	~~under this Clause and shall make no further claim on the Owners for the difference between the amount(s) so~~
---	---
~~24~~	~~recovered and the actual expenditure on repairs, replacement or remedying defects or for any loss of time~~
---	---
~~25~~	~~incurred.~~
---	---
~~26~~	~~Any liquidated damages for physical defects or deficiencies shall accrue to the account of the party stated in Box~~
---	---
~~27~~	~~41(a) or if not filled in shall be shared equally between the parties.~~
---	---
~~28~~	~~The costs of pursuing a claim or claims against the Builders under this Clause (including any liability to the Builders)~~
---	---
~~29~~	~~shall be borne by the party stated in Box 41(b) or if not filled in shall be shared equally between the parties.~~
---	---
~~30~~	~~2.~~	~~Time and Place of Delivery~~
---	---	---
~~31~~	~~(a)~~	~~Subject to the Vessel having completed her acceptance trials including trials of cargo equipment in accordance~~
---	---	---
~~32~~	~~with the Building Contract and specifications to the satisfaction of the Charterers, the Owners shall give and the~~
---	---
~~33~~	~~Charterers shall take delivery of the Vessel afloat when ready for delivery and properly documented at the~~
---	---
~~34~~	~~Builders’ Yard or some other safe and readily accessible dock, wharf or place as may be agreed between the~~
---	---
~~35~~	~~parties hereto and the Builders. Under the Building Contract the Builders have estimated that the Vessel will be~~
---	---
~~36~~	~~ready for delivery to the Owners as therein provided but the delivery date for the purpose of this Charter shall~~
---	---
~~37~~	~~be the date when the Vessel is in fact ready for delivery by the Builders after completion of trials whether that~~
---	---
~~38~~	~~be before or after as indicated in the Building Contract. The Charterers shall not be entitled to refuse acceptance~~
---	---
~~39~~	~~of delivery of the Vessel and upon and after such acceptance, subject to Clause 1(d), the Charterers shall not be~~
---	---
~~40~~	~~entitled to make any claim against the Owners in respect of any conditions, representations or warranties,~~
---	---
~~41~~	~~whether express or implied, as to the seaworthiness of the Vessel or in respect of delay in delivery.~~
---	---

PART III

~~42~~	~~(b)~~	~~If for any reason other than a default by the Owners under the Building Contract, the Builders become entitled~~
~~43~~	~~under that Contract not to deliver the Vessel to the Owners, the Owners shall upon giving to the Charterers~~
---	---
~~44~~	~~written notice of Builders becoming so entitled, be excused from giving delivery of the Vessel to the Charterers~~
---	---
~~45~~	~~and upon receipt of such notice by the Charterers this Charter shall cease to have effect.~~
---	---
~~46~~	~~(c)~~	~~If for any reason the Owners become entitled under the Building Contract to reject the Vessel the Owners shall,~~
---	---	---
~~47~~	~~before exercising such right of rejection, consult the Charterers and thereupon~~
---	---
~~48~~	~~(i) if the Charterers do not wish to take delivery of the Vessel they shall inform the Owners within seven (7)~~
---	---
~~49~~	~~running days by notice in writing and upon receipt by the Owners of such notice this Charter shall cease~~
---	---
~~50~~	~~to have effect; or~~
---	---
~~51~~	~~(ii) if the Charterers wish to take delivery of the Vessel they may by notice in writing within seven (7)~~
---	---
~~52~~	~~running days require the Owners to negotiate with the Builders as to the terms on which delivery should~~
---	---
~~53~~	~~be taken and/or refrain from exercising their right to rejection and upon receipt of such notice the~~
---	---
~~54~~	~~Owners shall commence such negotiations and/ or take delivery of the Vessel from the Builders and~~
---	---
~~55~~	~~deliver her to the Charterers;~~
---	---
~~56~~	~~(iii) in no circumstances shall the Charterers be entitled to reject the Vessel unless the Owners are able to~~
---	---
~~57~~	~~reject the Vessel from the Builders;~~
---	---
~~58~~	~~(iv) if this Charter terminates under sub-clause (b) or (c) of this Clause, the Owners shall thereafter not be~~
---	---
~~59~~	~~liable to the Charterers for any claim under or arising out of this Charter or its termination.~~
---	---
~~60~~	~~(d)~~	~~Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing a~~
---	---	---
~~61~~	~~claim therefor shall accrue to the account of the party stated in Box 41(c) or if not filled in shall be shared~~
---	---
~~62~~	~~equally between the parties.~~
---	---
~~63~~	~~3.~~	~~Guarantee Works~~
---	---	---
~~64~~	~~If not otherwise agreed, the Owners authorise the Charterers to arrange for the guarantee works to be~~
---	---
~~65~~	~~performed in accordance with the building contract terms, and hire to continue during the period of guarantee~~
---	---
~~66~~	~~works. The Charterers have to advise the Owners about the performance to the extent the Owners may request.~~
---	---
~~67~~	~~4.~~	~~Name of Vessel~~
---	---	---
~~68~~	~~The name of the Vessel shall be mutually agreed between the Owners and the Charterers and the Vessel shall be~~
---	---
~~69~~	~~painted in the colours, display the funnel insignia and fly the house flag as r~~~~equired by the Charterers.~~
---	---
~~70~~	~~5.~~	~~Survey on Redelivery~~
---	---	---
~~71~~	~~The Owners and the Charterers shall appoint surveyors for the purpose of determining and agreeing in writing~~
---	---
~~72~~	~~the condition of the Vessel at the time of redelivery.~~
---	---
~~73~~	~~Without prejudice to Clause 15 (Part II), the Charterers shall bear all survey expenses and all other costs, if any,~~
---	---
~~74~~	~~including the cost of docking and undocking, if required, as well as all repair costs incurred. The Charterers shall~~
---	---
~~75~~	~~also bear all loss of time spen~~~~t in connection with any docking and undocking as well as repairs, which shall be~~
---	---
~~76~~	~~paid at the rate of hire per day or pro rata.~~
---	---

PART IV

~~1~~	~~On expiration of this Charter and provided the Charterers have fulfilled their obligations according to Part I and~~
~~2~~	~~II as well as Part III, if applicable, it is agreed, that on payment of the final payment of hire as per Clause 11 the~~
---	---
~~3~~	~~Charterers have purchased the Vessel with everything belonging to her and the Vessel is fully paid for.~~
---	---
~~4~~	~~In the following paragraphs the Owners are referred to as the Sellers and the Charterers as the Buyers.~~
---	---
~~5~~	~~The Vessel shall be delivered by the Sellers and taken over by the Buyers on expiration of the Charter.~~
---	---
~~6~~	~~The Sellers guarantee that the Vessel, at the time of delivery, is free from all encumbrances and maritime liens~~
---	---
~~7~~	~~or any debts whatsoever other than those arising from anything done or not done by the Buyers or any existing~~
---	---
~~8~~	~~mortgage agreed not to be paid off by the time of delivery. Should any claims, which have been incurred prior to~~
---	---
~~9~~	~~the time of delivery be made against the Vessel, the Sellers hereby undertake to indemnify the Buyers against all~~
---	---
~~10~~	~~consequences of such claims to the extent it can be proved that the Sellers are responsible for such claims. Any~~
---	---
~~11~~	~~taxes, notarial, consular and other charges and expenses connected with the purchase and registration under~~
---	---
~~12~~	~~Buyers’ flag, shall be for Buyers’ account. Any taxes, consular and other charges and expenses connected with~~
---	---
~~13~~	~~closing of the Sellers’ register, shall be for Sellers’ account.~~
---	---
~~14~~	~~In exchange for payment of the last month’s hire instalment the Sellers shall furnish the Buyers with a Bill of Sale~~
---	---
~~15~~	~~duly attested and legalized, together with a certificate setting out the registered encumbrances, if any. On~~
---	---
~~16~~	~~delivery of the Vessel the Sellers shall provide for deletion of the Vessel from the Ship’s Register and deliver a~~
---	---
~~17~~	~~certificate of deletion to the Buyers.~~
---	---
~~18~~	~~The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates (for hull, engines, anchors,~~
---	---
~~19~~	~~chains, etc.), as well as all plans which may be in Sellers’ possession.~~
---	---
~~20~~	~~The Wireless Installation and Nautical Instruments, unless on hire, shall be included in the sale without any extra~~
---	---
~~21~~	~~payment.~~
---	---
~~22~~	~~The Vessel with everything belonging to her shall be at Sellers’ risk and expense until she is delivered to the~~
---	---
~~23~~	~~Buyers, subject to the conditions of this Contract and the Vessel with everything belonging to her shall be~~
---	---
~~24~~	~~delivered and taken over as she is at the time of delivery, after which the Sellers shall have no responsibility for~~
---	---
~~25~~	~~possible faults or deficiencies of any description.~~
---	---
~~26~~	~~The Buyers undertake to pay for the repatriation of the Master, officers and other personnel if appointed by the~~
---	---
~~27~~	~~Sellers to the port where the Vessel entered the Bareboat Charter as per Clause 3 (Part II) or to pay the equivalent~~
---	---
~~28~~	~~cost for their journey to any other place.~~
---	---

PART V

~~1.~~	~~1.~~	~~Definitions~~
~~2~~	~~For the purpose of this PART V, the following terms shall have the meanings hereby assigned to them:~~
---	---
~~3~~	~~“The Bareboat Charter Registry” shall mean the registry of the State whose flag the Vessel will fly and in which~~
---	---
~~4~~	~~the Charterers are registered as the bareboat charterers during the period of the Bareboat Charter.~~
---	---
~~5~~	~~“The Underlying Registry” shall mean the registry of the state in which the Owners of the Vessel are registered~~
---	---
~~6~~	~~as Owners and to which jurisdiction and c~~~~ontrol of the Vessel will revert upon termination of the Bareboat~~
---	---
~~7~~	~~Charter Registration.~~
---	---
~~8~~	~~2.~~	~~Mortgage~~
---	---	---
~~9~~	~~The Vessel chartered under this Charter is financed by a mortgage and the provisions of Clause 12(b) (Part II)~~
---	---
~~10~~	~~shall apply.~~
---	---
~~11~~	~~3.~~	~~Termination of Charter by Default~~
---	---	---
~~12~~	~~If the Vessel chartered under this Charter is registered in a Bareboat Charter Registry as stated in Box 44, and if~~
---	---
~~13~~	~~the Owners shall default in the payment of any amounts due under the mortgage(s) specified in Box 28, the~~
---	---
~~14~~	~~Charterers shall, if so required by the mortgagee, direct the Owners to re-register the Vessel in the Underlying~~
---	---
~~15~~	~~Registry as shown in Box 45.~~
---	---
~~16~~	~~In the event of the Vessel being deleted from the Bareboat Charter Registry as stated in Box 44, due to a default~~
---	---
~~17~~	~~by the Owners in the payment of any amounts due under the mortgage(s), the Charterers shall have the right to~~
---	---
~~18~~	~~terminate this Charter forthwith and without prejudice to any other claim they may have against the Owners~~
---	---
~~19~~	~~under this Charter.~~
---	---

EXECUTION VERSION

ADDITIONAL CLAUSES TO BARECON 2001 DATED ___________________ 2025

CLAUSE 32 – CHARTER PERIOD

32.1	The period of this Charter (the "Charter Period") shall, subject to the terms of this Charter, continue for a period of one hundred and twenty (120) months starting from the<br> Commencement Date.
32.2	Notwithstanding the fact that the Charter Period shall commence on the Commencement Date, this Charter shall be:
---	---
(a)	in full force and effect; and
---	---
(b)	valid, binding and enforceable against the parties hereto, with effect from the date hereof until the end of the Charter Period (subject to the terms of this Charter).
---	---

CLAUSE 33 – CANCELLATION

33.1	If:
(a)	the Vessel is not delivered by the Charterers as sellers to the Owners as buyers under the MOA by the Cancelling Date (or such later date as the parties to the MOA may agree); or
---	---
(b)	the MOA expires, is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason (in whole or in part), then this Charter shall immediately terminate and be<br> cancelled (without prejudice to Clause 54 – (Indemnities) and without the need for either the Owners or the Charterers to take any action whatsoever), provided that the Owners shall be entitled to<br> retain all fees and expenses paid by the Charterers pursuant to Clause 42 – (Fees and Expenses) (and without prejudice to Clause 42 – (Fees and Expenses) and<br> any clause of the MOA, if such fees have not been paid, the Charterers shall forthwith pay such fees and expenses to the Owners in accordance with Clause 42 – (Fees and Expenses) and such payment shall<br> be irrevocable and unconditional and is acknowledged by the Charterers to be proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners' risk of the Charterers failing to perform its<br> obligations under this Charter. For the avoidance of doubt, the termination of this Charter shall not prejudice the operation of any provision of any Leasing Document which is expressed to survive the termination or cancellation of this<br> Charter).
---	---

CLAUSE 34 – DELIVERY AND CHARTER OF VESSEL

34.1	This Charter is part of a transaction involving the sale, purchase and charter back of the Vessel and constitutes one of the Leasing Documents.
1
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

34.2	The obligation of the Owners to charter the Vessel to the Charterers hereunder is subject to and conditional upon:
(a)	the delivery to and acceptance by the Owners as buyers of the Vessel under the MOA;
---	---
(b)	the delivery of the Vessel by the Existing Owner to the Existing Charterer of the Vessel under the Existing BBC;
---	---
(c)	no Potential Termination Event or Termination Event having occurred which is continuing from the date of this Charter to the last day of the Charter Period (inclusive);
---	---
(d)	the representations and warranties contained in Clause 45 – (Representations and Warranties) being true and correct on the date hereof and each day thereafter until and<br> including the last date of the Charter Period;
---	---
(e)	the Delivery occurring on or before the Cancelling Date; and
---	---
(f)	the Owners having received from the Charterers:
---	---
(i)	prior to the issuance of the Payment Notice by the Charterers (in their capacity as sellers under the MOA) to the Owners (in their capacity as buyers under the MOA), the documents or evidence set out in Part A of<br> Schedule 2 in form and substance satisfactory to them; and
---	---
(ii)	on the Commencement Date and prior to or simultaneously with the Owners executing a dated and timed copy of the protocol of delivery and acceptance evidencing delivery of the Vessel under the MOA and a dated and<br> timed copy of the Acceptance Certificate, the documents or evidence set out in Part B of Schedule 2 in form and substance satisfactory to them, and if any of the documents listed in Schedule 2 are not in the English language then, where<br> required by the Owners, they shall be accompanied by a certified English translation.
---	---
34.3	The conditions precedent specified in Clause 34.2(f) are inserted for the sole benefit of the Owners and may be waived or deferred in whole or in part and with or without conditions by the Owners.
---	---
34.4	(i) On the delivery of the Vessel by the Existing Owner to the Existing Charterer under the Existing BBC and (ii) on the delivery to and acceptance by the Owners (in their capacity as buyers) of the Vessel from the<br> Charterers (in their capacity as sellers) under the MOA, the Vessel shall be deemed to have been delivered to, and accepted without reservation by, the Charterers under this Charter and the Charterers shall become and be entitled to the<br> possession and use of the Vessel on and subject to the terms and conditions of this Charter on the same day as the delivery date of the Vessel under the MOA.
---	---
34.5	On Delivery, as evidence of the commencement of the Charter Period, the Charterers shall sign and deliver to the Owners, the Acceptance Certificate. The Charterers shall be deemed to have accepted the Vessel under<br> this Charter, and the commencement of the Charter Period having started, on Delivery even if, for whatever reason, the Acceptance Certificate is not signed and/or the Charterers do not take actual possession of the Vessel at that time.
---	---
2
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

34.6	The Charterers shall not be entitled for any reason whatsoever to refuse to accept delivery of the Vessel under this Charter once the Vessel has been delivered to and accepted by the Owners (in their capacity as<br> buyers) from the Charterers (in their capacity as sellers) under the MOA, and the Owners shall not be liable for any losses, costs or expenses whatsoever or howsoever arising including without limitation, any loss of profit or any loss or<br> otherwise:
(a)	resulting directly or indirectly from any defect or alleged defect in the Vessel (including but not limited to any deficiency in seaworthiness, merchantability, classification, condition, design, quality, operation,<br> performance, capacity or fitness for use or the eligibility of the Vessel for any particular trade or operation) or any failure of the Vessel; or
---	---
(b)	arising from any delay in the commencement of the Charter Period or any failure of the Charter Period to commence.
---	---
34.7	The Owners shall not be obliged to deliver the Vessel to the Charterers with any bunkers and unused lubricating oils and hydraulic oils and greases in storage tanks and unopened drums of the Vessel except for such<br> items which are already on the Vessel on Delivery. The Owners shall not be responsible for the fitness, quality or quantity of any such bunkers and unused lubricating oils and hydraulic oils and greases and the Charterers shall make no claim<br> against Owners in respect of the same.
---	---
34.8	The Charterers shall procure receipt by the Owners of the conditions subsequent set out in Part C of Schedule 2 in a form and substance satisfactory to the Owners within the time periods permitted therein.
---	---

CLAUSE 35 – QUIET ENJOYMENT

(a)	if requested by the Charterers (upon receipt of a demand from any third party Approved Sub-charterer), a quiet enjoyment to be entered between the Owners, the Charterers and such Approved Sub-charterer on such terms<br> as may be agreed between the relevant parties, all acting reasonably; and
(b)	any Mortgagee shall execute and deliver to the Charterers a quiet enjoyment letter in favour of the Charterers in a form mutually acceptable to the Mortgagee and the Charterer.
---	---

CLAUSE 36 – CHARTERHIRE AND ADVANCE CHARTERHIRE

36.1	In consideration of the Owners agreeing to charter the Vessel to the Charterers under this Charter at the request of the Charterers, the Charterers hereby irrevocably and unconditionally agree to pay to the Owners<br> the Charterhire, the Advance Charterhire and all other amounts payable under this Charter in accordance with the terms of this Charter.
36.2	The Charterers shall pay to the Owners on the Commencement Date, an amount which is equal to the difference between the Purchase Price and the Financing Amount as of the Commencement Date (the "Advance Charterhire").
---	---
36.3	The Charterers shall be deemed to have paid the Advance Charterhire to the Owners on the Commencement Date by the Owners (as buyers under the MOA) setting off an amount equal to the Advance Charterhire against a<br> corresponding amount of the Purchase Price payable by the Owners to the Charterers (as sellers) under the MOA.
---	---
3
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

36.4	The Advance Charterhire shall not bear interest and shall be non-refundable.
36.5	Following Delivery and commencing from the Commencement Date, the Charterers shall pay the Charterhire in arrears in monthly instalments on each Payment Date. Each instalment shall consist of:
---	---
(a)	subject to any prepayment made in accordance with Clause 46.1(x)(ii)(1), a capital element of Charterhire (the "Fixed Charterhire") which shall be:
---	---
(i)	if the Prepositioning Date occurs in the calendar year 2025, an amount equal to:
---	---
(A)	in relation to the first (1^st^) to the one hundred nineteenth (119^th^) instalments (both inclusive), US$183,333 ("Original Fixed Charterhire A"); and
---	---
(B)	in relation to the one hundred twentieth (120^th^) instalment, US$183,373 ("Original Fixed Charterhire B"); and
---	---
(ii)	if the Prepositioning Date occurs in the calendar year 2026, an amount to be calculated as follows:
---	---
(A)	in relation to the first (1^st^) to the one hundred nineteenth (119^th^) instalments (both inclusive), Original Fixed Charterhire A x Adjustment Value; and
---	---
(B)	in relation to the one hundred twentieth (120^th^) instalment, Original Fixed Charterhire B x<br> Adjustment Value.
---	---
(b)	a variable element of Charterhire (the "Variable Charterhire") which shall be calculated by applying the applicable Interest Rate to the Outstanding Capital Balance on the<br> immediately preceding Payment Date (or, in the case of the first instalment only, on the Commencement Date) for the relevant Hire Period ending on the relevant Payment Date by reference to the actual number of days elapsed.
---	---
36.5A	For the purposes of determining the Variable Charterhire:
---	---
(a)	if no Term SOFR is available for any relevant Hire Period the applicable Reference Rate shall be the Interpolated Term SOFR for a period equal in length to for that Hire Period;
---	---
(b)	If no Term SOFR is available for any relevant Hire Period and it is not possible to calculate the Interpolated Term SOFR, the applicable Reference Rate shall be the Historic Term SOFR;
---	---
(c)	if paragraph (b) above applies but no Historic Term SOFR is available for any relevant Hire Period, the applicable Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to that<br> Hire Period; and
---	---
(d)	if paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Term SOFR, there shall be no Reference Rate for that Hire Period and Clause 37.3 shall apply for that Hire Period.
---	---
4
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

36.6	Charterhire shall be payable in arrears on the tenth (10^th^) day of the calendar month following the month in which the preceding<br> Payment Date falls, save that:
(a)	the first instalment of Charterhire shall fall on the tenth (10^th^) day of the calendar month following the month in which the<br> Commencement Date falls (the "First Payment Date"); and
---	---
(b)	the final instalment of Charterhire shall fall on the last day of the Charter Period, such that there is a total of one hundred and twenty (120) Payment Dates during the Charter Period (each, a "Payment Date").
---	---
36.7	Payment of Charterhire on any Payment Date shall be made in same day available funds and received by the Owners by not later than 4.00 pm (Beijing time). Any payment of Charterhire which is due to be made on a<br> Payment Date which is not also a Business Day shall be made on the preceding Business Day instead.
---	---
36.8	Time of payment of the Charterhire and any other payments by the Charterers under this Charter shall be of the essence of this Charter.
---	---
36.9	All payments of the Charterhire and any other moneys payable hereunder shall be made in Dollars.
---	---
36.10	All payments of the Charterhire and any other moneys payable hereunder shall be payable by the Charterers to the Owners' designated bank account as the Owners may notify the Charterers in writing from time to time.
---	---
36.11	Payment of the Charterhire and any other amounts under this Charter shall be at the Charterers' risk until receipt by the Owners.
---	---
36.12	The Vessel shall not at any time be deemed off-hire and the Charterers' obligation to pay the Charterhire and any other amounts payable in this Charter (including but not<br> limited to the Termination Sum) in Dollars shall be absolute and unconditional under any and all circumstances and shall not be affected by any circumstances of any nature whatsoever including but not limited to:
---	---
(a)	(except in the case of the Advance Charterhire) any set off, counterclaim, recoupment, defence, claim or other right which the Charterers may at any time have against the Owners or any other person for any reason<br> whatsoever including, without limitation, any act, omission or breach on the part of the Owners under this Charter or any other agreement at any time existing between the Owners and the Charterers;
---	---
(b)	any change, extension, indulgence or other act or omission in respect of any indebtedness or obligation of the Charterers, or any sale, exchange, release or surrender of, or other dealing in, any security for any<br> such indebtedness or obligation;
---	---
(c)	any title defect or encumbrance or any dispossession of the Vessel by title paramount or otherwise;
---	---
(d)	any defect in the seaworthiness, condition, value, design, merchantability, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade, or for registration or<br> documentation under the laws of any relevant jurisdiction;
---	---
5
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(e)	the Total Loss or any damage to or forfeiture or court marshall's or other sale of the Vessel if the Termination Sum or any part thereof remains due;
(f)	any libel, attachment, levy, detention, sequestration or taking into custody of the Vessel or any restriction or prevention of or interference with or interruption or cessation in, the use or possession thereof by<br> the Charterers unless for such period where such arrest, detention or seizure is solely attributable to the fault of the Owners;
---	---
(g)	any insolvency, bankruptcy, reorganization, arrangement, readjustment, dissolution, liquidation or similar proceedings by or against the Charterers and any other Relevant Person;
---	---
(h)	any invalidity, unenforceability, lack of due authorization or other defects, or any failure or delay in performing or complying with any of the terms and provisions of this Charter or any of the Leasing Documents<br> by any party to this Charter or any other person;
---	---
(i)	any enforcement or attempted enforcement by the Owners of their rights under this Charter or any of the Leasing Documents executed or to be executed pursuant to this Charter;
---	---
(j)	any loss of use of the Vessel due to deficiency or default or strike of officers or crew, fire, breakdown, damage, accident, defective cargo or any other cause which would or might but for this provision have the<br> effect of terminating or in any way affecting any obligation of the Charterers under this Charter; or
---	---
(k)	any prevention, delay, deviation or disruption in the use of the Vessel resulting from the wide outbreak of any viruses or any other highly infectious or contagious diseases (including the 2019 novel coronavirus),<br> including but not limited to those caused by:
---	---
(i)	closure of ports;
---	---
(ii)	prohibitions or restrictions against the Vessel calling at or passing through certain ports;
---	---
(iii)	restriction in the movement of personnel and/or shortage of labour affecting the operation of the Vessel or the operation of the ports (including stevedoring operations);
---	---
(iv)	quarantine regulations affecting the Vessel, its cargo, the crew members or relevant port personnel;
---	---
(v)	fumigation or cleaning of the Vessel; or
---	---
(vi)	any claims raised by any Sub-charterer or manager of the Vessel that a force majeure event or termination event (or any other analogous event howsoever called) has occurred under the relevant charter agreement or<br> management agreement (as the case may be) of the Vessel as a result of the outbreak of such viruses.
---	---
6
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

36.13	All stamp duty, value added tax (for the avoidance of doubt, including without limitation, goods and services tax), withholding or other taxes and import and export duties and all other similar types of charges<br> which may be levied or assessed on or in connection with:
(a)	the operation of this Charter in respect of the hire and all other payments to be made pursuant to this Charter and the remittance thereof to the Owners; and
---	---
(b)	the import, export, purchase, operation, delivery and re-delivery of the Vessel, shall be borne by the Charterers. The Charterers shall pay, if applicable, value added tax and other similar tax levied on any<br> Charterhire and other payments payable under this Charter by addition to, and at the time of payment of, such amounts. If any such taxes arise as a result of (i) the Owners being incorporated in Hong Kong and (ii) the introduction or<br> alteration after the date of this Charter of a law in Hong Kong or an alteration after the date of this Charter in the manner in which a law in Hong Kong is interpreted or applied (the "Tax Changes"),<br> and after the Owners and the Charterers having exercised reasonable endeavours to mitigate the effect of the Tax Changes (at the cost of the Charterers) following notification from the Owners to the Charterers regarding the occurrence of the<br> Tax Changes such Tax Changes continue to have the same effect, the Charterers shall have the option to pay the Mandatory Sale Price to the Owners within thirty (30) days following such notice by the Owners, and this Charter shall terminate in<br> accordance with the procedures set out in Clause 50.4.
---	---

CLAUSE 37 – CHANGES TO INTEREST RATE, DEFAULT INTEREST

37.1	If, before the Reporting Time, the Owners determine (which determination shall be conclusive and binding) that their cost of funds relating to the then prevailing Outstanding Capital Balance or any part thereof<br> would be in excess of the Market Disruption Rate, the Owners shall promptly notify the Charterers accordingly and Clause 37.3 below shall apply to the prevailing Outstanding Capital Balance or any part thereof<br> for that Hire Period.
37.2	Immediately following the notification referred to in Clause 37.1 above, if the Owners and Charterers so require, the Owners and the Charterers shall negotiate in good faith (for a period not more than thirty (30)<br> days) with a view to agreeing upon a substitute basis for determining the applicable Interest Rate for that Hire Period. Subject to Clause 37.4, any substitute or alternative basis agreed pursuant to this Clause shall, with the prior written<br> consent of the Parties, be binding on the Parties.
---	---
37.3	If:
---	---
(a)	this Clause 37.3 applies pursuant to Clause 36.5A and Clause 37.1; or
---	---
(b)	a substitute basis is not so requested and/or agreed pursuant to Clause 37.2 above; or
---	---
(c)	the amendment or waiver to the terms of the Leasing Documents is not so agreed pursuant to Clause 37.4, the applicable Interest Rate shall be the percentage rate per annum<br> which is the sum of:
---	---
(i)	the Margin, and
---	---
(ii)	the cost of funds certified and notified by the Owners, with relevant supporting evidence available to the Owners at the relevant time (expressed as an annual rate of interest) relating to the then prevailing<br> Outstanding Capital Balance or any part thereof during the relevant Hire Period (as reasonably determined by the Owners), provided that if the rate pursuant to (ii) above is less than zero, the relevant rate shall be deemed to be zero. It is<br> hereby agreed that the Charterers shall have the option to pay the Mandatory Sale Price to the Owners within thirty (30) days following such notice by the Owners pursuant to this Clause 37.3, and this Charter shall terminate in accordance<br> with the procedures set out in Clause 50.4.<br><br> <br><br><br> <br>If this Clause 37.3 applies pursuant to Clause 37.1 and the Owners do not notify a Funding Rate to the Charterers by the Reporting Time, the Owners' cost of funds relating to that<br> portion of the Outstanding Capital Balance for that Hire Period shall be deemed, for the purposes of Clause 37.3(c)(ii) above, to be the Market Disruption Rate.
---	---
7
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

37.4	If a Published Rate Replacement Event has occurred in relation to any Published Rate for dollars, the Owners are entitled to make any amendment or waiver to the terms of the Leasing Documents with the consent of the<br> Charterers (at the Charterers' cost) which relates to:
(a)	providing for the use of a Replacement Reference Rate in relation to Dollars in place of (or in addition to) that Published Rate; and
---	---

(b)

(i)	aligning any provision of any Leasing Document to the use of that Replacement Reference Rate;
(ii)	enabling that Replacement Reference Rate to be used for the calculation of the Interest Rate under this Charter (including, without limitation, any consequential changes required to enable that Replacement Reference<br> Rate to be used for the purposes of this Charter);
---	---
(iii)	implementing market conventions applicable to that Replacement Reference Rate;
---	---
(iv)	providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
---	---
(v)	adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate<br> (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that<br> designation, nomination or recommendation), and pending any such amendment or waiver and the Replacement Reference Rate being utilised under the Leasing Documents to calculate the Interest Rate, Clause 37.3 shall apply to the calculation of<br> the Interest Rate.
---	---
37.5	If the Charterers fail to make any payment due under this Charter on the due date, they shall pay additional interest on such late payment at a rate which is equal to two per cent. (2%) per annum above the<br> applicable Interest Rate for the relevant Hire Period which shall apply prior to, during or following Delivery and shall accrue on a daily basis from the date on which such payment became due up to and excluding the date of payment thereof, and the Charterers and the Owners agree that such default rate is proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners'<br> risk of the Charterers failing to perform its obligations under this Charter.
---	---
8
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

37.6	All interest (including default interest) and any other payments under this Charter which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of<br> days elapsed and a three hundred and sixty (360) days' year.

CLAUSE 38 – POSSESSION OF VESSEL

38.1	The Charterers shall not, without the prior written consent of the Owners, assign, mortgage or pledge the Vessel or any interest therein, its Earnings, Insurances and/or any Requisition Compensation and shall not<br> permit the creation or existence of any Security Interest thereon (including for any monies paid in advance and not earned, and for any claims for damages arising from any breach by the Owners of this Charter and other amounts due to the Charterers under this Charter) except for the Permitted Security Interests.
38.2	The Charterers shall promptly notify any party (including, without limitation, the Initial Sub-charterer or any other Sub-charterer of the Vessel) (as the Owners may request) in writing that the Vessel is the<br> property of the Owners and the Charterers shall provide the Owners with a copy of such written notification and satisfactory evidence to the opinion of the Owners that such party has received such written notification.
---	---
38.3	Subject to Clause 38.4, if the Vessel is arrested, seized, impounded, forfeited, detained or taken out of their possession or control (whether or not pursuant to any distress, execution or other legal process), the<br> Charterers shall procure the immediate release of the Vessel (whether by providing bail or procuring the provision of security or otherwise do such lawful things as the circumstances may require) and shall immediately notify the Owners of<br> such event and shall indemnify the Owners against all losses, costs or charges incurred by the Owners by reason thereof in re-taking possession or otherwise in re-acquiring the Vessel. Without prejudice to the generality of the foregoing and<br> Clause 53 – (Sale of the Vessel), the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the master, officers or agents signing bills of lading or other<br> documents.
---	---
38.4	If the Vessel is arrested, seized, impounded, forfeited or otherwise detained solely because of the Owners' direct actions or omissions and for reasons which are not in any part of a consequence of contributory<br> negligence and/or wilful misconduct of any Sub-charterer, a Relevant Person or any other member of the Group (or its affiliates), the Owners shall at their own expense take all reasonable steps to procure that the Vessel is released within a<br> reasonable time.
---	---
38.5	The Charterers shall pay and discharge or cause the Initial Sub-charterer or any other Sub-charterer of the Vessel to pay and discharge all obligations and liabilities whatsoever which have given or may give rise to<br> liens on or claims enforceable against the Vessel. The Charterers shall take all steps to prevent (and shall procure that any Sub-charterer shall take all steps to prevent) an arrest (threatened or otherwise) of the Vessel.
---	---

CLAUSE

  39 – INSURANCE

39.1	The Charterers shall procure that the insurances for the Vessel are effected:
9
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(a)	in Dollars;
(b)	in the case of fire and usual hull and machinery, marine risks and war risks (including blocking and trapping), on an agreed value basis of at least the higher of (i) the prevailing Market Value of the Vessel at the<br> relevant time or (ii) one hundred and twenty per cent (120%) of the then prevailing Outstanding Capital Balance;
---	---
(c)	in the case of oil pollution liability risks for the Vessel, for an aggregate amount equal to the higher of (i) the highest level of cover from time to time available under protection and indemnity club entry and in<br> the international marine insurance market and (ii) an amount of not less than $1,000,000,000;
---	---
(d)	in the case of protection and indemnity risks, in respect of the full tonnage of the Vessel and with a protection and indemnity club which is a member of the International Group of Protection and Indemnity Clubs;
---	---
(e)	with first class international insurers and/or underwriters acceptable to the Owners and having a Standard & Poor's rating of BBB+ or above, a Moody's rating of A or above or an AM Best rating of A- or above or<br> otherwise acceptable to the Owners or, in the case of war risks through a protection and indemnity club which meets the requirements of paragraph (d) above; and
---	---
(f)	on terms and in form acceptable to the Owners.
---	---
39.2	In addition to the terms set out in Clause 13(a) (Insurance and Repairs), the Charterers shall procure that the Obligatory Insurances shall:
---	---
(a)	subject always to paragraph (b), name the Charterers, the Approved Manager and the Owners (and if applicable the Owners' Financiers if so required by the Owners) as the only<br> named assureds unless the interest of every other named assured or co-assured is limited:
---	---
(i)	in respect of any Obligatory Insurances for hull and machinery and war risks;
---	---
(1)	to any provable out-of-pocket expenses that they have incurred and which form part of any recoverable claim on underwriters; and
---	---
(2)	to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against them); and
---	---
(ii)	in respect of any Obligatory Insurances for protection and indemnity risks, to any recoveries they are entitled to make by way of reimbursement following discharge of any third party liability claims made<br> specifically against them, and every other named assured or co-assured has undertaken in writing to the Owners or the Owners' Financiers (in such form as they may require) that any deductible shall be apportioned between the Charterers and<br> every other named assured or co-assured (save for the Owners or the Owners' Financiers (if any)) in proportion to the gross claims made by or paid to each of them and that they shall do all things necessary and provide all documents, evidence<br> and information to enable the Owners and the Owners' Financiers (if any) in accordance with the terms of the loss payable clause, to collect or recover any moneys which at any time become payable in respect of the Obligatory Insurances;
---	---
10
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(b)	whenever the Owners' Financiers (if any) require:
(i)	in respect of fire and other usual marine risks and war risks, name (or be amended to name) the same as additional named assured for their rights and interests, warranted no operational interest and with full waiver<br> of rights of subrogation against such financiers, but without such financiers thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;
---	---
(ii)	in relation to protection and indemnity risks, name (or be amended to name) the same as additional insured or co-assured for their rights and interests to the extent permissible under the relevant protection and<br> indemnity club rules; and
---	---
(iii)	name the same and the Owners as respectively the first ranking loss payee and the second ranking loss payee (and in the absence of any financiers, the Owners as first ranking loss payee) in accordance with the terms<br> of the relevant loss payable clauses approved by the Owners' Financiers and the Owners with such directions for payment in accordance with the terms of such relevant loss payable clause, as the Owners and the Owners' Financiers (if any) may<br> specify;
---	---
(c)	provide that all payments by or on behalf of the insurers under the Obligatory Insurances to the Owners and/or the Owners' Financiers (as applicable) shall be made without set-off, counterclaim, deductions or<br> condition whatsoever;
---	---
(d)	provide that such Obligatory Insurances shall be primary without right of contribution from other insurances which may be carried by the Owners or the Owners' Financiers (if any);
---	---
(e)	provide that the Owners and/or the Owners' Financiers (if any) may make proof of loss if the Charterers fail to do so; and
---	---
(f)	provide that if any Obligatory Insurance is cancelled, or if any substantial change is made in the coverage which adversely affects the interest of the Owners and/or the Owners' Financiers (if any), or if any<br> Obligatory Insurance is allowed to lapse for non-payment of premium, such cancellation, change or lapse shall not be effective with respect to the Owners and/or the Owners' Financiers (if any) for thirty (30) days after receipt by the Owners<br> and/or the Owners' Financiers (if any) of prior written notice from the insurers of such cancellation, change or lapse.
---	---
39.3	The Charterers shall:
---	---
(a)	at least fifteen (15) days prior to Delivery (or such shorter period agreed by the parties), notify in writing the Owners of the terms and conditions of all Insurances (copied to the Owners' Financiers (if any) and<br> the brokers or insurers with whom the Insurances are or will be placed);
---	---
(b)	at least fifteen (15) days before the expiry of any obligatory insurance or otherwise before the change of appointment of any brokers (or other insurers) and any protection and indemnity or war risks association<br> through which Obligatory Insurances are taken from time to time pursuant to this Clause 39 – (Insurance), notify the Owners (copied to the Owners' Financiers (if any)) of the brokers (or other<br> insurers) and any protection and indemnity or war risks association through or with whom the Charterers propose to renew or obtain that Obligatory Insurance and of the proposed terms of such renewed or new insurance cover and obtain the<br> Owners' approval to such matters;
---	---
11
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(c)	at least seven (7) days before the expiry of any Obligatory Insurance, procure that such Obligatory Insurance is renewed or to be renewed on its expiry date in accordance with the provisions of this Charter;
(d)	procure that the approved brokers and/or the war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal or the effective date of the new insurance and<br> protection and indemnity cover notify the Owners (copied to the Owners' Financiers (if any)) in writing of the terms and conditions of the renewal; and
---	---
(e)	as soon as practicable after the expiry of any Obligatory Insurance and within thirty (30) days after such expiry, deliver to the Owners a letter of undertaking as required by this Charter in respect of such<br> Insurances for the Vessel as renewed pursuant to Clause 39.3(c) (Insurance) together with copies of the relevant policies or cover notes or entry certificates duly endorsed with the interest of the<br> Owners and/or the Owners' Financiers (if any).
---	---
39.4	The Charterers shall ensure that all insurance companies and/or underwriters, and/or insurance brokers (if any) provide the Owners with copies (or upon the Owners' request, originals) of policies, cover notes and<br> certificates of entry relating to the Obligatory Insurances which they are to effect or renew and letter or letters of undertaking in a form required by the Owners and/or the Owners' Financiers (if any) and including undertakings by the<br> insurance companies and/or underwriters that:
---	---
(a)	they will have endorsed on each policy, immediately upon issuance, a loss payable clause and a notice of assignment complying with the provisions of this Charter and the Financial Instruments;
---	---
(b)	they will hold the benefit of such policies and such insurances, to the order of the Owners and/or the Owners' Financiers (if any) and/or such other party in accordance with the said loss payable clause;
---	---
(c)	they will advise the Owners and the Owners' Financiers (if any) promptly of any material change to the terms of the Obligatory Insurances of which they are aware;
---	---
(d)	(i) they will indicate in the letters of undertaking that they will immediately notify the Owners and the Owners' Financiers (if any) when any cancellation, charge or lapse of the relevant obligatory insurance occur<br> and (ii) following a written application from the Owners and/or the Owners' Financiers (if any) not later than one (1) month before the expiry of the Obligatory Insurances they will notify the Owners and the Owners' Financiers (if any) not<br> less than fourteen (14) days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from the Charterers and, in the event of their receiving instructions to renew, they will<br> promptly notify the Owners and the Owners' Financiers (if any) of the terms of the instructions; and
---	---
12
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(e)	if any of the Obligatory Insurances form part of any fleet cover, the Charterers shall procure that the insurance broker(s), or leading insurer, as the case may be, undertakes to the Owners and the Owners'<br> Financiers (if any) that such insurance broker or insurer will not set off against any sum recoverable in respect of a claim relating to the Vessel under such Obligatory Insurances any premiums due in respect of any other vessel under any<br> fleet cover of which the Vessel forms a part or any premium due for other insurances, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums, and they will not cancel such<br> Obligatory Insurances by reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Owners and/or the Owners' Financiers (if<br> any) and where practicable.
39.5	The Charterers shall ensure that any protection and indemnity and/or war risks associations in which the Vessel is entered provides the Owners and the Owners' Financiers (if any) with:
---	---
(a)	a copy of the certificate of entry for the Vessel as soon as such certificate of entry is issued;
---	---
(b)	a letter or letters of undertaking in such form as may be required by the Owners and the Owners' Financiers (if any) and agreed by such associations or in such association's standard form; and
---	---
(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Vessel.
---	---
39.6	The Charterers shall ensure that all policies relating to Obligatory Insurances are deposited with the approved brokers (if any) through which the insurances are effected or renewed.
---	---
39.7	The Charterers shall procure that all premiums or other sums payable in respect of the Obligatory Insurances are punctually paid and produce all relevant receipts when so required by the Owners.
---	---
39.8	The Charterers shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.
---	---
39.9	The Charterers shall neither do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any<br> sum payable under an Obligatory Insurance repayable in whole or in part; and, in particular:
---	---
(a)	the Charterers shall procure that all necessary action is taken and all requirements are complied with which may from time to time be applicable to the Obligatory Insurances, and (without limiting the obligations<br> contained in this Clause 39 – (Insurance)) ensure that the Obligatory Insurances are not made subject to any exclusions or qualifications to which the Owners have not given their prior approval (unless<br> such exclusions or qualifications are made in accordance with the rules of a protection and indemnity association which is a member of the International Group of Protection And Indemnity Clubs);
---	---
(b)	the Charterers shall not make or permit any changes relating to the classification or the classification society of the Vessel or, subject to procuring the provision of a replacement manager's undertaking in<br> substantially the same form as the Manager's Undertaking, any changes to the manager or operator of the Vessel unless such changes have, if required, first been approved by the underwriters of the Obligatory Insurances, the Owners and the<br> Owners' Financiers (if any);
---	---
13
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(c)	the Charterers shall procure that all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Vessel is entered to maintain cover for trading to<br> the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation) are made and the Charterers shall promptly provide the Owners with copies of such<br> declarations and a copy of its valid certificate of financial responsibility; and
(d)	the Charterers shall not employ the Vessel, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the Obligatory Insurances, without first obtaining the consent of the insurers<br> and complying with any requirements (as to extra premium or otherwise) which the insurers specify.
---	---
39.10	The Charterers shall not make or agree to any alteration to the terms of any Obligatory Insurance nor waive any right relating to any Obligatory Insurance without the prior written consent of the Owners and the<br> Owners' Financiers (if any).
---	---
39.11	The Charterers shall not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things necessary and provide all documents, evidence and<br> information to enable the Owners to collect or recover any moneys which at any time become payable in respect of the Obligatory Insurances.
---	---
39.12	The Charterers shall provide the Owners upon written request (except that upon the occurrence of a Total Loss or a Major Casualty the Charterers shall provide the following immediately without the Owners' making any<br> request), copies of:
---	---
(a)	all communications between the Charterers and:
---	---
(i)	the approved brokers;
---	---
(ii)	the approved protection and indemnity and/or war risks associations; and/or
---	---
(iii)	the approved insurers and/or underwriters, which relate directly or indirectly to:
---	---
(1)	the Charterers' obligations relating to the Obligatory Insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and
---	---
(2)	any credit arrangements made between the Charterers and any of the persons referred to in paragraphs (i) or (ii) above relating wholly or partly to the effecting or maintenance of the Obligatory Insurances; and
---	---
(b)	any communication with any party involved in case of a claim under any of the Vessel's insurances.
---	---
39.13	The Charterers shall promptly provide the Owners (or any persons which they may designate) with:
---	---
(a)	any information which the Owners or the Owners' Financiers (or any such designated person) request for the purpose of:
---	---
14
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(i)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the Obligatory Insurances effected or proposed to be effected; and/or
(ii)	effecting, maintaining or renewing any such insurances as are referred to in Clause 13(a) (Insurance and Repairs) or Clause 39 – (Insurance)<br> dealing with or considering any matters relating to any such insurances; and
---	---
(b)	copies of any communication between all parties involved in case of a claim under any of the Vessel's insurances exceeding the Major Casualty amount.
---	---
39.14	If one or more of the Obligatory Insurances are not effected and maintained with first class international insurers or are effected with an insurance or captive Subsidiary of the Owners or the Charterers, then the<br> Charterers shall procure, at their own expense, that the relevant insurers maintain in full force and effect facultative reinsurances with reinsurers and through brokers, in each case, of recognised standing and acceptable in all respects to<br> the Owners. Any reinsurance policy shall include, if and when permitted by law, a cut-through clause in a form acceptable to the Owners and/or the Owners' Financiers (if any). The Charterers shall procure that underwriters of the primary<br> insurances assign each reinsurance to the relevant financiers in full, if required.
---	---
39.15	The Charterers shall upon demand fully indemnify the Owners (including if requested by the Owners, make direct payment to the relevant insurer or broker for the same) in<br> respect of all premiums and other expenses which are incurred by:
---	---
(a)	the Owners in connection with or with a view to effecting, maintaining or renewing an innocent owners interest insurance and an innocent owners additional perils insurance or any similar protective shipowner<br> insurance that is taken out in respect of the Vessel; and/or
---	---
(b)	the Owners' Financiers (if any) in connection with or with a view to effecting, maintaining or renewing a mortgagee's interest insurance, a mortgagee's additional perils insurance, all protection and indemnity<br> insurance that is taken out in respect of the Vessel subject to the Owners' Financiers (if any) having provided to the Owners at the relevant time any form of loan facility to refinance the Vessel, in the case as referred to in paragraph (a),<br> in an amount at least one hundred and twenty per cent (120%) of the Outstanding Capital Balance from time to time or in the case as referred to in paragraph (b), in an amount at least one hundred and twenty per cent (120%) of the relevant<br> outstanding loan amount from time to time and on such other terms, through such insurers and generally in such manner as the Owners or the Owners' Financiers (as the case may be) may from time to time consider appropriate.
---	---
39.16	The Charterers shall be solely responsible for and indemnify the Owners in respect of all loss or damage to the Vessel (insofar as the Owners shall not be reimbursed by<br> the proceeds of any insurance in respect thereof) however caused occurring at any time or times before physical possession thereof is retaken by the Owners, with only reasonable wear and tear to the Vessel excepted.
---	---
39.17	The Charterers shall reimburse or indemnify the Owners for any expenses incurred or to be incurred by the Owners in obtaining a detailed<br> report signed by an independent firm of marine insurance brokers approved by the Owners dealing with the Obligatory Insurances and stating the opinion of such firm as to the adequacy of the Obligatory Insurances:
---	---
15
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(a)	when an agreed form of such detailed report satisfactory to the Owners is obtained as a condition precedent requirement under Schedule 2 of this Charter;
(b)	when the Owners procure the issuance of such detailed report no more than once every calendar year, unless a Termination Event has occurred in which case such reports may be procured at the Charterer's cost at any<br> such time; and
---	---
(c)	further from time to time upon the Owners' demand where, in the Owners' opinion, at any time during the Charter Period there has been a material change in the terms of the Insurances and/or a change in the<br> circumstances which would materially adversely affect the adequacy of the Obligatory Insurances.
---	---
39.18	The Charterers shall:
---	---
(a)	keep the Vessel insured at their expense against such other risks (other than loss of hire which shall be insured against upon an occurrence and during the continuance of a Termination Event) which the Owners<br> consider reasonable for a prudent shipowner or operator to insure against for trading, management, operational and/or safety purposes at the relevant time (as notified by the Owners and having regard to the then existing available insurance<br> cover and standard practice in the operation of vessels of the same type as the Vessel) and which risks are, at that time, generally insured against by owners or operators of vessels similar to the Vessel or of the same type as the Vessel<br> (including without limitation, innocent owners interest insurance, innocent owners additional perils insurance, mortgagee's interest insurance and mortgagee's additional perils insurance but excluding loss of hire and contingency liability<br> insurance, save that the Owners may take out upon an occurrence and during the continuance of a Termination Event); and
---	---
(b)	upon demand fully indemnify the Owners in respect of all premiums and other expenses incurred by the Owners in respect of any other insurances (other than loss of hire insurances and the contingent liability<br> insurances which the Owners may take out upon an occurrence and during the continuance of a Termination Event) which the Owners deem necessary (having regard to the existing insurance cover and market practice for the trading, management,<br> operation and safety of vessels of the same type) and takes out in respect of the Vessel.
---	---

CLAUSE 40 – WARRANTIES RELATING TO VESSEL

40.1	It is expressly agreed and acknowledged that the Owners are not the manufacturer or original supplier of the Vessel but that the Owners (in their capacity as buyers) have purchased the Vessel from the Charterers (in<br> their capacity as sellers) pursuant to the MOA at the request of the Charterers, for the purpose of then chartering the Vessel to the Charterers hereunder and that no condition, term, warranty or representation of any kind is or has been<br> given to the Charterers by or on behalf of the Owners in respect of the Vessel (or any part thereof).
40.2	All conditions, terms or warranties express or implied by the law relating to the specifications, quality, description, merchantability or fitness for any purpose of the Vessel (or any part thereof) or otherwise are<br> hereby expressly excluded.
---	---
16
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

40.3

The Charterers agree and acknowledge that the Owners shall not be liable for any claim, loss, damage, expense or other liability of any kind or nature caused directly or indirectly by the Vessel or by any inadequacy thereof or the use or performance thereof or any repairs thereto or servicing thereof and the Charterers shall not by reason thereof be released from any liability to pay any Charterhire or other payment due under this Charter.

CLAUSE 41 – TERMINATION, REDELIVERY AND TOTAL LOSS

Termination

41.1	Upon termination of the leasing of the Vessel under this Charter pursuant to Clause 49.2, the Charterers shall be obliged to pay the Owners the Termination Sum on the<br> Termination Date and it is hereby agreed by the parties hereto that:
(a)	without prejudice to Clause 41.9(b), the obligation to pay the Termination Sum is a continuing obligation and shall survive the termination of the leasing of the Vessel under this Charter and shall continue in full<br> force and effect until irrevocably and unconditionally paid in full;
---	---
(b)	payment of the Termination Sum is deemed to be proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners' risk of the Charterers failing to perform its<br> obligations under this Charter; and
---	---
(c)	the Termination Sum shall, depending on the nature of the Termination Event(s) on the basis of which the Owners serve a Termination Notice, be either an obligation to pay damages following acceptance by the Owners<br> of a breach of condition by the Charterers or an obligation to pay an agreed sum in specified circumstances which do not involve a breach of contract by the Charterers.
---	---
41.2	If the Charterers fail to make any payment of the Termination Sum on the Termination Date, Clause 37.5 shall apply and the Owners shall be entitled to exercise their rights under Clauses 41.9 and 41.10.
---	---
41.3	Concurrently with the unconditional and irrevocable payment of the Termination Sum in full pursuant to the terms of this Charter, this Charter shall terminate and the Owners shall (save in the event of Total Loss or<br> in the event that the Vessel has been sold or contracted to be sold pursuant to Clauses 41.9 and 41.10), at the cost of the Charterers, transfer the legal and beneficial ownership of the Vessel on<br> an "as is where is" basis to the Charterers (or their nominees as approved by the Owners) free from any registered mortgages, encumbrances, liens, debts or claims incurred or permitted by the Owners<br> and/or Owners’ Financier (save for those liens, encumbrances and debts incurred by the Charterers or arising out of or in connection with this Charter), and shall execute a bill of sale and a<br> protocol of delivery and acceptance evidencing the same and such sale shall be completed otherwise in accordance with Clause 53.1.
---	---
41.4	The Charterers hereby undertake to indemnify the Owners against any claims incurred in relation to the Vessel prior to such transfer of ownership. Any documented taxes,<br> notarial, consular and other costs, charges and expenses connected with closing of the Owners' register shall be for the Charterers' account.
---	---
17
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

Redelivery

41.5	If the Charterers are required to redeliver the Vessel to the Owners pursuant to the terms of this Charter, the Vessel shall be redelivered and taken over safely afloat<br> at a safe and accessible berth or anchorage in such location as the Owners may require (which, for the avoidance of doubt, shall exclude any war listed area declared by the Joint War Committee). The Charterers shall where applicable, give the<br> Owners not less than 30/20/10/5 running days' preliminary notice of expected date and port or place of redelivery and not less than 5/3/2/1/ running days' definite notice of expected date and port or place of redelivery. Any changes<br> thereafter in the Vessel's position shall be notified immediately to the Owners. The Charterers shall ensure that, at the time of redelivery to the Owners, the Vessel:
(a)	be in compliance with the Obligatory Insurances;
---	---
(b)	be in an equivalent class as she was as at the Commencement Date and without any recommendation or condition and with valid, unextended certificates for not less than three (3) months and free of average damage<br> affecting the Vessel's classification and in the same or as good structure, state, condition and classification as that in which she was deemed on the Commencement Date, fair wear and tear not affecting the Vessel's classification excepted;
---	---
(c)	has passed her 5-year special survey or 10-year special survey (if applicable), and subsequent second intermediate surveys and drydock at the Charterers' time and expense<br> without any recommendation or condition:
---	---
(d)	to the satisfaction of the Approved Classification Society; and
---	---
(e)	in the case of the 5-year special survey or 10-year special survey (if applicable), to the reasonable satisfaction of an Owners' Surveyor appointed at the cost of the Charterers;
---	---
(f)	has her survey cycles up-to-date and trading and class certificate valid for at least the number of months agreed in Box 17;
---	---
(g)	be re-delivered to the Owners together with all spare parts and spare equipment as were on board at the time of Delivery, and any such spare parts and spare equipment on board at the time of re-delivery shall be<br> taken over by the Owners free of charge;
---	---
(h)	be free of any cargo and Security Interest (save for the Security Interests granted pursuant to the Financial Instruments, if any);
---	---
(i)	be free of any crew and officers unless otherwise instructed by the Owners;
---	---
(j)	be free of any charter or other employment (unless the Owners wish to retain the continuance of any prevailing charter or as otherwise agreed by the Owners in their absolute discretion);
---	---
(k)	have had her underwater parts treated with ample anti-fouling to last for the ensuring period up to the next schedule dry docking of the Vessel;
---	---
(l)	be redelivered to the Owner together with all material information generated during the Charter Period in respect of the use, possession, operation, navigation, utilization of lubricating oil and the physical<br> condition of the Vessel, whether or not such information is contained in the Charterer's equipment, computer or property; and
---	---
(m)	have such amount of bunkers on board the Vessel as would be sufficient to enable the Vessel to sail to the nearest bunker port in compliance with all bunkering fuel content regulations then applicable in such place<br> of redelivery, including without limitation, the global sulphur limit imposed by the International Maritime Organization (IMO).
---	---
18
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

41.6	The Charterers warrant that they will not permit (or request any Sub-charterer not to permit) the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be<br> completed in time to allow redelivery of the Vessel within any time period required by Clause 41 – (Termination, Redelivery and Total Loss). If the time of actual redelivery is after the date on which<br> redelivery is required to take place pursuant to Clause 41 – (Termination, Redelivery and Total Loss) (the "Redelivery Date"), the Charterer shall, without<br> prejudice to any other amounts payable under the Leasing Documents (including without limitation pursuant to Clause 41 – (Termination, Redelivery and Total Loss)) pay to the Owners, as from the first<br> date following the Redelivery Date and for each day until the date on which the Vessel is redelivered in accordance with Clause 41.5, the rate of hire equivalent to the higher of:
(a)	the prevailing market rate for the bareboat chartering of vessels of a similar type as the Vessel (as determined by an Approved Valuer appointed by the Owners); and
---	---
(b)	the prevailing market rate for the chartering of vessels of a similar type as the Vessel on the Index. For the avoidance of doubt, all other terms, conditions and provisions of this Charter and the other Leasing<br> Documents shall continue to apply during such period.
---	---
41.7	The Charterers shall provide the Owners' Surveyor with all such facilities and access to the Vessel as may be required to enable such Owners' Surveyor to conduct its<br> survey of the Vessel and shall take all such actions as may be reasonably recommended by the Owners' Surveyor to ensure that the Vessel shall be redelivered in accordance with Clause 41.5. The Owners shall not be obliged to accept redelivery<br> of the Vessel until the Owners are reasonably satisfied that all conditions for the redelivery of the Vessel under this Charter (including without limitation, Clause 41.5 and this Clause 41.7) are met, and the Vessel shall (if the redelivery<br> is at the end of the Charter Period) continue to be on-hire under the terms of this Charter until such redelivery. The Owners reserve all rights to recover from the Charterers any costs, expense and/or liabilities incurred or suffered by them<br> (including without limitation, the costs of any repairs which may be required to restore the Vessel to the condition required by Clause 41.5 as a result of the Vessel not being redelivered in accordance with the terms of this Charter).
---	---
41.8	The Owners shall, at the time of the redelivery of the Vessel, take over all bunkers, lubricating oil, unbroached provisions, paints, ropes, other consumable stores and spare parts in the Vessel (but excluding any<br> such items owned by a third party which is not a member of the Group) at no cost to the Owners.
---	---

Non-payment of Termination Sum

41.9	Subject to the terms of any quiet enjoyment letter entered into with any sub charterers, the Charterers agree that should the Termination Sum not be paid on the Termination Date:
19
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(a)	the Charterers' right to possess and operate the Vessel shall immediately cease and (without in any way affecting the Charterers' obligation to pay the Charterer the Termination Sum and comply with their other<br> obligations under this Charter) the Charterers shall hold the Vessel as gratuitous bailee only to the Owners, the Charterers shall procure that the master and crew follow the orders and directions of the Owners and the Charterers shall, upon<br> the Owners' request (at Owners' sole discretion), be obliged to immediately (and at the Charterers' own cost) redeliver the Vessel to the Owners at such ready and nearest safe port or location as the Owners may require and for the avoidance<br> of doubt, any such redelivery shall not extinguish the Owners' right to recover the Termination Sum from the Charterers under this Charter;
(b)	subject to paragraph (c) and (d) below and Clause 41.10, the Owners shall be entitled (at Owners' sole discretion) but subject always to any quiet enjoyment letter entered into with any sub-charterer, to operate the<br> Vessel as they may require and may create whatsoever interests thereon, including without limitation short term charterparties or any other form of short term employment contracts provided such contracts do not interfere with the Vessel's<br> sale process, including relevant inspections, provided that the Earnings of the Vessel during such period less its operational expenses (which would include, without limitation, any<br> costs in relation to the provision of bunkers and lubricating oils), (the "Net Trading Proceeds") shall be applied against the Termination Sum and any other amounts payable under the Leasing Documents<br> pursuant to Clause 65 – (General Application of Proceeds) provided, that if such use of the Vessel results in the Owners suffering a loss then such losses shall be included in the indemnities contained<br> in Clause 54 – (Indemnities) and be added to the Termination Sum; and
---	---
(c)	the Owners shall be entitled (at Owners' sole discretion) to immediately thereafter sell the Vessel to any third party on arm's length terms taking into account the prevailing market conditions, provided that the<br> Charterers may for a period not exceeding a total of sixty (60) days from the Termination Date (the "Nomination Period") nominate or identify a purchaser for the Vessel (a "Nominated Purchaser"). During the Nomination Period the Owners and the Charterers shall use their reasonable endeavours to market the Vessel and the Owners shall sell the Vessel to a Nominated Purchaser and subject to all of<br> the following conditions being satisfied:
---	---
(i)	the Nominated Purchaser is acceptable to the Owners (such acceptability not to be unreasonably withheld or delayed); and
---	---
(ii)	the price to be paid by the Nominated Purchaser (after deducting any commissions, taxes and other costs of sale) is equal to or more than the applicable Termination Sum (unless otherwise agreed by the Owners in<br> their absolute discretion); and any net sale proceeds (after deducting all fees, taxes, disbursements and any other costs and expenses incurred or suffered by the Owners in connection with such sale) (the "Net<br> Sales Proceeds") derived from any such sale to a Nominated Purchaser or any other person shall be applied towards reduction of the Termination Sum in accordance with Clause 65 – (General Application<br> of Proceeds). If the Net Sales Proceeds are not sufficient to settle the Termination Sum in full, the Charterers shall remain liable to pay the shortfall and default interest shall continue to accrue on the unpaid portion of the<br> Termination Sum in accordance with Clause 37.5.
---	---
(d)	Irrespective of any sales efforts, the Charterers have the right at all times, during the Nomination Period or until the Owners' Purchase (as referred to in Clause 41.10) is concluded or until any third party's sale<br> is concluded, to purchase the vessel with priority by paying the Termination Sum.
---	---
20
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

41.10

The Owners may, by written notice to the Charterers at any time after the Nomination Period, inform the Charterers of the Owners' intention to retain the Vessel instead of selling the Vessel under Clause 41.9(c) and 41.9(d) above, "Owners' Purchase", and in doing so, the Owners shall first obtain the Market Value of the Vessel (after deducting any commissions, taxes and costs which would be likely to be incurred in connection with a sale of the Vessel) and apply it towards the reduction of the Termination Sum calculated as of the day of the notice of the Owners' Purchase. If the Market Value (less such deductions) of the Vessel as at the date of the notice of the Owners' Purchase is less than the Termination Sum calculated as of the day of the notice of the Owners' Purchase, the Charterers shall remain liable to pay the shortfall to the Owners and default interest shall continue to accrue on the unpaid portion of the Termination Sum. If the Market Value (less such deductions) of the Vessel as at the date of such nomination is more than the Termination Sum calculated as of the day of the notice of the Owners' Purchase, the Owners shall pay the excess to Charterers within thirty (30) days from the day of the notice of the Owners' Purchase in accordance with Clause 65 – (General Application of Proceeds).

Total Loss

41.11	Throughout the Charter Period, the Charterer shall bear the full risk of any Total Loss of or any other damage to the Vessel howsoever arising. If the Vessel becomes a Total Loss after Delivery, the Charterer shall,<br> subject to Clause 41.12, pay the Termination Sum to the Owners by the Total Loss Payment Date. Upon such receipt by the Owners of the Termination Sum, this Charter shall terminate (without prejudice to any provision of this Charter expressed<br> to survive termination) but until such receipt, the Charterers shall remain liable to make all payments of Charterhire and all other amounts to the Owners under this Charter, notwithstanding that the Vessel has become a Total Loss.
41.12	Any Total Loss Proceeds unconditionally received by the Owners (or the Owners' Financiers in accordance with the terms of the relevant loss payable clause) shall be applied in accordance with Clause 65 – (General Application of Proceeds) and shall satisfy the obligation of the Charterers to pay the Termination Sum to the extent received by the Owners (or the<br> Owners' Financiers in accordance with the terms of the relevant loss payable clause, but for the avoidance of doubt, Total Loss Proceeds shall at all times be applied in accordance with Clause 65 – (General<br> Application of Proceeds)). The obligation of the Charterers to pay the Termination Sum shall remain unaffected and exist regardless of whether any of the insurers have agreed or refused to meet or has disputed in good faith, the<br> claim for Total Loss.
---	---
41.13	If the Total Loss Proceeds unconditionally received by the Owners (or the Owners' Financiers in accordance with the terms of the relevant loss payable clause) are less than the Termination Sum, the Charterers shall<br> pay such shortfall to the Owner on the Total Loss Payment Date.
---	---
41.14	The Owners shall have no obligation to supply to the Charterers with a replacement vessel following the occurrence of a Total Loss.
---	---
21
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

CLAUSE 42 – FEES AND EXPENSES

42.1	Without prejudice to any other rights of the Owners hereunder, the Charterers shall promptly pay to the Owners within three (3) Business Days of the Owners’ written demand on a full indemnity basis all costs,<br> charges and expenses incurred by the Owners in collecting any Charterhire or the Advance Charterhire or other payments not paid on the due date under this Charter and in remedying any other failure of the Charterers to observe the terms and<br> conditions of this Charter.
42.2	Each Party shall be responsible for their own costs and expenses to review and negotiate the term sheet relating to this Charter. All documented costs and expenses (including, but not limited to, third party legal<br> costs) reasonably incurred by the Owners or Owners' legal counsel in the preparation, negotiation, finalisation and execution of all documentation in relation to this Charter or any other Leasing Document (including without limitation any<br> registration or filing expenses, all documented costs incurred by the Owners and all third party legal costs, expenses and other disbursement incurred by the Owners' legal counsels in connection with the same) shall be for the account of the<br> Charterers (regardless of whether the transaction contemplated by the Leasing Documents actually completes).
---	---
42.3	All documented costs and expenses reasonably incurred by the Owners in relation to the acquisition, registration of title of the Vessel in the Owners' name in the Flag State together with any and all fees (including<br> but not limited to any vessel registration and tonnage fees and the Owners' initial and ongoing annual registration and maintenance costs if required to be registered as a foreign maritime entity or the appointment of resident agents under<br> the laws of the Flag State) payable by the Owners to register, maintain and/or renew such registration shall be for the account of the Charterers (regardless of whether the Vessel is delivered under the MOA and this Charter). Without<br> prejudice to the foregoing, if the Flag State requires the Owners to establish a physical presence or office in the jurisdiction of such Flag State, all fees, costs and expenses payable by the Owners to establish and maintain such physical<br> presence or office shall be for the account of the Charterers. The Charterers shall promptly provide the Owners with evidence of payment of the annual register/tonnage tax amounts payable to the Flag State or any other aforesaid costs,<br> expenses and/or taxes when the same fall due.
---	---
42.4	All documented costs and expenses reasonably incurred by the Owners (including but not limited to legal fees) in relation to the transfer of title of the Vessel from the Owners to the Charterers and the re-delivery<br> of the Vessel by the Charterers to the Owners pursuant to Clause 41 – (Termination, Redelivery and Total Loss) shall be for the account of the Charterers.
---	---
42.5	If:
---	---
(a)	the Charterers request an amendment, waiver or consent (including an amendment or waiver which is required pursuant to 37.4 to address the fact that a Published Rate Replacement Event has occurred); or
---	---
(b)	the Charterers make a request to re-register the Vessel in another Flag State, the Charterers shall, on demand, reimburse the Owners for the amount of all documented costs and expenses (including third party legal<br> fees) reasonably incurred by the Owners in responding to, evaluating, negotiating or complying with that request or requirement (including, for the avoidance of doubt, any amounts the Owners have to pay under the terms of the Financial<br> Instruments).
---	---
22
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

42.6

The Charterers shall, on demand, pay to the Owners the amount of all documented costs and expenses (including third party legal fees) incurred by the Owners in connection with the enforcement of, or the preservation of any rights under, any Leasing Document, including, without limitation, any action brought by the Owners to arrest or recover possession of the Vessel, and with any proceedings instituted by or against the Owners as a consequence of it entering into a Leasing Document or enforcing those rights.

42.7

Notwithstanding anything to the contrary herein, the indemnities provided by the Charterers shall be provided in favour of the Owners and shall continue in full force and effect notwithstanding any breach of the terms of this Charter or termination of this Charter pursuant to the terms hereof.

---

CLAUSE 43 – NO WAIVER OF RIGHTS

43.1	No neglect, delay, act, omission or indulgence on the part of either party in enforcing the terms and conditions of this Charter or any other Leasing Document (to which they are party to) shall prejudice the strict<br> rights of that party or be construed as a waiver thereof nor shall any single or partial exercise of any right of either party preclude any other or further exercise thereof.
43.2	No right or remedy conferred upon either party by this Charter or any other Leasing Document shall be exclusive of any other right or remedy provided for herein or by law and all such rights and remedies shall be<br> cumulative.
---	---

CLAUSE 44 – NOTICES

44.1	Any notice, certificate, demand or other communication to be served, given made or sent under or in relation to this Charter shall be in English and in writing and (without prejudice to any other valid method or<br> giving making or sending the same) shall be deemed sufficiently given or made or sent if sent by registered post or by email to the following respective address or email address:
(a)	to the Owners:	China Huarong Shipping Financial Leasing Company Limited
---	---	---

Room 6006, 6^th^ Floor, No. 15 Second East Zhongshan Road, Shanghai, China, 200002

Attention: Annie Tao/Song Pengwu

Email: taobeijuan@hrflc.com/ tao.beijuan@msn.cn/

songpengwu@hrflc.com

Tel: +86(0)21 63268756

(b)	to the Charterers:	c/o TOP SHIPS INC.

Attention: Alexandros Tsirikos

Email: atsirikos@topships.org

Tel: +30 210 8128180

or, if a party hereto changes its address or email address, to such other address or email address as that party may notify to the other.

23
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

44.2

Any such communication shall be deemed to have reached the party to whom it was addressed (a) when delivered (in case of a registered letter), or (b) when actually received in readable form (in case of an email). A notice or other such communication received on a non-working day or after 5.00 p.m. in the place of receipt shall be deemed to be served on the next following working day in such place.

CLAUSE 45 – REPRESENTATIONS AND WARRANTIES

45.1	The Charterers represent and warrant to the Owners as of the date hereof, and on each day during the Charter Period, as follows:
(a)	100% of the issued and outstanding shares in the Charterers are legally, wholly and directly owned and controlled by Guarantor B or (following the Disposal) the New Shareholder (as the case may be), and each<br> Guarantor and (following the Disposal) the New Shareholder controlled by companies affiliated with the family of Mr. Evangelos Pistiolis;
---	---
(b)	each Relevant Person or, to the best of its knowledge, the Approved Sub-charterer is duly incorporated and validly existing under the laws of its jurisdiction of its incorporation;
---	---
(c)	each Relevant Person or the Approved Sub-charterer has the corporate capacity, and has taken all corporate actions and obtained all consents, approvals, authorisations, licenses or permits necessary for it:
---	---
(i)	to execute each of the Leasing Documents to which it is a party; and
---	---
(ii)	to comply with and perform its obligations under each of the Leasing Documents to which it is a party;
---	---
(d)	all the consents, approvals, authorisations, licenses or permits referred to in Clause 45.1(c) (Representations and Warranties) remain in force and nothing has occurred which<br> makes any of them liable to revocation;
---	---
(e)	each of the Leasing Documents and the Assignable Sub-charter to which a Relevant Person or an Approved Sub-charterer is a party (as the case may be), subject to any general principles of law limiting its<br> obligations which are specifically referred to in any legal opinion delivered to the Owners pursuant Clause 34.2(f), constitutes such Relevant Person's or an Approved Sub-charterer's legal, valid and binding obligations enforceable against<br> such party in accordance with its respective terms and any relevant insolvency laws affecting creditors' rights generally;
---	---
(f)	the entry into and performance by each Relevant Person (and in the case of sub-paragraph (ii) below, an Approved Sub-charterer) of, and the transactions contemplated by, each Leasing Document to which it (and in the<br> case of sub-paragraph (ii) below, an Approved Sub-charterer) is a party do not and will not conflict with:
---	---
24
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(i)	any law or regulation applicable to it (including Anti-Money Laundering Laws, Business Ethics Laws, Sanctions or laws relating to anti-trust or collusion and laws relating to human rights violation);
(ii)	the constitutional documents of such Relevant Person; and
---	---
(iii)	any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument;
---	---
(g)	there are no outstanding notices or demands from any governmental, quasi-governmental or public authority or instrumentality or any other person claiming authority in respect of the Vessel requiring any work or<br> other action to be taken or the expenditure of any money to be taken in respect of the Vessel or any part thereof;
---	---
(h)	the Vessel is free of encumbrances and liens except for the Permitted Security Interests; no third party has any Security Interest, other than the Permitted Security Interests, or any other interest, right or claim<br> over, in or in relation to the Vessel, this Charter or any moneys payable hereunder and/or any of the other Leasing Documents;
---	---
(i)	all payments which a Relevant Person is liable to make under any Leasing Document to which such Relevant Person is a party may be made by such party without deduction or withholding for or on account of any tax<br> payable under the laws of its Relevant Jurisdiction;
---	---
(j)	no legal or administrative action involving a Relevant Person has been commenced or taken (including but not limited to actions involving any Environmental Claim);
---	---
(k)	each Relevant Person has paid all taxes applicable to, or imposed on or in relation to it, its business or if applicable, the Vessel, except for those being contested in good faith with adequate reserves;
---	---
(l)	it is not necessary under the laws of the Relevant Jurisdictions that this Charter or any other Leasing Document be registered, filed, recorded, notarized or enrolled with any court or other authority in that<br> jurisdiction or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to the Leasing Documents to which it is a party or the transactions contemplated by those Leasing Documents; the choice of governing law<br> as stated in each Leasing Document to which a Relevant Person is a party and the agreement by such party to refer disputes to the relevant courts or tribunals as stated in such Leasing Document are valid and binding against such Relevant<br> Person;
---	---
(m)	no Relevant Person nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to<br> judgment, execution or other enforcement);
---	---
(n)	the obligations of each Relevant Person under each Leasing Document to which it is a party, are the direct, general and unconditional obligations of such Relevant Person and rank at least pari passu with all other present and future unsecured and unsubordinated creditors of such Relevant Person save for any obligation which is mandatorily preferred by law and not by virtue of any contract;
---	---
(o)	subject to the Legal Reservations and the Perfection Requirements, each Leasing Document creates (or, once entered into, will create) the Security Interest which it is expressed to create with the ranking and<br> priority it is expressed to have;
---	---
25
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(p)	the Charterers and any other Relevant Person (i) are not US Tax Obligors and (ii) have not established a place of business in the United Kingdom or the United States of America;
(q)	no Relevant Person, Approved Manager, Sub-charterer and no member of the Group:
---	---
(i)	is a Prohibited Person;
---	---
(ii)	is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;
---	---
(iii)	owns or controls a Prohibited Person; or
---	---
(iv)	has a Prohibited Person serving as a director, officer or, to the best of its knowledge, employee;
---	---
(r)	none of the Relevant Persons or any of their respective directors, officers, and employees or, to the best of its knowledge, any Sub-charterer is in breach of applicable Sanctions laws, and none of them (i) has been<br> or is currently being investigated on compliance with Sanctions, (ii) has received notice or is aware of any claim, action, suit or proceeding against any of them with respect to Sanctions and (iii) has taken any action to evade the<br> application of Sanctions;
---	---
(s)	no Relevant Person is in breach of any Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws and each Relevant Person has instituted and maintained systems, controls, policies and<br> procedures designed to:
---	---
(i)	prevent and detect incidences of bribery and corruption, money laundering and terrorism financing; and
---	---
(ii)	promote and achieve compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and or Business Ethics Laws including, but not limited to, ensuring thorough and accurate books and records, and<br> utilization of best efforts to ensure that Affiliates acting on behalf of a Relevant Person shall act in compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws,
---	---
(t)	that in relation to any Assignable Sub-Charter:
---	---
(i)	each copy of that Assignable Sub-Charter provided to the Owners is a true and complete copy of such document and there have been no amendments, supplements or variations to the same;
---	---
(ii)	each of the Initial Sub-charterer or any other Approved Sub-Charterer has been made aware of the transactions contemplated under this Charter; and
---	---
(iii)	(in respect of any Assignable Sub-Charter (A) whose terms require the consent of the relevant Approved Sub-Charterer in order to effect an assignment thereof, (B) whose terms prohibits assignment<br> and/or (C) where the applicable law requires the consent of the relevant Approved Sub-Charterer in order to effect an assignment thereof) the Initial Sub-charterer or any other Approved Sub-Charterer has<br> consented or, as the case may be, shall consent to the assignment by the Charterers to the Owners of all their rights, interests and benefits in relation to the Initial Sub-charter or, as the case may be, the relevant Assignable Sub-Charter<br> pursuant to the General Assignment (for the avoidance of doubt, the Charterers’ obligations under this sub-paragraph shall be deemed to be satisfied upon the Owners’ receipt of the relevant acknowledgements executed by the relevant Approved<br> Sub-Charterer, which includes among other things the consent to the aforesaid assignment, pursuant to the terms of the General Assignment);
---	---
26
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(u)	the Vessel is not employed, operated or managed in any manner which (i) is contrary to any Sanctions and in particular, the Vessel is not used by or to benefit any party which is a target of Sanctions or trade to<br> any area or country where trading the Vessel to such area or country would constitute a breach of any Sanctions or published boycotts imposed by any of the United Nations, the European Union, the United States of America, the United Kingdom<br> or the People's Republic of China (provided that operation or use of the Vessel by the Initial Sub-charterer pursuant to the Initial Sub-charter shall not in any case be deemed to be in breach or contrary to any published boycotts or<br> sanctions imposed by the People's Republic of China) or (ii) would trigger the operation of any sanctions limitation or exclusion clause in any insurance documentation;
(v)	none of the Relevant Persons nor any of their assets, in each case, has any right to immunity from set off, legal proceedings, attachment prior to judgment or other attachment or execution of judgement on the<br> grounds of sovereign immunity or otherwise;
---	---
(w)	none of the Relevant Persons is insolvent, bankrupt or in liquidation, bankruptcy or administration or subject to any other formal or informal insolvency or bankruptcy procedure (including, without limitation, those<br> referred to under Clause 49.1(g) and for the avoidance of doubt including the presentation of a petition for commencing such procedures), and no receiver, administrative receiver, administrator, liquidator, trustee or analogous officer has<br> been appointed in respect of the any Relevant Person or all or material part of their assets;
---	---
(x)	no Termination Event is continuing or might reasonably be expected to result from the entry into and performance of this Charter or any other Leasing Document;
---	---
(y)	any factual information provided by any Relevant Person (or on their behalf) to the Owners was true and accurate in all material respects as at the date it was provided or as at the date at which such information<br> was stated;
---	---
(z)	none of the following events has occurred:
---	---
(i)	any default by the Charterers under the terms of the Initial Sub-charter;
---	---
(ii)	breach of any Sanctions by any Relevant Person; and
---	---
(iii)	upon and after the commencement of the Charter Period, any casualty or occurrence (including damage caused to the Vessel for any reason whatsoever which results, or may be expected to result, in repairs on the<br> Vessel) which amounts to Major Casualty and which are not being dealt with in accordance with the Leasing Documents (including without limitation in accordance with Clause 38 – (Possession of Vessel)<br> and the General Assignment);
---	---
27
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(aa)	all Environmental Laws relating to the ownership, operation and management of the Vessel and the business of each Relevant Person (as now conducted and as reasonably anticipated to be conducted in the future) have<br> been complied with;
(bb)	no Environmental Claim has been made against any Relevant Person or otherwise in connection with the Vessel which is either (i) in excess of US$5,000,000 or (ii) has or is reasonably likely to have a Material<br> Adverse Effect; and
---	---
(cc)	no Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred which has or is reasonably likely to have a Material Adverse Effect.
---	---

CLAUSE 46 – UNDERTAKINGS

46.1	The Charterers undertake that they shall comply or procure compliance with the following undertakings during the Charter Period (and to the extent that the Charterers are required to procure or ensure compliance<br> with any undertaking under this Clause 46 – (Undertaking) by Guarantor A and/or any Other Charterer which is directly owned by Guarantor A, the Charterers are only required to use their best endeavours<br> to procure or ensure such compliance):
(a)	the Charterers shall, on the Commencement Date, procure the delivery of the full legal and beneficial title (free of any Security Interests save for those created under a Leasing Document or Financial Instrument or<br> any other Permitted Security Interests) in the Vessel to the Owners;
---	---
(b)	there shall be sent to the Owners:
---	---
(i)	as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of the Charterers, the annual financial statement accounts of the Charterers for that financial<br> year as referred to in Guarantor B's or following the Disposal, the New Shareholder’s audited consolidated annual financial statement accounts for that financial year to be delivered under paragraph (iii) or (v) below;
---	---
(ii)	as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the unaudited semi-annual accounts of the Charterers for that half-year (as referred to in Guarantor B's or following<br> the Disposal, the New Shareholder’s audited consolidated financial statement accounts);
---	---
(iii)	as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of each Guarantor, the audited consolidated annual financial statement accounts of such Guarantor<br> for that financial year; and
---	---
(iv)	as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the semi-annual consolidated unaudited accounts of each Guarantor for that half-year certified as to their<br> correctness by at least one officer of such Guarantor;
---	---
(v)	following the Disposal, as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of the New Shareholder, the audited consolidated annual financial<br> statement accounts of the New Shareholder for that financial year; and
---	---
(vi)	following the Disposal, as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the semi-annual consolidated unaudited accounts of the New Shareholder for that half-year<br> certified as to their correctness by at least one officer of the New Shareholder; and if any of the statements above are not in the English language then they shall be accompanied by an English translation and each set of financial statements<br> delivered pursuant to this paragraph (b) shall be prepared using the generally accepted accounting principles in the United States and shall be certified by a duly authorised officer of the relevant company as giving a true and fair view (if<br> audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn;
---	---
28
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(c)	they shall provide to the Owners, at the same time as they are despatched, copies of all notices and minutes relating to any of their extraordinary shareholders' meeting which are despatched to the Charterers' or<br> Guarantor B's or following the Disposal, the New Shareholder’s respective shareholders or creditors or any class of them, unless same are publicly available;
(d)	they will provide the Owners promptly upon becoming aware of them, the details of:
---	---
(i)	any litigation, arbitration or administrative proceedings or investigations relating to any alleged or actual breach of any Sanctions or Anti-Money Laundering Laws which are current or pending against any Relevant<br> Person, Approved Manager, Sub-charterer or other member of the Group;
---	---
(ii)	any litigation, arbitration or administrative proceedings or investigations relating to any other matters not referred to in paragraph (i) above (including proceedings or investigations relating to any alleged or<br> actual breach of the ISM Code or of the ISPS Code) in relation to a Relevant Person; and
---	---
(iii)	any Termination Event or Potential Termination Event that has occurred (and the steps, if any, being taken to remedy it);
---	---
(e)	they will, promptly upon a request by the Owners, supply to the Owners a certificate signed by an officer on its behalf certifying that no Termination Event has occurred (or if a Termination Event has occurred,<br> specifying the nature of the Termination Event (and the steps, if any, being taken to remedy it));
---	---
(f)	they shall, and shall procure that each other Relevant Person will, obtain and promptly renew or procure the obtainment or renewal of and provide copies of, from time to time, any necessary consents, approvals,<br> authorisations, licenses or permits of any regulatory body or authority for the transactions contemplated under each Leasing Document to which it is a party (including without limitation to sell, charter and operate the Vessel);
---	---
(g)	they shall not, and shall procure that each other Relevant Person will not, create, assume or permit to exist any Security Interest (other than any Permitted Security Interest) of any kind upon any Leasing Document<br> to which such Relevant Person is a party, and if applicable, the Vessel;
---	---
29
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(h)	they shall at their own cost and shall procure that each other Relevant Person will:
(i)	do all that such Relevant Person reasonably can to ensure that any Leasing Document to which such Relevant Person is a party validly creates the obligations and the Security Interests which such Relevant Person<br> purports to create; and
---	---
(ii)	without limiting the generality of paragraph (i), promptly register, file, record or enroll any Leasing Document to which such Relevant Person is a party with any court or authority in all Relevant Jurisdictions,<br> pay any stamp duty, registration or similar tax in all Relevant Jurisdictions in respect of any Leasing Document to which such Relevant Person is a party, give any notice or take any other step which, is or has become necessary for any such<br> Leasing Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which such Relevant Person creates;
---	---
(i)	they shall notify the Owners as soon as possible (but in any event no later than fifty nine (59) days prior to the expiry of the fixed period as per the Initial Sub-charter), together with any evidence requested by<br> the Owners, whether the Initial Sub-charterer intends to and will (with irrevocable confirmation from the Initial Sub-charterer) extend the charter period of the Initial Sub-charter in accordance with the terms thereunder;
---	---
(j)	they shall, and shall procure that each other Relevant Person will (where applicable), notify the Owners as soon as they become aware of the occurrence of:
---	---
(i)	any default by either any Approved Sub-charterer or the Charterers of the terms of an Assignable Sub-charter;
---	---
(ii)	an event of default or termination event howsoever called under the terms of any Assignable Sub-charter entitling either the Charterers or any Approved Sub-charterer to terminate an Assignable Sub-charter;
---	---
(iii)	breach of any Sanctions; or
---	---
(iv)	any Potential Termination Event or a Termination Event, and will keep the Owners fully up-to-date with all developments and the Charterers shall, if so requested by the Owners, provide any such certificate signed by<br> at least one officer, confirming that there exists no Termination Event;
---	---
(k)	they shall, and shall procure that each other Relevant Person will, on 30 June and 31 December of each calendar year and otherwise upon the Owners' and/or the Owners' Financiers (if any) request (acting reasonably)<br> from time to time and as soon as practicable after receiving such request, provide the Owners with any additional financial or other information relating:
---	---
30
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(i)	to the Vessel (including, but not limited to the management, employment, condition, class records, location and pooling arrangement of the Vessel) and, to their best knowledge having made due enquiry, to the Initial<br> Sub-charterer;
(ii)	the terms and conditions of any Sub-charter together with any other information relating to such Sub-charter; and
---	---
(iii)	to any other matter (which include without limitation, to their best knowledge having made due enquiry, any other matters relating to the Initial Sub-charterer) which may be reasonably requested by the Owners (or<br> the Owners' Financiers (if any)) at any time or which under the terms of the relevant Leasing Document may be sought from the person in possession of such information.
---	---
(l)	without prejudice to Clause 46.1(t), comply, or procure compliance, and shall procure that each other Relevant Person will comply or procure compliance, with all laws or regulations relating to the Vessel and its<br> construction, ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code, all Environmental Laws and the laws of the Vessel's registry and shall procure that the Technical Manager and the Commercial<br> Manager and the Vessel to be in the possession of proper trading certificates and other vessel related documents and to comply with other relevant laws and regulations;
---	---
(m)	the Vessel shall be maintained in the highest standard and classed with the Approved Classification Society and shall be free of all overdue conditions, recommendations, qualifications and conditions;
---	---
(n)	they shall not and shall ensure that each of the Other Charterers, the Guarantors and (following the Disposal), the New Shareholder shall not enter into any form of merger, sub-division,<br> amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control:
---	---
(i)	in the case of the Charterers or any Other Charterer, other than any “Disposal” made under and in accordance with the terms of this Charter and/or the Other Charters; and
---	---
(ii)	in the case of any Guarantor, unless it remains as the surviving entity after such merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting<br> control and clause 11.14 (Financial Covenant) of the relevant Guarantee is complied with;
---	---
(o)	they will comply, and will procure that each other Relevant Person, each other member of the Group or, will use best endeavours to procure that, any Sub-charterer will comply, with all Sanctions and all laws and<br> regulations relating to such Relevant Person, the Vessel and its construction, ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code (including the maintenance of an ISSC), all Environmental<br> Laws, all Anti-Money Laundering Laws, Business Ethics Laws and the laws of the Vessel's registry, and in particular, they shall effect and maintain a sanctions compliance policy which, inter alia, implements the recommendations of the<br> Sanctions Advisory, to ensure compliance with all such laws and regulations implemented from time to time, including, without limitation they will, and will procure that (in the case of any Sub-charterer, use best endeavours to procure that)<br> each other Relevant Person, each other member of the Group and any Sub-charterer will:
---	---
31
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(i)	conduct their activities in a manner consistent with US and UN sanctions, as applicable;
(ii)	have sufficient resources in place to ensure execution of and compliance with their own sanctions policies by their personnel, e.g., direct hires, contractors, and staff;
---	---
(iii)	ensure subsidiaries and affiliates comply with the relevant policies, as applicable;
---	---
(iv)	have relevant controls in place to monitor automatic identification system (AIS) transponders;
---	---
(v)	have controls in place to screen and assess onboarding or offloading cargo in areas they determine to present a high risk;
---	---
(vi)	have controls to assess authenticity of bills of lading, as necessary; and
---	---
(vii)	have controls in place consistent with the Sanctions Advisory;
---	---
(p)	without limiting Clause 46.1(o), they will procure that:
---	---
(i)	the Vessel shall not be constructed, operated, employed, managed, used by or for the benefit of a Prohibited Person;
---	---
(ii)	the Vessel shall not be employed in trading with any Prohibited Person or in any manner contrary to Sanctions;
---	---
(iii)	notwithstanding any other provision of this paragraph (p), the Vessel shall not be permitted to call at any port in any Prohibited Country or any area or country where trading in such area or country would<br> constitute or would be reasonably expected to constitute a breach of Sanctions;
---	---
(iv)	the Vessel shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances or in any manner which would result or would reasonably<br> be expected to result in any Relevant Person or the Owners becoming a Prohibited Person; and
---	---
(v)	that each charterparty in respect of the Vessel (other than the Initial Sub-charter) shall contain, for the benefit of the Owners, language which gives effect to the provisions of Clause 46.1(p) as regards Sanctions<br> and of this Clause and which permits refusal of employment or voyage orders if compliance would result in a breach of Sanctions and which prohibits trading to any Prohibited Country;
---	---
(q)	they shall ensure that the Market Value of the Vessel will be tested at any of the following instances:
---	---
(i)	in the absence of a Termination Event which is continuing, at least once every calendar year during the Charter Period (being, 31 December of each calendar year) and the Charterers shall procure a valuation report<br> issued by the Approved Valuers to be delivered to the Owners (for the avoidance of doubt, such valuation report should be dated not earlier than fifteen (15) calendar days before the applicable testing date (or on such other date as the<br> Owners and the Charterers may agree));
---	---
(ii)	if, in the opinion of the Owners, any volatile market fluctuations occur that may affect the value of the Vessel or vessels of the similar type of the Vessel, at any time at the request of the Owners, but in any<br> case no more than once per calendar year-in addition to any report obtained pursuant to sub-paragraph (i) above;
---	---
32
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(iii)	at any time at the request of the Owners (acting reasonably) if the Owners have determined that the then applicable Outstanding Capital Balance is likely to exceed eighty five (85%) per cent of the Market Value of<br> the Vessel; and
(iv)	upon the occurrence of a Termination Event which is continuing, at any time at the request of the Owners, and in each case above, the Charterers shall bear the fees and expenses of the Approved Valuers arising in<br> connection with conducting any such valuations or reimburse the same to the Owners (as the case may be).
---	---
(r)	they shall notify the Owners immediately of:
---	---
(i)	as soon as they become aware, any Environmental Claim made against the Charterers or any Sub-charterer in connection with the Vessel or any Environmental Incident;
---	---
(ii)	arrest or detention of the Vessel;
---	---
(iii)	any exercise or purported exercise of any lien on that Vessel or its Earnings or any requisition of that Vessel for hire;
---	---
(iv)	any damage caused to or alteration of the Vessel for any reason whatsoever which results, or may be expected to result, in repairs on the Vessel which exceed $5,000,000; or
---	---
(v)	any casualty or occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become, a Major Casualty;
---	---
(s)	subject to the terms of this Charter, the Charterers may freely sub-charter the Vessel (other than on a bareboat charter basis, irrespective of duration) save that the Owners' prior written consent shall be required<br> to any Assignable Sub-charter (such consent not to be unreasonably withheld or delayed) and the Charterers shall assign all their rights and interests under such Assignable Sub-charter and procure (on a best efforts basis) the Sub-charterer<br> of such Assignable Sub-charter to give a written acknowledgment of such assignment and provide such documents as the Owners may reasonably require regarding the due execution of such Assignable Sub-charter;
---	---
(t)	they shall, and shall procure that each other Relevant Person will, comply with all applicable laws and regulations in respect of Sanctions, and in particular, the Charterers shall effect and maintain a sanctions<br> compliance policy to ensure compliance with all such laws and regulations implemented from time to time;
---	---
(u)	they shall, and shall procure that each other Relevant Person and their respective officers, directors and employees, will:
---	---
33
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(i)	conduct its business in compliance with all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;
(ii)	maintain systems, controls, policies and procedures designed to promote and achieve ongoing compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;
---	---
(iii)	in respect of the Charterers, not use, or permit or authorize any person to directly or indirectly use, the Financing Amount for any purpose that would breach any Anti-Money Laundering Laws, Anti-Terrorism Financing<br> Laws and/or Business Ethics Laws;
---	---
(iv)	not lend, invest, contribute or otherwise make available the Financing Amount to or for any other person in a manner which would result in a violation of Anti-Money Laundering Laws, Anti-Terrorism Financing Laws<br> and/or Business Ethics Laws.
---	---
(v)	they shall, and shall procure that that each other Relevant Person will, promptly notify the Owners and provide all information in relation to its business and operations which may be relevant for the purposes of<br> ascertaining whether they are in compliance with all applicable laws and regulations relating to Sanctions, and in particular, the Charterers shall notify the Owners in writing immediately upon being aware that any of the Charterers'<br> shareholders, directors, officers or employees is a Prohibited Person or has otherwise become a target of Sanctions;
---	---
(w)	they shall not appoint or permit to be appointed any manager of the Vessel save for an Approved Manager on terms acceptable to the Owners and such Approved Manager has (prior to accepting its appointment entered<br> into a Manager's Undertaking);
---	---
(x)	if at any time;
---	---
(i)	the shares of any Guarantor and/or (following the Disposal) the New Shareholder cease to trade on The New York Stock Exchange or the NASDAQ or Over the Counter (OTC), the Charterers shall promptly, and in any event<br> within thirty (30) days upon receiving written request from the Owners, provide, or ensure that a third party has provided, additional security acceptable to the Owners and documented in such terms as the Owners may require; or
---	---
(ii)	pursuant to Clause 46.1(q), it is determined that the then applicable Outstanding Capital Balance exceeds eighty five (85%) per cent of the Market Value of the Vessel (the "LTV<br> Breach" and the said difference between the applicable Outstanding Capital Balance and eighty five (85%) per cent of the Market Value of the Vessel shall be referred to as the "shortfall"), the<br> Charterers shall, promptly and in any event no later than the date falling thirty (30) days from the date on which the Owners receive the valuation report(s) pursuant to Clause 46.1(q), at the Owners' discretion, either:
---	---
(1)	make payment in an amount such as to eliminate the shortfall which payment shall be deemed to be an advance payment of hire and credited against future instalment(s) of Fixed Charterhire (or part thereof) such that<br> the amount of Fixed Charterhire for each Payment Date falling after that prepayment will be reduced pro rata by the amount paid; and/or
---	---
34
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(2)	provide, or ensure that a third party has provided, additional Security Interests which, has a Market Value (in the case of a Security Interests over a vessel) or otherwise in the opinion of the Owners (in the case<br> of Security Interests over any other asset) has a net realisable value at least equal to the shortfall and is acceptable to the Owners, and which is documented in such terms as the Owners may require.
(y)	save with the prior written consent of the Owners (such consent not to be unreasonably withheld or delayed), they shall not, and shall procure that no other Relevant Person shall, agree or enter into any<br> transaction, arrangement, document or do or omit to do anything which will have the effect of varying, amending, supplementing or waiving any term of the Initial Sub-charter or any other Assignable Sub-Charter;
---	---
(z)	they shall ensure that:
---	---
(i)	all Earnings and any other amounts received by them in connection with the Vessel are paid into the Operating Account^^;
---	---
(ii)	all of their operating expenses in connection with the Vessel are paid from the Operating Account or via the monthly budget from the manager's bank account which shall be credited from the Operating Account^^; and
---	---
(iii)	the credit balance in the Operating Account shall not at any time as from the Commencement Date, be less than $400,000;
---	---

(aa)

(i)	they shall not:
(1)	purchase, cancel or redeem any of its issued shares;
---	---
(2)	increase or reduce the number of shares that it is authorized to issue or change the par value of such shares or create any new class of shares;
---	---
(3)	issues any further shares; and
---	---
(ii)	they shall not, and shall procure that each Guarantor and (following the Disposal) the New Shareholder shall not, make or pay any dividend or other distribution (in cash or in kind) in respect of its issued shares<br> to any shareholder (including the holders of preference shares (if any)) following the occurrence of a Termination Event (other than a Termination Event which has been waived by the Owners or remedied to the<br> satisfaction of the Owners (acting reasonably));
---	---
(bb)	the Vessel shall be registered under the Flag State at all times;
---	---
(cc)	they shall ensure that the Vessels to be maintained with all spare parts on board and on order and with all stores on board together with all records, logs, plans, operating manuals and drawings in relation to the<br> Vessel or the Vessel's operations and/or maintenance;
---	---
35
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(dd)	they shall, upon the request of the Owners and at the cost of the Charterers, on or before 31st July in each calendar year, supply or procure the supply to the Owners all information necessary in order for the<br> Owners to comply with their or any Owners' Financiers' obligations under the Poseidon Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption data required to be collected and reported in<br> accordance with Regulation 22A of Annex VI and any Statement of Compliance relating to the Vessel for the preceding calendar year and, for the avoidance of doubt, such information shall be "Confidential Information" for the purposes of Clause<br> 57 – (Confidentiality) but the Charterers acknowledge that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the Owners' and/or Owners'<br> Financiers' portfolio climate alignment;
(ee)	they will procure that:
---	---
(i)	no Disposal shall take place unless fifteen (15) Business Days prior written notification has been given to the Owners;
---	---
(ii)	without prejudice to paragraph (i) above, on the completion of a Disposal, the relevant Disposal Conditions are, or will be satisfied;
---	---
(iii)	upon the completion of the Disposal, the Security Interest created under the New Shares Security shall be fully perfected in accordance with the terms of the New Shares Security;
---	---
(iv)	there shall be made and/or deemed to be made any further amendments necessary consequential to the effect of the Disposal to the Leasing Documents, or otherwise reasonably required by the Owners the "Disposal Amendments").
---	---
(ff)	they:
---	---
(i)	shall or shall procure that any other organisation or person whom the Charterers have contractually agreed to take over all duties and responsibilities imposed by the ISM Code (including each Approved Manager or any<br> Sub-charterer) will:
---	---
(1)	surrender any Emission Allowances in respect of the Vessel under any applicable Emission Scheme; and
---	---
(2)	promptly upon the Owners’ request, provide and submit such signed mandate letter in the form required by the Owners and the relevant authority and provide any other information and documents as required by the<br> Owners and/or the relevant authority in relation to any applicable Emission Scheme;
---	---
(ii)	shall fulfil all obligations (including without limitation, paying all documented costs, expenses, liabilities and losses, legal and accounting fees and disbursements, penalties and interest) which may be imposed on<br> the Owners as registered owner of the Vessel by the MARPOL Carbon Intensity Regulations; and
---	---
(iii)	shall promptly pay all documented amounts of any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with EU ETS and Fuel EU Maritime, or any consequences resulting from or<br> in connection with non-compliance with EU ETS and Fuel EU Maritime;
---	---
36
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(gg)	without prejudice to the foregoing paragraph (ff) in relation to EU ETS:
(i)	if the Vessel sails into any European Union ports, the Charterers shall register the Vessel as part of a "Shipping Company" as required under EU ETS and shall comply in all respects with EU ETS and Fuel EU Maritime<br> as it applies to them;
---	---
(ii)	if required by the Owners, the Charterers shall provide a letter in a format to be acceptable to the Owners confirming that they have assumed responsibility for the operation of the Vessel and have indemnified the<br> Owners of all liabilities under EU ETS and Fuel EU Maritime (the "ETS and Fuel EU Maritime Letter");
---	---
(iii)	the Charterers shall submit the ETS and Fuel EU Maritime Letter to the relevant administering authority upon registration of the Vessel pursuant to EU ETS and shall promptly provide the Owners (which shall be no<br> later than fourteen (14) days of the Owners’ demand) with evidence of such submission and registration; and
---	---
(iv)	if required by the Owners, the Charterers shall enter and shall exercise its best efforts to procure that any other organisation or person whom the Charterers have contractually agreed to take over all duties and<br> responsibilities imposed by the ISM Code (including the Approved Manager or any Sub-charterer) enters an agreement with the Owners setting out how the parties will co-operate to exchange, review and analyse all relevant data and information<br> relating to the ETS and Fuel EU Maritime as required to enable the parties to ensure compliance with the EU ETS and Fuel EU Maritime in accordance with the parties' obligations under Clauses 46.1(ff), (gg) and (hh) (the "ETS and Fuel EU Maritime Agreement"); and
---	---
(hh)	they shall (and they shall procure that each of the Approved Manager and the Sub- charterer shall):
---	---
(i)	co-operate and exchange all relevant data and information with each other in a timely manner to:
---	---
(1)	facilitate compliance by the Charterers and any other Emission Scheme Participant with any applicable Emission Scheme; and
---	---
(2)	enable the Charterers and any other Emission Scheme Participant to calculate the amount of Emission Allowances in respect of the Vessel which are required to be surrendered to the relevant Emission Scheme Authority<br> for that Emission Scheme during the Charter Period,
---	---
(ii)	promptly supply to the relevant Emission Scheme Authority relating to any applicable Emission Scheme with all relevant documents (including without limitation, any relevant mandating documents required in connection<br> with surrendering the relevant Emission Allowances to the relevant Emission Scheme Authority relating to the relevant Emission Scheme) required to be provided to such Emission Scheme Authority relating to such Emission Scheme, and to do all<br> such things necessary or advisable to ensure that the Owners, the Charterers, each Emission Scheme Participant and the Vessel will be in compliance with all Environmental Laws.
---	---
37
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

46.2	Russian oil price cap
(a)	The Charterers undertake that they will, at all times comply, and require compliance by:
---	---
(i)	all Sub-charterers of the Vessel;
---	---
(ii)	all parties (each a "Counterparty") with whom the Charterers or a sub-charterer enters into a contract of carriage in respect of the Vessel, with the Russian Oil Price Cap<br> Measures.
---	---
(b)	Without prejudice to the generality of paragraph (a) above, the Charterers undertake that they will prior to the Vessel first commencing lifting or loading of Russian Oil Products (including any ship-to-ship or<br> similar transfer) or the effective date of a contract between the Charterers and an applicable Counterparty (whichever is earlier) and, throughout the duration of each contract, prior to any lifting or loading of Russian Oil Products<br> (including any ship-to-ship or similar transfer) obtain:
---	---
(i)	price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(ii)	a signed attestation from its applicable Counterparty that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(iii)	documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.
---	---
(c)	In addition to the generality of the undertaking at paragraph (a) above, the Charterers shall promptly, and in any event no later than 30 days after the Vessel commencing any lifting or loading of Russian Oil<br> Products (including any ship-to-ship or similar transfer) provide to the Owners such of the following as the Owners shall specify:
---	---
(i)	price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(ii)	an attestation signed by an authorised signatory in the form set forth in Schedule 4 confirming that the Charterers have complied in all respects with the Russian Oil Price Cap Measures; or
---	---
(iii)	documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.
---	---
(d)	Without prejudice to the generality of paragraph (a) above, the Charterers undertake to the Owners that they will ensure, exercising best commercial endeavours, that any sub-charter or other contract of carriage in<br> respect of the Vessel will include for the benefit of the Charterers provisions requiring the sub-charterer or person to whom the Charterers have sub-let the Vessel or with whom it has entered into a contract of carriage to comply with the<br> Russian Oil Price Cap Measures and to provide such information and documentation at such times as is necessary for the Charterers to comply with this Clause 46.2 (Russian oil price cap).
---	---
38
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(e)	The Charterers undertake that they will:
(i)	provide the Owners with such information, and at such times, as they may reasonably require for the purposes of the Owners satisfying any record keeping obligations applicable to them or an Affiliate under the<br> Russian Oil Price Cap Measures;
---	---
(ii)	promptly upon request and within 30 days of any request provide the Owners with such other information in relation to compliance with the Russian Oil Price Cap Measures as the Owners may from time to time<br> reasonably request including without limitation any information relating to ancillary costs as may be specified from time to time pursuant to the Russian Oil Price Cap Measures; and
---	---
(iii)	comply with such further or additional requirements as the Owners may from time to time require in writing, acting reasonably, in response to changes to any of the Russian Oil Price Cap Measures, or the<br> introduction of similar measures relating to Russian Oil Products, or changes to any guidance, application, interpretation or market practice in respect of the Russian Oil Price Cap Measures.
---	---

(f)	The Charterers shall undertake appropriate due diligence on their counterparties to satisfy themselves, based on the information available, of the reliability and accuracy of any information provided by such<br> counterparties for the purposes of or relating to satisfying the requirements of paragraph (b) above.
(g)	The Charterers agree that the Owners may forward all attestations and other documents which the Charterers may from time to time deliver to the Owners pursuant to paragraphs (c) and (e) above to any applicable<br> regulators or to any other party to which the Owners may be required to forward or disclose such attestations or other documents in accordance with the Russian Oil Price Cap Measures.
---	---

CLAUSE 47 – INSPECTION OF VESSEL

47.1	Without prejudice to Clause 47.2 (Inspection of Vessel) below, the Owners shall, after giving notice to the Charterers, be entitled to inspect or survey the Vessel or<br> instruct a surveyor to carry out such survey on their behalf:
(a)	to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained;
---	---
(b)	in dry-dock if the Charterers have not dry-docked the Vessel in accordance with Clause 10(g) (Periodical Dry-Docking); and
---	---
(c)	for any other reason they consider necessary, provided it does not unduly interfere with the operation of the Vessel.
---	---
39
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

47.2	The Owners shall be entitled to exercise its rights of inspection or survey as described under Clause 47.1 once a year at the cost of the Charterers and at any other time at the cost of the Owners (and, except where<br> inspection or survey is carried out pursuant to the following (a) or (b), without interference to the operation of the Vessel), save that (a) upon the occurrence of a Termination Event or the occurrence of any major insurance claims which<br> exceeds the Major Casualty amount in respect of the Vessel, the Owners shall have the right to inspect or survey the Vessel or instruct a duly authorized surveyor to carry out such survey on their behalf at any time (and for the avoidance of<br> doubt, more than once a year) without prior notice to, and at the cost of, the Charterers; and (b) the Owners shall have the right to inspect or survey the Vessel or instruct a duly authorized surveyor to carry out such survey on their behalf<br> at any time prior to the Commencement Date. The Charterers shall procure that the Owners can fully exercise such rights of inspection and survey.
47.3	The Charterers shall also permit the Owners to inspect the Vessel's log books whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other<br> accidents or damage to the Vessel.
---	---
47.4	Except as otherwise provided under Clause 47.2, the documented costs and fees for any inspection and survey permitted under this Clause shall be paid by the Charterers.
---	---
47.5	All time used in respect of inspection, survey or repairs pursuant to this Clause shall be for the Charterers' account and form part of the Charter Period.
---	---

CLAUSE 48 – VOLUNTARY PREPAYMENT

48.1	Upon providing the Owners not less than ninety (90) days' (or such shorter period as the Owners may agree) prior written notice, the Charterers shall have the option to make a prepayment to the Owners on the next<br> occurring Payment Date in an amount of a minimum of one million dollars (US$1,000,000) or higher integral multiples thereof provided that,
(a)	the Charterers may only exercise such option once per year after the date falling twelve (12) months from the Commencement Date;
---	---
(b)	any such prepayment shall be made together with a prepayment fee in the amount of:
---	---
(i)	if the option of such partial prepayment is exercised after the date falling twelve (12) months from the Commencement Date but on or before the date falling twenty four (24) months after the Commencement Date, one<br> point five per cent (1.5%) of the amount prepaid;
---	---
(ii)	if the option of such partial prepayment is exercised after the date falling twenty four (24) months from the Commencement Date but on or before the date falling thirty six (36) months from the Commencement Date,<br> one per cent (1.00%) of the amount prepaid; or
---	---
(iii)	if the option of such partial prepayment is exercised after the date falling thirty six (36) months from the Commencement Date, zero per cent (0%);
---	---
(c)	the aggregate amount of any such prepayment shall not exceed $5,000,000 in total throughout the Charter Period; and
---	---
40
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(d)	any such prepayment shall be deemed to be an advance payment of hire and credited against future instalment(s) of Fixed Charterhire (or part thereof) such that the amount of Fixed Charterhire for each Payment Date<br> falling after that prepayment will be reduced pro rata by the amount paid.

CLAUSE 49 – TERMINATION EVENTS

49.1	The Owners and the Charterers hereby agree that any of the following events shall constitute a Termination Event:
(a)	any Relevant Person fails to make any payment on the due date or on demand in accordance with the terms of any Leasing Document to which it is a party, unless such non-payment is caused by administrative or<br> technical error and the relevant payment is made within three (3) Business Days (in the case of payment of Charterhire) or five (5) Business Days (in the case of any other payment, other than Charterhire) of the relevant due date;
---	---
(b)	the Charterers breach or omit to observe or perform any of their undertakings in Clause 46.1 (a), (f), (g), (j)(iii), (l), (o), (p), (t), (u), (v), (x) or (z)(iii) or any Guarantor breaches or omits to observe or<br> perform any of its undertakings or the financial covenants contained under clause 11.14 (Financial covenants) of the relevant Guarantee or (following the Disposal) the New Shareholder breaches or omits<br> to observe or perform any of its undertakings or the financial covenants contained under the New Guarantee;
---	---
(c)	the Charterers fail to obtain and/or maintain the Insurances required under Clause 39 – (Insurance) in accordance with the provisions thereof (or any insurer in respect of<br> such Insurances cancels the Insurances or disclaims liability with respect thereto);
---	---
(d)	any Relevant Person commits any other breach of, or omits to observe or perform, any of their other obligations or undertakings in this Charter or any Leasing Document (other than a breach referred to in paragraphs<br> (a), (b) and (c) above) unless such breach or omission is in the opinion of the Owners, remediable and the Relevant Person remedies (or cause to remedy) such breach or omission to the satisfaction of the Owners within fifteen (15) Business<br> Days of the occurrence of such breach or omission;
---	---
(e)	any representation or warranty made by any Relevant Person in or pursuant to any Leasing Document to which it is a party proves to be untrue or misleading when it is made;
---	---
(f)	any of the following occurs in relation to any Financial Indebtedness of any of the Charterer, the Guarantors and (following the Disposal) the New Shareholder:
---	---
(i)	any Financial Indebtedness of such entity is not paid when due or, if so payable, on demand after any applicable grace period has expired;
---	---
(ii)	any Financial Indebtedness of such entity becomes due and payable, or capable of being declared due and payable, prior to its stated maturity date as a consequence of any event of default and not as a consequence of<br> the exercise of any voluntary right of prepayment;
---	---
(iii)	a lease, hire purchase agreement or charter creating any Financial Indebtedness of such entity is terminated by the lessor or owner as a consequence of any termination event or event of default (howsoever defined);<br> or
---	---
(iv)	any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction, relating to any Financial Indebtedness<br> of such entity ceases to be available or becomes capable of being terminated or declared due and payable or cash cover is required or becomes capable of being required, as a result of any termination event or event of default (howsoever<br> defined); provided that no Termination Event will occur under this paragraph (f) in respect of (A) the any Guarantor if the aggregate amount of Financial Indebtedness falling within sub-paragraphs (i) to (iv) above is less than US$10,000,000<br> (or its equivalent in any other currency or currencies) or (B) the Charterer if the aggregate amount of Financial Indebtedness falling within sub-paragraphs (i) to (iv) above is less than US$2,000,000 (or its equivalent in any other currency<br> or currencies);
---	---
41
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(g)	any of the following occurs in relation to any of the Charterer, the Guarantors and (following the Disposal) the New Shareholder:
(i)	such entity becomes, in the opinion of the Owners, unable to pay their debts as they fall due;
---	---
(ii)	in respect of such entity, the value of its assets is less than its liabilities (taking into account contingent liabilities);
---	---
(iii)	any administrative or other receiver is appointed over all or a substantial part of the assets of such entity unless as part of a solvent reorganisation which has been approved by the Owners;
---	---
(iv)	such entity makes any formal declaration of bankruptcy or any formal statement to the effect that they are insolvent or likely to become insolvent, or a winding up or administration order is made in relation to such<br> entity, or the members or directors of such entity pass a resolution to the effect that they should be wound up, placed in administration or cease to carry on business;
---	---
(v)	a petition is presented in any Relevant Jurisdiction for the winding up or administration, or the appointment of a provisional liquidator, of such entity;
---	---
(vi)	such entity petitions a court, or presents any proposal for, any form of judicial or non-judicial suspension or deferral of payments, reorganisation of their debt (or certain of their debt) or arrangement with all<br> or a substantial proportion (by number or value) of their creditors or of any class of them or with a minority proportion (by number or value) of their creditors or of any class of them which would reasonably likely to have a Material Adverse<br> Effect or any such suspension or deferral of payments, reorganisation or arrangement is effected by court order, contract or otherwise;
---	---
(vii)	any meeting of the members or board of directors of such entity is summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraph (iii), (iv), (v)<br> or (vi);
---	---
42
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(viii)	in any jurisdiction, any event occurs or any procedure is commenced which, in the opinion of the Owners, is similar to any of the foregoing referred to in (ii) to and including (vii) above; or
(ix)	any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction which affects any asset or assets of such entity which is not discharged within fourteen (14) days;
---	---
(h)	the Charterer or any Guarantor or (following the Disposal) the New Shareholder suspends or ceases or threatens to suspend or cease carrying on its business;
---	---
(i)	any consent, approval, authorisation, license or permit necessary to enable the Charterers to operate or charter the Vessel or any Relevant Person to comply with any provision of Leasing Document (as the case may<br> be) and/or to ensure that the obligations of any Relevant Person under any Leasing Document are legal, valid, binding or enforceable (I) is not granted, (II) expires without being renewed, (III) is revoked or becomes liable to revocation or<br> (IV) any condition of such a consent, approval, authorisation, license or permit is not fulfilled;
---	---
(j)	any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect;
---	---
(k)	this Charter or any Leasing Document or any Security Interest created by a Leasing Document:
---	---
(i)	is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason or no longer constitutes valid, binding and enforceable obligations of any party to that<br> document for any reason whatsoever; or
---	---
(ii)	is amended or varied without the prior written consent of the Owners;
---	---
(l)	the Charterer, any Guarantor, the Approved Manager or (following the Disposal) the New Shareholder rescinds or purports to rescind or repudiates or purports to repudiate a Leasing Document;
---	---
(m)	the Security Interest constituted by any Leasing Document is in any way imperiled or in jeopardy;
---	---
(n)	any Termination Event (as defined in the Existing Charter A) occurs under the Existing Charter A;
---	---
(o)	any Termination Event (howsoever described in the Existing BBC) occurs under the Existing BBC;
---	---
(p)	any Termination Event (as defined in each Other Charter) occurs under such Other Charter (for the avoidance of doubt, in relation to each Other Charter, this shall exclude any cancellation or termination of the MOA<br> (as defined in such Other Charter) and/or such Other Charter pursuant to clause 51A of such Other Charter);
---	---
(q)	if any Relevant Person:
---	---
43
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(i)	is or becomes a Prohibited Person;
(ii)	is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;
---	---
(iii)	owns or controls a Prohibited Person;
---	---
(iv)	has a Prohibited Person serving as a director, officer or employee;;
---	---
(r)	save as expressly permitted under this Charter there is a merger, amalgamation, demerger or corporate reconstruction of any of the Charterers, the Other Charterers, the Guarantors and (following the Disposal) the<br> New Shareholder, without the Owners' prior written consent;
---	---

(s)

(i)	the shares of any Guarantor and/or (following the Disposal) the New Shareholder cease to trade on The New York Stock Exchange or the NASDAQ or Over the Counter (OTC), unless the Charterers comply with their<br> obligations under Clause 46.1(x); or
(ii)	any Guarantor and/or (following the Disposal) the New Shareholder cease being an entity reporting with the U.S. Securities and Exchange Commission;
---	---
(t)	there is a change in control of ownership or control of the Charterers or there is a change of voting control in the case of any Guarantor and/or (following the Disposal) the New Shareholder as set out in Clause 45<br> – (Representations and Warranties) unless prior written consent from the Owners has been obtained prior to such change;
---	---
(u)	there is any occurrence of any litigation, arbitration or administrative proceedings or investigations involving a Relevant Person which has been commenced or taken and has been adversely determined and which has or<br> is reasonably likely to have a Material Adverse Effect; or
---	---
(v)	any lease, hire purchase agreement, charter or any other financing arrangement in respect of any Associated Vessel (other than the Vessel and the Other Vessels) is terminated, cancelled or repudiated by the relevant<br> lessor or owner or financier as a consequence of any termination event or event of default (howsoever defined therein).
---	---
49.2	Notwithstanding and without prejudice to Clause 33 – (Cancellation), upon the occurrence of any Termination Event which is continuing, the Owners may issue a written notice<br> to the Charterers terminating this leasing of the Vessel under this Charter and demanding payment of the Termination Sum (the "Termination Notice"), whereupon<br> the Charterers shall be obliged to pay the Termination Sum to the Owners on the date specified by the Owners in their sole discretion in the Termination Notice (the "Termination Date").
---	---
49.3	For the avoidance of doubt, notwithstanding any action taken by the Owners following a Termination Event, the Charterers shall remain liable for the outstanding obligations on their part to be performed under this<br> Charter including but not limited to all insurance, operational and maintenance covenants until such time as the Vessel is redelivered to the Owners in accordance with Clause 41.5, or the title is transferred to the Charterers in accordance<br> with Clause 41.3, the Vessel is sold in accordance with 41.9 or the Owners exercise the option set out in Clause 41.10.
---	---
44
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

49.4

Without limiting the generality of the foregoing or any other rights of the Owners (but without prejudicing the rights of the Charterers pursuant to Clause 41.9), upon the occurrence of a Termination Event which is continuing, the Charterers agree and acknowledge that the Owners shall have the sole and exclusive right and power to (i) settle, compromise, compound, adjust or defend any action, suit or proceeding relating to or pertaining to the Vessel, (ii) make proof of loss, appear in and prosecute any action arising from any policy or policies of insurance maintained pursuant to this Charter, and settle, adjust or compromise any claims for loss, damage or destruction under, or take any other action in respect of, any such policy or policies and/or change or appoint a new manager for the Vessel and the appointment of any originally appointed manager may be terminated immediately without any recourse to the Owners.

49.5

Each Termination Event which is continuing shall either be a breach of condition by the Charterers where it involves a breach of this Charter or any of the other Leasing Document by the Charterers or shall otherwise be an agreed terminating event, the occurrence of which gives rise to a right of the Owners to terminate the leasing of the Vessel under this Charter and to exercise its rights under this clause, provided that, in case of a breach of contract claim, the claim amount of the Owners should not exceed the applicable Termination Sum as at the relevant time.

---

CLAUSE 50 – MANDATORY SALE

50.1	If it becomes unlawful in any applicable jurisdiction for the Owners to perform any of their obligations as contemplated by this Charter or the MOA to perform their obligations under the Financial Instruments, the<br> Owners shall notify the Charterers of this event and the Charterers shall be required to pay the Mandatory Sale Price to the Owners within sixty (60) days following such written<br> notice by the Owners or, if earlier, the date specified by the Owners in the notice delivered to the Charterers (being no earlier than the last day of any applicable grace period permitted by law), and this Charter shall terminate in<br> accordance with the procedures set out in Clause 50.4.
50.2	If it is or has become:
---	---
(a)	unlawful or prohibited, whether as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or
---	---
(b)	contrary to, or inconsistent with, any regulation, for any Relevant Person to maintain or give effect to any of its obligations under this Charter or any of the other Leasing Documents to which it is a party in the<br> manner it is contemplated under such Leasing Document or any of the obligations of such Relevant Person under any Leasing Document to which it is a party are not or cease to be legal, valid, binding and enforceable, the Charterers shall be<br> required to pay the Mandatory Sale Price to the Owners within sixty (60) days following such occurrence or, if earlier, a date specified by the Owners (being no earlier than the last day of any applicable grace period permitted by law), and<br> this Charter shall terminate in accordance with the procedures set out in Clause 50.4.
---	---
45
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

50.3

If there is a breach of 46.1(j)(iii), 46.1(t), 46.1(u) or 46.1(v) in any such case on the basis that reference to "the People's Republic of China" applies to the definition of "Prohibited Person" or paragraph (e) of the definition of "Sanctions Authority" applies to the definition of "Sanctions Authority", the Charterers shall be required to pay the Mandatory Sale Price to the Owners within sixty (60) days following such occurrence or, if earlier, a date specified by the Owners (being no earlier than the last day of any applicable grace period permitted by law or the relevant official institution, agency or the government of the People's Republic of China) and this Charter shall terminate in accordance with the procedures set out in Clause 50.4.

50.4

If the Mandatory Sale Price becomes payable in accordance with Clause 36.13 or Clause 37.3 or Clause 50.1 or Clause 50.2 or Clause 50.3 or Clause 55.5, the same shall (in each such case) be payable in consideration of the purchase and transfer of the legal and beneficial title of the Vessel pursuant to Clause 53 – (Sale of the Vessel). The day on which the Mandatory Sale Price is paid pursuant to Clause 36.13 or Clause 37.3 or Clause 50.1, Clause 50.2 or Clause 50.3 or Clause 55.5 is a "Mandatory Sale Date" and such transfer of Vessel provided therein is a "Mandatory Sale".

---

CLAUSE 51 – VOLUNTARY EARLY TERMINATION

51.1	The Charterers shall have the right (the "Voluntary Early Termination"), after the date falling twelve (12) months from the Commencement Date, to purchase the Vessel on any<br> date specified in the Voluntary Early Termination Notice (as hereinafter defined) at the applicable Voluntary Early Termination Price, subject to the other terms of this Clause 51 – (Voluntary Early<br> Termination).
51.2	The Voluntary Early Termination shall be exercisable only:
---	---
(a)	upon the Charterers providing not less than ninety (90) days' prior written notice (the "Voluntary Early Termination Notice") to purchase the Vessel;
---	---
(b)	after the date falling twelve (12) months from the Commencement Date (unless otherwise agreed by the Owners) (the "Voluntary Early Termination Date"); and
---	---
(c)	in the absence of the occurrence of a Termination Event which is continuing on or prior to either the date of the Voluntary Early Termination Notice or the Voluntary Early Termination Date.
---	---
51.3	The Voluntary Early Termination Notice shall be signed by a duly authorised officer or attorney of the Charterers and, once delivered to the Owners, will be irrevocable and the Charterers shall be bound to pay to<br> the Owners the Voluntary Early Termination Price on the Voluntary Early Termination Date.
---	---
51.4	The sale of the Vessel pursuant to the Charterers' exercise of the Voluntary Early Termination shall be conducted in accordance with Clause 53 – (Sale of the Vessel).
---	---

CLAUSE 51A –USTR TERMINATION EVENT

51A.1	If, prior to the occurrence of the date falling twelve (12) months from the Commencement Date, in relation to any port call of the Vessel in the US (a "US Port Call"):
(a)	the Charterers and/or any Approved Sub-charterer determine that such call would result in additional port fees, dues, imposts, levies or any other additional fees or expenses (the "Additional Port Call Fees") (for the avoidance of doubt, as between the Owners and Charterers (the "Parties") any such Additional Port Call Fees shall be borne by the<br> Charterers); and
---	---
46
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(b)	in the reasonable opinion of the Charterers, such Additional Port Call Fees;
(i)	would be incurred by the Charterers and/or the Approved Sub-charterer (as the case may be) exclusively due to the beneficial or legal ownership of the Owners;
---	---
(ii)	arise as a result of the Section 301 (of the U.S. Trade Act of 1974) Investigations on China’s Targeting of the Maritime, Logistics and Shipbuilding Sectors for Dominance, or any governmental policy or directive targeting Chinese maritime<br> or financial interests; and
---	---
(iii)	would have direct and adverse effect to the business or operations of the Charterers (for the purposes of this sub-paragraph (iii), a direct and adverse effect shall be deemed to exist if:
---	---
(x)	in relation to the Initial Sub-charter, the Initial Sub-charterer has informed the Charterers of its intention to terminate the Initial Sub-charter as a result of the Additional Port Call Fees; or
---	---
(y)	in relation to any other Assignable Sub-charter, the relevant Approved Sub-charterer has informed the Charterers of its intention to terminate such other Assignable Sub-charter pursuant to certain provisions<br> thereunder which are equivalent or similar to this Clause 51A (USTR Termination Event)); or
---	---
(z)	the Additional Port Call Fees would substantially increase the port fees, dues, imposts, levies or any other fees or expenses that would need to be paid for the specific US Port Call had the Additional Port Call<br> Fees not been imposed), the Charterers shall notify the Owners accordingly and provide the Owners with all documentary evidence relating to it as reasonably requested by the Owners (which shall include, among other things, any applicable<br> termination notice from the relevant Approved Sub-charterer, US governmental directive, ports demand, expert opinion or finance report), following which, the Parties shall, for a period of up to sixty (60) (or such shorter period as agreed by<br> the Parties) days (the “USTR Remedy Period”), take all reasonable steps to mitigate any such circumstances or events provided that:
---	---
(A)	this Clause 51A (USTR Termination Event) does not constitute a waiver of the obligations of any Relevant Person under any Leasing Documents;
---	---
(B)	the Parties shall fully co-operate with each other (in the case of the Charterers, they shall procure on a best effort basis that the Approved Sub-charterer will also fully co-operate with the Parties), to effect<br> any mitigation measures that has been agreed between the Parties, and the Charterers shall be responsible for all pre-agreed documented costs and expenses reasonably incurred by the Owners in connection with such mitigation measures;
---	---
47
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(C)	if at the end of the first 15 days of the USTR Remedy Period, (1) no preliminary mitigation measures have been agreed upon between the Parties or (2) either Party reasonably determines that no mitigation measures<br> could be agreed upon and implemented by the Parties before the end of the USTR remedy period, sub-paragraph (D) below shall be applicable;
(D)	if this sub-paragraph (D) applies pursuant to sub-paragraph (C) above or following the expiration of the USTR Remedy Period:
---	---
(1)	the Charterers shall have the option to (but always at the cost of the Charterers):
---	---
(x)	in the case where the Vessel is not delivered by the Charterers as sellers to the Owners as buyers under the MOA as of the relevant date, cancel the MOA in accordance with the terms thereof; or
---	---
(y)	otherwise, purchase the Vessel on any date thereafter (the “Special Termination Date”) as specified in a written notice by the Charterers to the Owners (the “Special Termination Notice”) at the applicable Special Termination Amount, subject always to giving the Owners no less than (in case this sub-paragraph (D) applies pursuant to sub-paragraph (C) above) 30<br> days’ prior written notice or (in case this sub-paragraph (D) applies following the expiration of the USTR Remedy Period) five (5) Business Days’ prior written notice (as the case may be);
---	---
(2)	a Special Termination Notice shall be signed by a duly authorised officer or attorney of the Charterers and, once delivered to the Owners, is irrevocable and the Charterers shall be bound to pay to the Owners the<br> Special Termination Amount on the Special Termination Date;
---	---
(3)	only one Special Termination Notice may be served throughout the duration of the Charter Period; and
---	---
(4)	upon the Owners' receipt in full of the applicable Special Termination Amount, the Owners shall immediately transfer the legal and beneficial ownership of the Vessel in accordance with the terms and conditions set<br> out at Clause 53 – (Sale of the Vessel) to the Charterers or their nominees.
---	---
48
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

CLAUSE 52 – PURCHASE OBLIGATION

CLAUSE 53 – SALE OF THE VESSEL

53.1	The sale of the legal and beneficial interest and title in the Vessel pursuant to the Charterer's payment of the Termination Sum under Clause 41 – (Termination, Redelivery and Total<br> Loss), the Charterers' exercise of the Charterers' Voluntary Early Termination under Clause 51 – (Voluntary Early Termination) or the Charterers' payment of the Special Termination Amount<br> under 51A (USTR Termination Event), the Charterers' payment of the Purchase Obligation Price under Clause 52 – (Purchase Obligation) or the completion of the<br> Mandatory Sale under Clause 50 – (Mandatory Sale) shall be on an "as is where is" and subject to the following terms and conditions:
(a)	no condition, warranty or representation of any kind is or has been given by or on behalf of the Owners in respect of the Vessel or any part thereof, and accordingly the Charterers confirm that they have not, in<br> entering into this Charter, relied on any condition, warranty or representation by the Owners or any person on the Owners' behalf, express or implied, whether arising by law or otherwise in relation to the Vessel or any part thereof,<br> including, without limitation, warranties or representations as to the description, suitability, quality, merchantability, fitness for any purpose, value, state, condition, appearance, safety, durability, design or operation of any kind or<br> nature of the Vessel or any part thereof, and the benefit of any such condition, warranty or representation by the Owners is hereby irrevocably and unconditionally waived by the Charterers to the extent permissible under applicable law;
---	---
(b)	the Charterers hereby also waive any rights which they may have in tort in respect of any of the matters referred to under paragraph (a) above and irrevocably agree that the Owners shall have no greater liability in<br> tort in respect of any such matter than they would have in contract after taking account of all of the foregoing exclusions. No third party making any representation or warranty relating to the Vessel or any part thereof is the agent of the<br> Owners nor has any such third party authority to bind the Owners thereby. Notwithstanding anything contained above, nothing contained herein is intended to obviate, remove or waive any rights or warranties or other claims relating thereto<br> which the Charterers (or their nominee) or the Owners may have against the manufacturer or supplier of the Vessel or any third party;
---	---
(c)	the Owners shall procure the discharge and release of any registered mortgages created by the Owners and/or Owners’ Financier in relation to the Vessel;
---	---
49
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(d)

the Voluntary Early Termination Price or the Purchase Obligation Price or the Termination Sum or the Mandatory Sale Price or the Special Termination Amount shall be paid by (or on behalf of) the Charterers to the Owners on the Voluntary Early Termination Date or the last day of the Charter Period or the Termination Date or the Mandatory Sale Date or the Special Termination Date (as the case may be) together with unpaid amounts of Charterhire and other moneys owing by or accrued or due from the Charterers under this Charter on or prior to the Voluntary Early Termination Date or the last day of the Charter Period or the Termination Date or the Mandatory Sale Date or the Special Termination Date (as the case may be) which remain unpaid; and

(e)

concurrently with the Owners receiving irrevocable payment of the Voluntary Early Termination Price or, as the case may be, the Purchase Obligation Price or the applicable Termination Sum or the applicable Mandatory Sale Price or the applicable Special Termination Amount and all other moneys payable under this Charter in full pursuant to the terms of this Charter, the Owners shall (save in the event of Total Loss) (at the Charterer's cost) transfer the legal and beneficial ownership of the Vessel on an "as is where is" basis to the Charterers (or their nominees as approved by the Owners) and shall (at the Charterers' cost) execute a bill of sale and a protocol of delivery and acceptance evidencing the same and any other document strictly necessary to transfer the title of the Vessel to the Charterers or their nominees (and to the extent required for such purposes, the Vessel shall be deemed first to have been redelivered to the Owners).

---

CLAUSE 54 – INDEMNITIES

54.1	The Charterers shall indemnify the Owners, on the Owners' demand, against all documented claims, expenses, liabilities, losses, fees (including but not limited to any vessel registration and tonnage fees or any tax<br> incurred by the Owners as a result of the operation and/or trading of the Vessel) suffered or incurred by or imposed on the Owners arising from this Charter and any Leasing Document, including but not limited to (i) in connection with<br> delivery, possession, performance, control, registration, repair, survey, insurance, maintenance, manufacture, purchase, ownership and operation of the Vessel by the Owners, (ii) costs related to the prevention or release of liens or<br> detention of or requisition, use, operation or redelivery, sale or disposal of the Vessel or any part of it and (iii) enforcing the Owners' rights under this Charter or any Leasing Document or for taking any action following the occurrence of<br> a Termination Event or Potential Termination Event, in each case of paragraphs (i) to (iii), whether prior to, during or after termination of the leasing of this Charter and whether or not the Vessel is in the possession or the control of the<br> Charterers or otherwise. Without prejudice to its generality, this Clause covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code, the ISPS<br> Code, the MARPOL Protocol, any Environmental Law, any Sanctions or any Anti- Money Laundering Laws, Anti-Terrorism Financing Laws, Business Ethics Laws, EU ETS or Fuel EU Maritime.
54.2	The Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.
---	---
54.3	In consideration of the Charterers requesting the Other Owners to charter the Other Vessels to the Other Charterers under the Other Charters, the Charterers hereby irrevocably and unconditionally undertake to pay<br> immediately on demand from the Other Owners such amounts in respect of all claims, expenses, liabilities, losses, fees of every kind and nature and all other moneys due, owing and/or payable to the Other Owners under or in connection with the<br> Other Charters, and to indemnify and hold the Other Owners harmless against all such losses, moneys, costs, fees and expenses. The Parties hereby further agree and acknowledge that:
---	---
50
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(a)	the Owners may from time to time provide the Charterers with a replacement Schedule 3 (The Vessels, The Parties and The Charters) containing the updated details of the Other<br> Vessels, the Other Owners, the Other Charterers and the Other Charters; and
(b)	in the absence of manifest error, any such replacement Schedule 3 (The Vessels, The Parties and The Charters) given to the Charterers pursuant to paragraph (a) above shall be<br> conclusive as to the matters to which it relates and shall be deemed to automatically replace the existing Schedule 3 (The Vessels, The Parties and The Charters) and form part of this Charter.
---	---
54.4	All rights which the Charterers have at any time (whether in respect of this Charter or any other transaction) against any Other Charterer or any Relevant Person shall be fully subordinated to the rights of the<br> Owners under the Leasing Documents and until the end of this Charter and unless the Owners otherwise direct, the Charterers shall not exercise any rights which it may have (whether in respect of this Charter or any other transaction) by<br> reason of performance by it of its obligations under the Leasing Documents or by reason of any amount becoming payable, or liability arising, under this Clause:
---	---
(a)	to be indemnified by any Other Charterer or such Relevant Person;
---	---
(b)	to claim any contribution from any third party providing security for, or any other guarantor of any Other Charterer's or such Relevant Person's obligations under the Leasing Documents;
---	---
(c)	to take any benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any Other Charterer or such Relevant Person under the Leasing Documents or of any other guarantee or security<br> taken pursuant to, or in connection with, the Leasing Documents by any of the aforesaid parties;
---	---
(d)	to bring legal or other proceedings for an order requiring any Other Charterer or such Relevant Person to make any payment, or perform any obligation, in respect of any Leasing Document;
---	---
(e)	to exercise any right of set-off against any Other Charterer or such Relevant Person; and/or
---	---
(f)	to claim or prove as a creditor of any Other Charterer or such Relevant Person,
---	---
(g)	and if the Charterers receive any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become<br> payable to the Owners or the Other Owners by the Other Charterers or such Relevant Person under or in connection with the Leasing Documents to be repaid in full on trust for the Owners or the Other Owners and shall promptly pay or transfer<br> the same to the Owners or the Other Owners as may be directed by the Owners.
---	---
54.5	The Charterers hereby irrevocably agree to indemnify and hold harmless the Owners against any claim, expense, liability or loss reasonably incurred by the Owners in liquidating or employing deposits from the Owners'<br> Financiers or third parties to fund the acquisition of the Vessel pursuant to the MOA. For the avoidance of doubt, this Clause 54.5 shall not apply if the MOA is terminated due to the application of Clause 51A (USTR Termination Event).
---	---
51
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

54.6	Notwithstanding anything to the contrary herein (but subject and without prejudice to Clause 33 – (Cancellation)) and without prejudice to any right to damages or other claim<br> which the Charterers may have at any time against the Owners under this Charter, the indemnities provided by the Charterers in favour of the Owners shall continue in full force and effect notwithstanding any breach of the terms of this<br> Charter or termination of this Charter pursuant to the terms hereof or termination of this Charter by the Owners. At the end of the Security Period, the Charterers shall procure the Guarantors (in the case of Guarantor A, on a best endeavour<br> basis) and (following the Disposal) the New Shareholder to furnish an undertaking to the Owners (to be documented in a deed of release or such other agreement to be agreed between the Owners and the Charterers), such undertaking will confirm<br> the Guarantors’ and (following the Disposal) the New Shareholder’s agreement to assume and to be bound by the indemnities provided by the Charterers as contemplated hereunder and which are intended to survive the termination of this Charter,<br> whereby the Owners shall at the cost of the Charterers release any such indemnities in full.
54.7	The obligations of the Charterers under this Clause 54 – (Indemnities) and in respect of any Security Interest created pursuant to the Security<br> Documents will not be affected or discharged by an act, omission, matter or thing which would reduce, release or prejudice any of its obligations under this Clause 54 – (Indemnities) or in respect of<br> any Security Interest created pursuant to the Security Documents (without limitation and whether or not known to it or any Relevant Person) including:
---	---
(a)	any time, waiver or consent granted to, or composition with, any Relevant Person or other person;
---	---
(b)	the release of any other Relevant Person or any other person under the terms of any composition or arrangement with any creditor of a Relevant Person or any of its affiliates;
---	---
(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights<br> against, or security over assets of, any Relevant Person or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
---	---
(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Relevant Person or any other person;
---	---
(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Leasing Document or any other document or security;
---	---
(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Security Document or any other document or security; or
---	---
(g)	any insolvency or similar proceedings.
---	---

CLAUSE 55 – NO SET-OFF OR TAX DEDUCTION

55.1	All Charterhire and any other payment made from the Charterers to enable the Owners to pay all amounts under a Leasing Document shall be paid punctually and:
52
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(a)	without any form of set-off, cross-claim, condition or counterclaim;
(b)	made free and clear of all present and future taxes, levies, duties or deductions of any nature whatsoever, whether levied now or in the future, unless required by law; and
---	---
(c)	net of any bank charges or bank fees.
---	---
55.2	Without prejudice to Clause 55.1 (No Set-off or Tax Deduction), if the Owners are required by law to make a tax deduction from any payment:
---	---
(a)	the Owners shall notify the Charterers as soon as they become aware of the requirement; and
---	---
(b)	the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Owners receive and retain (free from any liability relating to the tax deduction) a net amount which, after the<br> tax deduction, is equal to the full amount which they would otherwise have received.
---	---
55.3	The Charterers shall (within three (3) Business Days of demand by Owners) pay to the Owners an amount equal to the loss, liability or cost which the Owners<br> determine will be or has been (directly or indirectly) suffered for or on account of tax by the Owners in respect of a Leasing Document.
---	---
55.4	Clause 55.3 shall not apply:
---	---
(a)	with respect to any tax assessed on the Owners under the law of the jurisdiction in which the Owners are incorporated or, if different, the jurisdiction (or jurisdictions) in which the Owners are treated as resident<br> for tax purposes if that tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Owners; or
---	---
(b)	to the extent a loss, liability or cost is compensated for by an increased payment under Clauses 56.2 or 56.3.
---	---
55.5	Notwithstanding any other provision to this Charter, if any deduction or withholding or other tax is or will be required to be made by the Charterers or the Owners in respect of a payment to the Owners as a result<br> of the Tax Changes, the Owners and the Charterers shall use reasonable endeavours to mitigate the effect of the Tax Changes and have the right to transfer their interest in the Vessel (and this Charter) to any person nominated by the Owners<br> and all costs in relation to such mitigation or transfer shall be for the account of the Charterers. Provided that if after the Owners and the Charterers having exercised reasonable endeavours to mitigate the effect of the Tax Changes (at the<br> cost of the Charterers) following notification from the Owners to the Charterers regarding the occurrence of the Tax Changes such Tax Changes continue to have the same effect, the Charterers shall have the option to pay the Mandatory Sale<br> Price to the Owners within thirty (30) days following such notice by the Owners, and this Charter shall terminate in accordance with the procedures set out in Clause 50.4.
---	---
55.6	If the Charterers compensate the Owners by an increased payment pursuant to Clause 56.2 or 56.3 and the Owners determine that they have obtained and utilized a tax credit attributable to this increased payment, the<br> Owners shall reimburse the Charterers that increased payment (or part thereof if the tax credit is attributable to only part of such increased payment).
---	---
53
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

CLAUSE 56 – INCREASED COSTS

56.1	This Clause 56 – (Increased Costs) applies if the Owners notify the Charterers that they (or their financiers) consider that as a result of:
(a)	the introduction or alteration after the date of this Charter of a law or an alteration after the date of this Charter in the manner in which a law is interpreted or applied (excluding any effect which relates to<br> the application to payments under this Charter of a tax on the Owners' overall net income); or
---	---
(b)	complying with any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Owners allocates capital resources to their obligations under this<br> Charter) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Charter,
---	---

the Owners or a parent company of them (if any) has incurred or will incur an "increased cost".

56.2	In this Clause 56 – (Increased Costs), "increased cost" means, in relation to the Owners:
(a)	an additional or increased cost incurred as a result of, or in connection with, the Owners or the Owners' parent company or the Owners' Financiers (if any) having entered into, or being a party to, this Charter, of<br> funding or financing the acquisition of the Vessel pursuant to the MOA or performing their obligations under this Charter;
---	---
(b)	a reduction in the amount of any payment to the Owners under this Charter or in the effective return which such a payment represents to the Owners (if any) on their capital; or
---	---
(c)	an additional or increased cost of funds relating to the acquisition of the Vessel pursuant to the MOA, and for the purposes of this Clause 56.2 the Owners may in good faith allocate or spread costs and/or losses<br> among their assets and liabilities (or any class of their assets and liabilities) on such basis as they consider appropriate.
---	---
56.3	Subject to the terms of Clause 56.1, the Charterers shall pay to the Owners, upon receipt of the Owners' demand and any evidence thereto (where available to the Owners), the amounts which the Owners from time to<br> time notify the Charterers to be necessary to compensate the Owners for the increased cost.
---	---
56.4	If any sum due from the Charterers to the Owners under this Charter or any other Leasing Document or under any order or judgment relating thereto has to be converted from the currency in which this Charter or such<br> Leasing Document provided for the sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of:
---	---
54
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(a)	making or lodging any claim or proof against the Charterers, whether in their liquidation, any arrangement involving them or otherwise; or
(b)	obtaining an order or judgment from any court or other tribunal; or
---	---
(c)	enforcing any such order or judgment; the Charterers shall indemnify the Owners against the loss arising when the amount of the payment actually received by the Owners is converted at the available rate of exchange<br> into the Contractual Currency. In this Clause 56.4, the "available rate of exchange" means the rate at which the Owners are able at the opening of business (Beijing time) on the Business Day after it<br> receives the sum concerned to purchase the Contractual Currency with the Payment Currency.
---	---

CLAUSE 57 – CONFIDENTIALITY

The Parties agree to keep the terms and conditions of this Charter and any other Leasing Documents (the "Confidential Information") strictly confidential, provided that a Party may disclose Confidential Information in the following cases:

(a)	it is already known to the public or becomes available to the public other than through the act or omission of the disclosing Party;
(b)	it is required to be disclosed under the applicable laws of any Relevant Jurisdiction, Stock Market regulation, the US Securities and Exchange Commission's rules or by a governmental order, decree, regulation or<br> rule (provided that the disclosing Party shall give written notice of such required disclosure to the other Party prior to the disclosure);
---	---
(c)	in filings with a court or arbitral body in proceedings in which the Confidential Information is relevant and in discovery arising out of such proceedings;
---	---
(d)	to (or through) whom a Party assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Leasing Document (as permitted by the terms thereof), provided<br> that such person receiving Confidential Information shall undertake that it would not disclose Confidential Information to any other party save for circumstances arising which are similar to those described under this Clause or such other<br> circumstances as may be permitted by all Parties;
---	---
(e)	to any permitted Sub-charterer of the Vessel provided that such person receiving Confidential Information shall undertake that it would not disclose Confidential Information to any other party save for circumstances<br> arising which are similar to those described under this Clause or such other circumstances as may be permitted by all Parties;
---	---
(f)	to any of the following persons on a need to know basis:
---	---
(i)	a shareholder or an Affiliate of either Party or a party referred to in either paragraph (d) or (e) (including the employees, officers and directors thereof);
---	---
(ii)	professional advisers retained by a disclosing party; or
---	---
(iii)	persons advising on, providing or considering the provision of financing to the disclosing party or an Affiliate, provided that the disclosing party shall exercise due diligence to ensure that no such person shall<br> disclose Confidential Information to any other party save for circumstances arising which are similar to those described under this Clause or such other circumstances as may be permitted by all Parties;
---	---
55
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(g)	with the prior written consent of all Parties; or
(h)	to any person which is a classification society or other entity which the Owners or the Owners' Financiers have engaged to make the calculations necessary to enable the Owners and/or the Owners' Financiers to comply<br> with their reporting obligations under the Poseidon Principles.
---	---

CLAUSE 58 – RIGHTS OF THIRD PARTIES

CLAUSE 59 – PARTIAL INVALIDITY

CLAUSE 60 – SETTLEMENT OR DISCHARGE CONDITIONAL

60.1

Any settlement or discharge under any Leasing Document between the Owners and any Relevant Person shall be conditional upon no security or payment to the Owners by any Relevant Person or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

60.2

If the Owners consider that an amount paid or discharged by, or on behalf of, a Relevant Person or by any other person in purported payment or discharge of an obligation of that Relevant Person to the Owners under the Leasing Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Relevant Person or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Leasing Documents.

---

CLAUSE 61 – IMMUNITY

CLAUSE 62 – COUNTERPARTIES

56
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

CLAUSE 63 – FATCA

63.1	Defined terms

For the purposes of Clause 55 – (No Set-off or Tax Deduction) and this Clause 63 – (FATCA), the following terms shall have the following meanings:

"Code" means the United States Internal Revenue Code of 1986, as amended.

"FATCA" means:

(a)	sections 1471 to 1474 of the Code or any associated regulations;
(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or<br> regulation referred to in paragraph (a) above; or
---	---
(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the IRS, the US government or any governmental or taxation authority in any other<br> jurisdiction.
---	---

"FATCA Deduction" means a deduction or withholding from a payment under this Charter or the Leasing Documents required by or under FATCA.

"FATCA Exempt Party" means a Relevant Party that is entitled under FATCA to receive payments free from any FATCA Deduction.

"FATCA Non-Exempt Party" means any Relevant Party who is not a FATCA Exempt Party.

"IRS" means the United States Internal Revenue Service or any successor taxing authority or agency of the United States government.

"Relevant Party" means any of the parties to this Charter and the Leasing Documents (other than the Initial Sub-charterer).

63.2	FATCA Information
(a)	Subject to paragraph (c) below, each Relevant Party shall, on the date of this Charter, and thereafter within ten Business Days of a reasonable request by another Relevant Party:
---	---
(i)	confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and
---	---
(ii)	supply to the requesting party (with a copy to all other Relevant Parties) such other form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any other documentation<br> and other information relating to its status under FATCA (including its applicable "pass thru percentage" or other information required under FATCA or other official guidance including intergovernmental agreements) as the requesting party<br> reasonably requests for the purpose of the requesting party's compliance with FATCA.
---	---
57
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(b)	If a Relevant Party confirms to any other Relevant Party that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 showing that it is a FATCA Exempt Party and it subsequently becomes aware that it is not,<br> or has ceased to be a FATCA Exempt Party, or that the said form provided has ceased to be correct or valid, that party shall so notify all other Relevant Parties or provide the relevant revised form, as applicable, reasonably promptly.
(c)	Nothing in this Clause shall oblige any Relevant Party to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of that party, any fiduciary duty or<br> any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that nothing in this paragraph shall excuse any Relevant Party from providing a<br> true, complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential<br> information of such party for purposes of this paragraph.
---	---
(d)	If a Relevant Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with the provisions of this Charter or the provided information is insufficient under<br> FATCA, then:
---	---
(i)	if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of this Charter and the Leasing Documents as if it is a FATCA Non-Exempt Party;<br> and
---	---
(ii)	if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of this Charter and the Leasing Documents (and payments made thereunder) as if its applicable<br> passthru percentage is 100%, until (in each case) such time as the party in question provides sufficient confirmation, forms, documentation or other information to establish the relevant facts.
---	---
63.3	FATCA Deduction and gross-up by Relevant Party
---	---
(a)	If the representation made by the Charterers under Clause 45.1(p) (Representations and Warranties) proves to be untrue or misleading such that the Charterers are required to<br> make a FATCA Deduction, the Charterers shall make the FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA.
---	---
(b)	If the Charterers are required to make a FATCA Deduction then the Charterers shall increase the payment due from them to the Owners to an amount which (after making any FATCA Deduction) leaves an amount equal to the<br> payment which would have been due if no FATCA Deduction had been required.
---	---
(c)	The Charterers shall promptly upon becoming aware that they must make a FATCA Deduction (or that there is any change in the rate or basis of a FATCA Deduction) notify the Owners accordingly. Within thirty (30) days<br> of the Charterers making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Charterers shall deliver to the Owners evidence satisfactory to the Owners that the FATCA Deduction has been made or (as<br> applicable) any appropriate payment paid to the relevant governmental or taxation authority.
---	---
58
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(d)	If the Owners are required to make a deduction or withholding from a payment under any Financial Instruments in respect of FATCA, and is required under such Financial Instrument to pay additional amounts in respect<br> of such deduction or withholding, the amount of the payment due from the Charterers under this Charter shall be increased to an amount which, after such deduction or withholding and payment of additional amounts, leaves the Owners with an<br> amount equal to the amount which it would have had remaining if it had not been required to pay additional amounts under such Financial Instruments.
63.4	FATCA Deduction by Owners The Owners may make any FATCA Deduction they are required by FATCA to make, and any payment required in connection with that FATCA Deduction, and the Owners shall not be required to<br> increase any payment in respect of which they make such a FATCA Deduction or otherwise compensate the recipient for that FATCA Deduction.
---	---
63.5	FATCA Mitigation Notwithstanding any other provision to this Charter, if a FATCA Deduction is or will be required to be made by any party under Clause 63.3 (FATCA) in respect<br> of a payment to the Owners as a result of the Owners not being a FATCA Exempt Party, the Owners shall have the right to transfer their interest in the Vessel (and this Charter) to any person nominated by the Owners and all costs in relation<br> to such transfer shall be for the account of the Charterers.
---	---

CLAUSE 64 – ASSIGNMENT AND TRANSFER

64.1	The Charterers shall not assign this Charter except with the Owners' prior consent in writing.
64.2	The Owners may assign any of their rights or transfer by novation any of their rights and obligations under the Leasing Documents and/or sell and transfer title to of the Vessel to any third party with the prior written consent of the Charterers (such consent not to be unreasonably withheld) provided that such consent shall not be required if such assignment, transfer and/or sale<br> is made:
---	---
(a)	at such time following the occurrence of a Termination Event which is continuing; or
---	---
(b)	to an affiliate of the Owners and provided always that, notwithstanding such assignment, transfer or sale, this Charter will continue (or will be novated to the applicable new owner) on identical terms (save for<br> logical, consequential or mutually agreed amendments).
---	---
64.3	The Charterers shall remain liable to the aforesaid assignee, transferee or new owner of the Vessel (as the case may be) for its performance of all obligations under this Charter (where applicable, as novated) after<br> any such assignment or transfer or any change of the registered ownership of the Vessel from the Owners to such new owner. The Charterers shall procure that any Relevant Person (in the case of Guarantor A and/or any Other Charterer which is<br> directly owned by Guarantor A, on a best endeavour basis) which is a party to a Leasing Document:
---	---
59
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(a)	becomes liable to such assignee, transferee or new owner of the Vessel for its performance of all obligations pursuant to such Leasing Document; and
(b)	enters into all necessary documents or takes any necessary actions or provide all necessary assistance required for such Leasing Document and any Security Interest created thereunder remaining in full force and<br> effect (or to be novated and/or executed) as from the completion of the relevant assignment, transfer or sale.
---	---
64.4	Without limiting the generality of Clause 64.2:
---	---
(a)	subject to Clause 35 – (Quiet enjoyment), the Owners are entitled to enter into certain funding arrangements with their financier(s), including but not limited to, an<br> affiliate of the Owners or any other banks and financial institutions acceptable to the Owners in their sole discretion (the "Mortgagee") provided that such funding arrangement shall not result in any<br> adverse effect of the Charterers' rights and obligations under the Leasing Documents; and
---	---
(b)	the Owners may do any of the following as security for the funding arrangements referred to in paragraph (a) above, in each case, without the prior consent of the Charterers:
---	---
(i)	execute a ship mortgage over the Vessel or any other Financial Instrument in favour of a Mortgagee (or its agent, trustee or nominee);
---	---
(ii)	assign their rights and interests to, in or in connection with this Charter or any other Leasing Documents in favour of a Mortgagee (or its agent, trustee or nominee);
---	---
(iii)	assign their rights and interests to, in or in connection with the Insurances, the Earnings and the Requisition Compensation of the Vessel in favour of the Mortgagee (or its agent, trustee or nominee); and
---	---
(iv)	enter into any other document or arrangement which is necessary to give effect to such financing arrangements;
---	---
(c)	the Charterers undertake to comply, and provide such information and documents and all necessary assistance required to enable the Owners to comply, with all such instructions or directions in regard to the<br> employment, insurances, operation, repairs and maintenance of the Vessel as laid down in any Financial Instrument or as may be directed from to time during the currency of this Charter by the Mortgagee (or its agent, trustee or nominee) in<br> conformity with any Financial Instrument. The Charterers further agree and acknowledge all relevant terms, conditions and provisions of each Financial Instrument (if any) and agree to acknowledge this in writing in any form that may be<br> required by the Mortgagee (or its agent, trustee or nominee); and
---	---
(d)	during the Charter Period a change in the registered or beneficial ownership of the Vessel or the Owners (by sale of shares in the Owners or other transactions having the same effect) may be effected without the<br> Charterers' consent, provided always that (i) in the event of change in the registered or beneficial ownership of the Vessel, notwithstanding such change, this Charter would continue on identical terms (save for logical, consequential or<br> mutually agreed amendments) and (ii) to the extent that any prior written consent from the Approved Sub-Charterer is expressly required under the terms of the relevant Assignable Sub-charter, before the Owners may transfer the registered or<br> beneficial ownership of the Vessel, the Charterers shall procure the delivery to the Owners of evidence that such Approved Sub-Charterer has granted such prior written consent. The Charterers shall, and shall procure Guarantors (in the case<br> of Guarantor A, on a best endeavour basis) and (following the Disposal) the New Shareholder shall (where applicable) remain jointly and severally liable to the aforesaid new owner of the Vessel for its performance of all obligations pursuant<br> to this Charter after change of the registered and/or beneficial ownership of the Vessel or the Owners from the Owners to such new owner and agree and undertake to enter into any such usual documents as the Owners shall reasonably require to<br> complete or perfect the transfer of the Vessel (with the benefit and burden of this Charter) pursuant to this Clause.
---	---
60
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(e)	All expenses arising out of assignment or transfer of this Charter as per Clause 64 – (Assignment and Transfer) shall be for the Owner's account subject to no Termination<br> Event or Potential Termination Event having occurred or being continuing at the relevant time.

CLAUSE 65 – GENERAL APPLICATION OF PROCEEDS

65.1	Any Net Trading Proceeds, Net Sales Proceeds, Total Loss Proceeds, any proceeds realised by the Owners in connection with the enforcement of the Security Documents (unless otherwise specified in the Security<br> Documents) and any proceeds received by the Owners from any Other Owner (as trustee of the Owners and the Other Owners) shall be applied in the following order of application against amounts payable under the Leasing Documents:
(a)	firstly, in or towards any amounts outstanding under the Leasing Documents other than the Termination Sum (including but not limited to any costs and expenses incurred in the enforcement of the Security Documents,<br> to the extent these are not covered under the Termination Sum);
---	---
(b)	secondly, in or towards satisfaction of the Charterers' obligation to pay the Termination Sum (or such portion of it that then remains unpaid) in any order of application in the amounts comprising the Termination<br> Sum as the Owners may determine; and
---	---
(c)	thirdly, any amounts remaining after the application of 65.1 (a) and 65.1 (b) above, shall be paid to the Charterers, but always subject to the terms of the General Assignment.
---	---

CLAUSE 66 – GOVERNING LAW AND ENFORCEMENT

(a)	This Charter and any non-contractual obligations arising under or in connection with it, shall be governed by and construed in accordance with English law.
(b)	Any dispute arising out of or in connection with this Charter (including a dispute regarding the existence, validity or termination of this Charter or any non-contractual obligation arising out of or in connection<br> with this Charter) (a "Dispute") shall be referred to and finally resolved by arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save<br> to the extent necessary to give effect to the provisions of this Clause 66 – (Governing Law and Enforcement). The arbitration shall be conducted in accordance with the London Maritime Arbitrators<br> Association ("LMAA") Terms current at the time when the arbitration proceedings are commenced.
---	---
61
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(c)	The reference shall be to three arbitrators. A party wishing to refer a Dispute to arbitration shall appoint its arbitrator (who shall be either a full member of the LMAA, or a practising barrister of King's Counsel<br> who is also a member of the Commercial Bar Association, or a retired High Court Judge practising as an arbitrator, in each case who carries on business in London) and send notice of such appointment in writing to the other party requiring the<br> 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<br> 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<br> 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 or she had been<br> 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. If the two arbitrators so appointed are unable to agree on the appointment of<br> the third arbitrator, they or either of them may by written notice request the President of the LMAA to appoint the third arbitrator within fourteen (14) days of such request.
(d)	Where the reference is to three arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.
---	---
(e)	The language of the arbitration shall be English.
---	---
(f)	In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure<br> current at the time when the arbitration proceedings are commenced.
---	---

CLAUSE 67 – ENTIRE AGREEMENT

(a)	This Agreement, in conjunction with the other Leasing Documents, constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether in<br> writing or oral, in respect of its subject matter.
(b)	Each Party acknowledges that it has not entered into this agreement or any other Leasing Document in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set<br> out in this Agreement or in any other Leasing Document.
---	---

CLAUSE 68 – DEFINITIONS

68.1	In this Charter, unless as expressly defined otherwise, the following capitalized terms shall have the meanings ascribed to them below:

"Acceptance Certificate" means a certificate substantially in the form set out in Schedule 1 (Acceptance Certificate) to be signed by the Charterers at Delivery.

"Account Security" means the document creating security over the Operating Account made or to be made between the Charterers and the Owners.

62
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Advance Charterhire" has the meaning as defined under Clause 36.2 (Charterhire and Advance Charterhire) of the Charter.

"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.

"Annex VI" means Annex VI of the Protocol of 1997 to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.

"Approved Manager" means the Commercial Manager or the Technical Manager.

"Approved Sub-charterer" means the Initial Sub-charterer and any Sub-charterer under any other Assignable Sub-charter.

63
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Business Day" means a day on which banks are open for business in the principal business centres of Hong Kong, Shanghai and Netherlands and:

(a)	in respect of a day on which a payment is required to be made or other dealing is due to take place under a Leasing Document in Dollars, also a day on which commercial banks are open in New York City; and
(b)	in relation to the fixing of an interest rate in relation to the Outstanding Capital Balance, also a day which is a US Government Securities Business Day.
---	---

"Cancelling Date" shall have the same meaning as defined under the MOA.

"Commencement Date" means the date on which Delivery takes place.

"Charter Period" means the period described in Clause 32.1 (Charter Period) unless it is terminated earlier in accordance with the provisions of this Charter.

64
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Deed of Release" means a deed of release to be executed by the Existing Owner in favour of the Charterers discharging (i) all of the Charterers' obligations under the Existing BBC and documents conferring Security Interests entered into in connection with the Existing BBC and (ii) all Security Interests encumbering the Vessel or any part thereof, in such form as is satisfactory to the Owners.

"Delivery" means:

(a)	the Owners (in their capacity as buyers under the MOA) obtain title to the Vessel from the Charterers (in their capacity as sellers under the MOA) in accordance with the terms of the MOA; and
(b)	the Charterers accept delivery of the Vessel from the Owners in accordance with the terms of this Charter.
---	---

"Disposal" means any sale or disposal by Guarantor B of its entire shareholding interests in the Charterers.

"Disposal Conditions" means, in relation to the Disposal:

(a)	no Termination Event has occurred when the Disposal commences and upon and immediately following completion of the Disposal;
(b)	written confirmation from the Owners that certain internal notification requirements relating to the Disposal has been completed;
---	---
(c)	following the completion of the Disposal, each of Guarantors and the New Shareholder continues to be controlled by companies affiliated with the family of Mr. Evangelos Pistiolis;
---	---
(d)	any entity (other than Guarantor B) which, on implementation of the Disposal, will hold the entire shareholding interest in the Charterers (the "New Shareholder") has (or the<br> Owners are satisfied that the New Shareholder will, by the completion of the Disposal, have) (A) entered into a new shares charge in respect of those shares in favour of the Owners on substantially the same terms as the Shares Security and<br> otherwise in an agreed form (the "New Shares Security") and (B) provided all necessary constitutional documents and corporate authorisation required by the Owners in relation to the New Shareholder and<br> the New Shares Security; and
---	---
(e)	the New Shareholder has (or the Owners are satisfied that the New Shareholder will, by the completion of the Disposal, have) (A) entered into a guarantee in respect in favour of the Owners on substantially the same<br> terms as the Guarantees and otherwise in an agreed form (the "New Guarantee") and (B) provided all necessary corporate authorisation required by the Owners in relation to the New Guarantee;
---	---
(f)	favourable legal opinions have been issued (or the Owners are satisfied that they will, by completion of the Disposal, be issued) by lawyers appointed by the Owners (at the cost of the Charterers) relating to the<br> New Shareholder, the New Shares Security and the New Guarantee, in the form and substance acceptable to the Owners;
---	---
65
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(g)	each Relevant Person has (or the Owners are satisfied that each such Relevant Person will, by the completion of the Disposal, have) provided in favour of the Owners documents and confirmations in form and substance<br> acceptable to the Owners giving effect to the Disposal Amendments and confirming that any Security Interest created by that Relevant Person pursuant to the Leasing Documents to which it is a party shall remain in full force and effect<br> notwithstanding the Disposal and the operation of Clause 46.1 (ee)(iv) (including the Disposal Amendments) and enforceable in accordance with their terms;
(h)	any documented costs or expenses incurred by the Owners in relation to the Disposal have been fully settled by the Charterers (or the Owners are satisfied that they will, by the completion of the Disposal, be<br> settled) by the Charterers; and
---	---
(i)	such evidence relating to the Disposal as the Owners (or the Owners' Financier) may require to be able to satisfy their "know your customer" or similar identification procedures in relation to the transactions<br> contemplated by the Disposal has been provided to the Owners; and
---	---
(j)	such other documents as the Owner may reasonably require.
---	---

"Dollars" and "$" and "US$" mean the lawful currency for the time being of the United States of America.

"Document of Compliance" shall have the same meaning as ascribed under the ISM Code.

(a)	except to the extent that they fall within paragraph (b),
(i)	all freight, hire and passage moneys;
---	---
(ii)	any compensation payable in the event of requisition of the Vessel for hire;
---	---
(iii)	any remuneration for salvage and towage services;
---	---
(iv)	any demurrage and detention moneys;
---	---
(v)	damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Vessel; and
---	---
(vi)	all moneys which are at any time payable under any Insurances in respect of loss of hire (if any); and
---	---
(b)	if and whenever the Vessel is employed on terms whereby any moneys falling within paragraphs (a)(i) to (vi) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or<br> sharing arrangement which is attributable to the Vessel.
---	---

66
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

“Emission Data” means the Vessel’s compliance with Emission Scheme, EU MRV and FEMREG.

"Emission Scheme Authority" means in relation to an Emission Scheme, the relevant authority administering or otherwise implementing such Emissions Scheme.

"Emission Scheme Participant" means in relation to an Emission Scheme, any person which is responsible for complying with the requirements of such Emissions Scheme.

"Environmental Claim" means:

(a)	any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or
(b)	any claim by any other person which relates to an Environmental Incident, and "claim" means a claim for damages, compensation, fines, penalties or any other payment; an order<br> or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.
---	---

"Environmental Incident" means:

(a)	any release, emission, spill or discharge of Environmentally Sensitive Material whether within the Vessel or from the Vessel into any other vessel or into or upon the air, water, land or soils (including the seabed)<br> or surface water; or
(b)	any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel other than the<br> Vessel and which involves a collision between the Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Vessel is actually or potentially liable to be arrested, attached,<br> detained or injuncted and/or the Vessel and/or any Relevant Person and/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or
---	---
(c)	any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than from the<br> Vessel and in connection with which the Vessel is actually or potentially liable to be arrested and/or where any Relevant Person and/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal<br> or administrative action.
---	---
67
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Escrow Agent" has the meaning given to such term in the MOA.

"Escrow Agreement" has the meaning given to such term in the MOA.

"ETS and Fuel EU Maritime Agreement" shall have the meaning as defined under Clause 46.1(gg).

"ETS and Fuel EU Maritime Letter" shall have the meaning as defined under Clause 46.1(gg).

"Existing BBC" has the meaning given to such term in the MOA.

"Existing Charter A" means, the bareboat charterparty dated 8 December 2023 and entered into between Existing Owner A and Existing Charterer A, as amended and/or supplemented from time to time.

"Existing Charterer" has the meaning given to such term in the MOA.

"Existing Charterer A" means “Charterer A” as referred to in Schedule 3, acting in its capacity as bareboat charterers under Existing Charter A.

"Existing Owner" has the meaning given to such term in the MOA.

"Existing Owner A" means “Owner A” as referred to in Schedule 3, acting in its capacity as owners under Existing Charter A.

68
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Financing Amount" means:

(a)	if the Prepositioning Date occurs in the calendar year 2025, $42,000,000 ("Original Financing Amount"); and
(b)	if the Prepositioning Date occurs in the calendar year 2026, an amount to be calculated as follows:
---	---

the Original Financing Amount x the Adjustment Value

"Financial Indebtedness" means, in relation to a person (the "debtor"), a liability of the debtor:

(a)	for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;
(b)	under any loan stock, bond, note or other security issued by the debtor;
---	---
(c)	under any acceptance credit, guarantee or letter of credit facility made available to the debtor;
---	---
(d)	under a financial lease, a deferred purchase consideration arrangement (other than deferred payments for assets or services obtained on normal commercial terms in the ordinary course of business) or any other<br> agreement having the commercial effect of a borrowing or raising of money by the debtor;
---	---
(e)	under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into<br> requires netting of mutual liabilities, the liability of the debtor for the net amount; or
---	---
(f)	under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the<br> other person.
---	---

"Flag State" means the flag state named in Box 5 of this Charter or any other state or jurisdiction approved in writing by the Owners (whose approval shall not be unreasonably withheld).

69
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Fuel EU Maritime" means Fuel EU Maritime Regulation 2023/1805 dated 13 September 2023 on the use of renewable and low-carbon fuels in maritime transport, and amending Directive 2009/16/EC.

"Funding Rate" means any individual rate certified and notified by the Owners to the Charterers pursuant to Clause 37.3(c)(ii).

"Group" means collectively, the Guarantors, (following the Disposal) the New Shareholder and their respective Subsidiaries from time to time.

"Guarantors" means collectively, Guarantor A and Guarantor B, and each or any of them, as the context may require, a "Guarantor".

"Holding Company" means, in relation to a person, any other person in relation to which it is a Subsidiary.

"IAPPC" means a valid international air pollution prevention certificate for the Vessel issued pursuant to the MARPOL Protocol.

70
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Index" means the Baltic Tanker Indices applicable to the Vessel.

"Initial Market Value" means a valuation prepared:

(a)	in Dollars;
(b)	on a date no earlier than thirty (30) days prior to the Commencement Date;
---	---
(c)	with or without physical inspection of the Vessel; and
---	---
(d)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment, and such<br> valuation shall be prepared by an Approved Valuer nominated by the Owners.
---	---

"Insurances" means:

(a)	all policies and contracts of insurance, including entries of the Vessel in any protection and indemnity or war risks association, which are effected in respect of the Vessel or otherwise in relation to it whether<br> before, on or after the date of this Charter; and
(b)	all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or not the relevant policy, contract of<br> insurance or entry has expired on or before the date of this Charter.
---	---

(a)	either:
(i)	the most recent applicable Term SOFR (as of a day which is not more than three (3) US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is<br> less than three months; or
---	---
(ii)	if no such Term SOFR is available for a period which is less than three months, SOFR for a day which is no more than five (5) US Government Securities Business Days (and no less than two (2) US Government Securities<br> Business Days) before the Quotation Day; and
---	---
71
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(b)	the most recent applicable Term SOFR (as of a day which is not more than three (3) US Government Securities Business Days before the Quotation Day) the shortest period (for which Term SOFR is available) which<br> exceeds three months.

"Interpolated Term SOFR" means, in relation to any Hire Period, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)	either:
(i)	the applicable Term SOFR (as of the Quotation Day in respect of that Hire Period) for the longest period (for which Term SOFR is available) which is less than three months; or
---	---
(ii)	if no such Term SOFR is available for a period which is less than three months, SOFR for the day which is two (2) US Government Securities Business Days before the Quotation Day; and
---	---
(b)	the applicable Term SOFR (as of the Quotation Day in respect of that Hire Period) for the shortest period (for which Term SOFR is available) which exceeds three months.
---	---

"ISSC" means a valid international ship security certificate for the Vessel issued pursuant to the ISPS Code.

"Legal Reservations" means:

(a)	the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the<br> rights of creditors;
(b)	the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or<br> counterclaim; and
---	---
72
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(c)	similar principles, rights and defences under the laws of any Relevant Jurisdiction; and
(d)	any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered to the Owners pursuant to Clause 34.2(f).
---	---

"Leasing Documents" means this Charter, the MOA, the Security Documents and the Escrow Agreement.

"Management Agreement" means:

(a)	the technical and commercial management agreement made or to be made between the Approved Manager and the Charterers; or
(b)	such other management agreement subsequently entered into in respect of the Vessel as may be approved by the Owners (such approval not to be unreasonably withheld).
---	---

"Mandatory Sale" has the meaning given to that term in Clause 50.4.

"Mandatory Sale Date" has the meaning given to that term in Clause 50.4.

"Mandatory Sale Price" means, in respect of the Mandatory Sale Date, the aggregate of:

(a)	the Outstanding Capital Balance prevailing as at the Mandatory Sale Date;
(b)	any Variable Charterhire accrued as at the date of payment of the Mandatory Sale Price;
---	---
(c)	(in case of Clause 37.3) if the Mandatory Sale Date occurs on or before the date falling thirty six (36) months from the Commencement Date, one per cent. (1.00%) of the Outstanding Capital Balance as at the relevant<br> date;
---	---
(d)	any Breakfunding Costs;
---	---
(e)	any documented legal or other costs reasonably incurred by the Owners in connection with the exercise of the Mandatory Sale; and
---	---
(f)	aside from the amounts described under paragraphs (a) to (e) above, any other moneys due and owing under the Leasing Documents at the relevant Mandatory Sale Date including any default interest on amounts under (a)<br> to (f) above.
---	---
73
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Margin" means one point nine five per cent. (1.95%) per annum.

"Market Disruption Rate" means the Reference Rate.

"Market Value" means:

(a)	prior to the occurrence of a Termination Event which is continuing, a valuation prepared:
(i)	in Dollars;
---	---
(ii)	on a date no earlier than fifteen (15) days prior to the relevant date of valuation;
---	---
(iii)	with or without physical inspection of that Vessel; and
---	---
(iv)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment, and such<br> valuation shall be prepared by an Approved Valuer nominated by the Charterers; and
---	---
(b)	upon the occurrence of a Termination Event which is continuing:
---	---
(i)	subject to sub-paragraph (ii) below, the arithmetic mean of the valuations shown by two (2) valuation reports prepared:
---	---
(A)	in Dollars;
---	---
(B)	on a date no earlier than fifteen (15) days prior to the relevant date of valuation;
---	---
(C)	with or without physical inspection of that Vessel; and
---	---
(D)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment, and such<br> reports shall be prepared by Approved Valuers nominated by the Owners; and
---	---
(ii)	if there is a discrepancy of five per cent. (5%) or more between the market valuations shown on the two valuation reports obtained pursuant to the above paragraph (using the higher valuation figure as the<br> denominator), the arithmetic mean of the valuations shown by three (3) valuation reports each prepared on the same terms and conditions as set out under paragraph (a) above.
---	---

74
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Material Adverse Effect" means, in the opinion of the Owners, a material adverse effect on:

(a)	the business, operations, property, condition (financial or otherwise) or prospects of any Relevant Person or the Group as a whole;
(b)	the ability of any Relevant Person to perform its obligations under any Leasing Document to which it is a party; or
---	---
(c)	the validity or enforceability of, or the effectiveness or ranking of any Security Interests granted pursuant to any of the Leasing Documents or the rights or remedies of the Owners under any of the Leasing<br> Documents.
---	---

"Net Sales Proceeds" has the meaning given to it under Clause 41.9.

"Net Trading Proceeds" has the meaning given to it under Clause 41.9.

"New Guarantee" has the meaning given to such term in the definition of "Disposal Conditions".

"New Shareholder" has the meaning given to such term in the definition of "Disposal".

"New Shares Security" has the meaning given to such term in the definition of "Disposal Conditions".

"Obligatory Insurances" means any insurances of the Vessel required to be effected by or on behalf of the Charterers pursuant to Clause 39 – (Insurance).

"Operating Account" means an account in the name of the Charterers with an Account Bank.

"Original Financial Statements" means:

(a)	with respect to the Charterers, the annual financial statement accounts of the Charterers for that financial year as referred to in Guarantor B’s audited consolidated annual financial statement accounts of Guarantor<br> B; and
75
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(b)	with respect to each Guarantor, its audited financial statements for the financial year ended 31 December 2024 (and if such statements are not in English, they shall be accompanied by a certified English<br> translation).

"Original Jurisdiction" means, in relation to any Relevant Person, the jurisdiction under whose laws such Relevant Person incorporated or resided as at the date of this Charter.

"Owners' Surveyor" means the surveyor appointed by the Owners in accordance with Clause 7.

"Party" means a party to this Charter, namely the Owners or the Charterers.

"Payment Date" means each of the dates upon which Charterhire is to be paid by the Charterers to the Owners pursuant to Clauses 36.2, 36.5, 36.6and 36.7 (Charterhire).

76
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Permitted Security Interest" means:

(a)	any Security Interest created by a Security Document or a Financial Instrument;
(b)	prior to the Commencement Date, any Security Interest created by any "Security Document" (howsoever described in the Existing BBC);
---	---
(c)	any lien for unpaid master's and crew's wages in accordance with the ordinary course of operation of the Vessel or in accordance with usual reputable maritime practice;
---	---
(d)	any lien for salvage;
---	---
(e)	any lien for master's disbursements incurred in the ordinary course of trading;
---	---
(f)	any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Vessel provided such liens do not secure amounts more than thirty (30) days overdue;
---	---
(g)	any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the Owners are prosecuting or<br> defending such action in good faith by appropriate steps; and
---	---
(h)	Security Interests arising by operation of law in respect of taxes which are not overdue or for payment of taxes which are overdue for payment but which are being contested by the Owners or the Charterers in good<br> faith by appropriate steps and in respect of which adequate reserves have been made, provided that the foregoing have not arisen due to the default or omission of any Relevant Person.
---	---

"Prepositioning Date" shall have the same meaning as defined under the MOA.

77
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Published Rate" means SOFR or Term SOFR for any Quoted Tenor.

"Published Rate Replacement Event" means, in relation to any Published Rate:

(a)	the methodology, formula or other means of determining that Published Rate has, in the opinion of the Parties, materially changed;

(b)

(i)

(A) the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent;
B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative,<br> regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent, provided that, in each case, at that time, there is no successor<br> administrator to continue to provide that Published Rate;
---
(ii)	the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to<br> continue to provide that Published Rate;
---	---
(iii)	the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or
---	---
(iv)	the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or
---	---
(c)	the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with<br> its reduced submissions or other contingency or fallback policies or arrangements and either:
---	---
(i)	the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Parties) temporary;
---	---
78
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(ii)	that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than a reasonable period determined by the Parties; or
(d)	in the opinion of the Parties, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Charter.
---	---

"Purchase Obligation" means the purchase obligation referred to in Clause 52 – (Purchase

    Obligation\).

"Purchase Obligation Price" means:

(a)	if the Prepositioning Date occurs in the calendar year 2025, $20,000,000 (the "Original Purchase Obligation Price") ; and
(b)	if the Prepositioning Date occurs in the calendar year 2026, an amount to be calculated as follows:
---	---

the Original Purchase Obligation Price x the Adjustment Value

"Purchase Price" has the meaning given to it in the MOA.

"Quoted Tenor" means, in relation to Term SOFR, any period for which that rate is customarily displayed on the relevant page or screen of an information service.

"Reference Rate" means, in relation to a Hire Period:

(a)	the applicable Term SOFR for three (3) months as of the relevant Quotation Day; or
(b)	as otherwise determined pursuant to Clause 36.5A, and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero.
---	---

"Relevant Jurisdiction" means, in relation to each Relevant Person:

(a)	its Original Jurisdiction;
(b)	any jurisdiction where any property owned by it and charged under a Leasing Document is situated;
---	---
(c)	any jurisdiction where it conducts its business; and
---	---
(d)	any jurisdiction whose laws govern the perfection of any of the Leasing Documents entered into by it creating a Security Interest.
---	---
79
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Replacement Reference Rate" means a reference rate which is:

(a)	formally designated, nominated or recommended as the replacement for a Published Rate by:
(i)	the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate); or
---	---
(ii)	any Relevant Nominating Body, and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Published<br> Rate" will be the replacement under paragraph (ii) above;
---	---
(b)	in the opinion of the Owners, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or
---	---
(c)	in the opinion of the Owners, an appropriate successor or alternative to a Published Rate.
---	---

"Reporting Time" means close of business in Beijing on the date falling one (1) Business Day after the Quotation Day for the relevant Hire Period.

"Requisition Compensation" includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) of the definition of "Total Loss".

80
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Russian Oil Products" means oil and oil products falling within commodity codes 2709 or 2710 which originate in or are consigned from Russia.

"Safety Management Certificate" shall have the same meaning as ascribed under the ISM Code.

(a)	imposed by law or regulation of a Sanctions Authority, to the extent applicable to this transaction; or
(b)	otherwise imposed by any applicable law or regulation by which any Relevant Person is bound or to which it is subject.
---	---

"Sanctions Authority" means:

(a)	the United Nations or its Security Council;
(b)	the United States;
---	---
(c)	the European Union or the Council of the European Union;
---	---
(d)	the United Kingdom;
---	---
(e)	the People's Republic of China (including for the avoidance of doubt, Hong Kong), provided that this paragraph (e) shall not apply to the Initial Sub-charterer when the Vessel is chartered under the Initial<br> Sub-charter or the operation or use of the Vessel by the Initial Sub-charterer (but not any further sub-lessee of the Vessel) when the Vessel is operated by the Initial Sub-charterer (but not any further sub-lessee of the Vessel), in each<br> case unless otherwise specified in Clause 50.3; and
---	---
(f)	the governments and official institutions or agencies of any of paragraphs (a) to (e) above, including the U.S. Department of the Treasury's Office of Foreign Assets Control, the United States Department of State,<br> the U.S. Department of Commerce and the Hong Kong Monetary Authority and His Majesty's Treasury.
---	---

81
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Security Interest" means:

(a)	a mortgage, charge (whether fixed or floating) or pledge, lien, assignment, hypothecation or any other security interest of any kind or any other agreement or arrangement having the effect of conferring a security<br> interest;
(b)	the security rights of a plaintiff under an action in rem; or
---	---
(c)	any other right which confers on a creditor or potential creditor a right or privilege to receive the amount actually or contingently due to it ahead of the general unsecured creditors of the debtor concerned;<br> however this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution.
---	---

"Shares Security" means each, or as the context may require, any of:

(a)	the share charge executed or to be executed by Guarantor B (in its capacity as shareholder of the Charterers) creating a Security Interest over all its shares in the Charterers in favour of the Owners; and
(b)	(following the Disposal) the New Shares Security.
---	---

"Special Termination Amount" means, in respect of the Special Termination Date, the aggregate of:

(a)	the Outstanding Capital Balance prevailing as at the Special Termination Date;
(b)	any Variable Charterhire accrued as at the date of payment of the Special Termination Amount;
---	---
(c)	any Breakfunding Costs;
---	---
(d)	any documented legal or other costs reasonably incurred by the Owners in connection with Clause 51A (USTR Termination Event); and
---	---
(e)	aside from the amounts described under paragraphs (a) to (d) above, any other moneys due and owing under the Leasing Documents at the relevant Special Termination Date including any default interest on amounts under<br> (a) to (e) above.
---	---
82
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Special Termination Date" has the meaning given to that term in Clause 51A (USTR Termination Event).

"Special Termination Notice" has the meaning given to that term in Clause 51A (USTR Termination Event).

"Statement of Compliance" means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

"Subsidiary" means a subsidiary within the meaning of section 1159 of the UK Companies Act 2006.

"Sub-charterer" means the sub-charterer under a Sub-charter.

"Termination Event" means any event described in Clause 49.1.

"Termination Fee" means an amount equals to one point five per cent. (1.50%) of the Outstanding Capital Balance as at the relevant date.

"Termination Notice" has the meaning given to it under Clause 49.2 (Termination

    Events\).

(a)	the Outstanding Capital Balance prevailing as at the Relevant Date;
(b)	any Variable Charterhire due and payable, but unpaid up to (and including) the date of payment of the Termination Sum;
---	---
83
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(c)	any Termination Fee;
(d)	any Breakfunding Costs;
---	---
(e)	any and all documented costs, losses and liabilities incurred by the Owners as a result of the early termination of the leasing under this Charter including but not limited to any legal costs, any agency or broker<br> fees incurred in attempting to re-charter or otherwise dispose of the Vessel;
---	---
(f)	any and all documented costs, losses and liabilities incurred by the Owners in locating, repossessing, recovering, repositioning, berthing, insuring and maintaining the Vessel and/or in collecting any payments due<br> under this Charter and/or in obtaining the due performance of the obligations of the Charterers under this Charter or the other Leasing Documents (including, but not limited to, for carrying out any works or modifications or repairs required<br> to cause the Vessel to conform with the provisions relating to redelivery as required under Clause 41.5); and
---	---
(g)	aside from the amounts described under paragraphs (a) to (f) above, any other moneys due and payable, but unpaid, under the Leasing Documents at the Relevant Date including any default interest on amounts under (a)<br> to (f) above.
---	---

"Total Loss" means:

(a)	actual, constructive, compromised, agreed or arranged total loss of the Vessel;
(b)	any expropriation, confiscation, requisition or acquisition of the Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is<br> effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right<br> to an extension) unless it is redelivered within twenty-one (21) days to the full control of the Owners or the Charterers; or
---	---
(c)	any arrest, capture, seizure or detention of the Vessel (including any hijacking or theft but excluding any event specified in paragraph (b) of this definition) unless it is redelivered within thirty (30) days to<br> the full control of the Owners or the Charterers.
---	---

"Total Loss Date" means, in relation to the Total Loss of the Vessel:

(a)	in the case of an actual loss of the Vessel, the date on which it occurred;
(b)	in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earlier of:
---	---
(i)	the date on which a notice of abandonment is given to the insurers;
---	---
(ii)	the date when the Vessel was last heard of; and
---	---
(iii)	the date of any compromise, arrangement or agreement made by or on behalf of the Charterers with the Vessel's insurers in which the insurers agree to treat the Vessel as a Total Loss; and
---	---
84
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(c)

in the case of any expropriation, confiscation, requisition or acquisition of the Vessel whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to an extension), on the date on which the expropriation, confiscation, requisition or, as the case may be, the acquisition of the Vessel is completed by delivery of the Vessel to the relevant government or official authority or the person or persons claiming to be or to represent the relevant government or official authority unless it is redelivered within twenty-one (21) days to the full control of the Owners or the Charterers; and

(d)

in the case of any arrest, condemnation, capture, seizure or detention of the Vessel (including any hijacking or theft), unless it is redelivered within thirty (30) days to the full control of the Owners or the Charterers, the date falling on the expiration of such days.

---

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

(a)	the date falling one hundred and twenty (120) days after the Total Loss Date or such later date as the Owners may agree; and
(b)	the date on which the Owners receive the Total Loss Proceeds.
---	---

"Total Loss Proceeds" means the proceeds of any policy or contract of insurance or any Requisition Compensation in each case arising in respect of a Total Loss.

"US" means the United States of America.

"US Government Securities Business Day" means any day other than:

(a)	a Saturday or a Sunday; and
(b)	a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of<br> trading in US Government securities.
---	---

"USTR Remedy Period" has the meaning given to that term in Clause 51A (USTR Termination Event).

"Variable Charterhire" shall have the meaning as defined under paragraph (b) of Clause 36.5.

85
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"Vessel" means m.v. Eco West Coast with IMO number 9902811.

"Voluntary Early Termination" means the right to early terminate referred to in Clause 51.1.

"Voluntary Early Termination Date" shall have the meaning ascribed thereto in Clause 51.2.

"Voluntary Early Termination Fee" means:

(a)	if the Voluntary Early Termination is exercised on or after the date falling twelve (12) months from the Commencement Date and until (including) the date falling twenty four (24) months after the Commencement Date,<br> one point five per cent. (1.50%) of the Outstanding Capital Balance on the applicable Voluntary Early Termination Date;
(b)	if the Voluntary Early Termination is exercised after the date falling twenty four (24) months from the Commencement Date and until (including) the date falling thirty six (36) months from the Commencement Date, one<br> per cent. (1.00%) of the Outstanding Capital Balance on the applicable Voluntary Early Termination Date; and
---	---
(c)	if the Voluntary Early Termination is exercised after the date falling thirty six (36) months from the Commencement Date zero per cent. (0%) of the Outstanding Capital Balance as at the applicable Voluntary Early<br> Termination Date.
---	---

"Voluntary Early Termination Notice" shall have the meaning ascribed thereto in Clause 51.2.

"Voluntary Early Termination Price" means, in respect of any Voluntary Early Termination Date, the aggregate of:

(a)	the Outstanding Capital Balance prevailing as at the relevant the Voluntary Early Termination Date;
(b)	any Variable Charterhire accrued but unpaid as at the date of payment of the Voluntary Early Termination Date Price;
---	---
(c)	any Voluntary Early Termination Fee;
---	---
(d)	any Breakfunding Costs;
---	---
(e)	any documented legal (subject to pre-agreed cap) or other costs reasonably incurred by the Owners in connection with the exercise of the Voluntary Early Termination under Clause 51 – (Voluntary Early Termination); and
---	---
(f)	aside from the amounts described under paragraphs (a) to (e) above, any other moneys due and owing under the Leasing Documents at the relevant Voluntary Early Termination Date including any default interest on<br> amounts under (a) to (e) above.
---	---
68.2	Inconsistency between Charter provisions and Leasing Documents In the case of any conflict between the provisions or terms so of this Charter and the terms and provisions of a Leasing Document, the provisions of<br> this Charter shall prevail.
---	---
86
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

68.3	Construction

Unless a contrary indication appears, in this Charter:

"asset" includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;

"company" includes any partnership, joint venture and unincorporated association;

"consent" means:

(a)	an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalization; and
(b)	in relation to anything which will be prohibited or restricted by law if a governmental or official authority intervenes or acts in any way within a specified period after lodgment, filing, registration or<br> notification, the expiry of that period without intervention or action.
---	---

"contingent liability" means a liability which is not certain to arise and/or the amount of which remains unascertained;

"control" over a particular company means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(a)	cast, or control the casting of, more than 51 per cent, of the maximum number of votes that might be cast at a general meeting of such company;
(b)	appoint or remove all, or the majority, of the directors or other equivalent officers of such company; or
---	---
(c)	give directions with respect to the operating and financial policies of such company with which the directors or other equivalent officers of such company are obliged to comply;
---	---
87
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"document" includes a deed; also a letter, fax or telex;

"expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax;

"legal or administrative action" means any legal proceeding or arbitration and any administrative or regulatory action or investigation;

"months" shall be construed in accordance with Clause 68.4 (Meaning of "month");

"person" includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation;

"policy", in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;

88
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

68.4	Meaning of "month" A period of one or more "months" ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started ("the numerically corresponding day"), but:
(a)	on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day<br> preceding the numerically corresponding day; or
---	---
(b)	on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day; and "month" and "monthly" shall be construed accordingly.
---	---
68.5	In this Charter:
---	---
(a)	references to a Leasing Document or any other document being in the form of a particular appendix or to any document referred to in the recitals include references to that form with any modifications to that form<br> which the Owners and the Charterers approve;
---	---
(b)	references to, or to a provision of, a Leasing Document or any other document are references to it as amended or supplemented, whether before the date of this Charter or otherwise;
---	---
(c)	references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Charter or otherwise;
---	---
(d)	words denoting the singular number shall include the plural and vice versa; and
---	---
(e)	references to a page or screen of an information service displaying a rate shall include:
---	---
(i)	any replacement page of that information service which displays that rate; and
---	---
(ii)	the appropriate page of such other information service which displays that rate from time to time in place of that information service, and, if such page or service ceases to be available, shall include any other<br> page or service displaying that rate specified by the Owners after consultation with the Charterers.
---	---
68.6	Construction of Insurance terms
---	---

In this Charter:

"approved" means, for the purposes of Clause 39 – (Insurance), approved in writing by the Owners.

89
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

"policy" includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.

68.7	Headings In interpreting a Leasing Document or any provision of a Leasing Document, all clauses, sub-clauses and other headings in that and any other Leasing<br> Document shall be entirely disregarded.
90
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

SCHEDULE 1

ACCEPTANCE CERTIFICATE

ROMAN EMPIRE INC. (the "Charterers") hereby acknowledges that at [●] hours on [●], there was delivered to, and accepted by, the Charterers the Vessel known as m.v. "Eco West Coast", registered in the name of LUSTRE 4 HOLDING LIMITED (the "Owners") under the flag of the Marshall Islands with IMO number 9902811 under a bareboat charter dated [●] (the "Charter") and made between the Owners and the Charterers and that Delivery (as defined in the Charter) thereupon took place and that, accordingly, the Vessel is and will be subject to all the terms and conditions contained in the Charter.

Name:
Title: attorney in fact
for and on behalf of
ROMAN EMPIRE INC.
Dated:
91
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

SCHEDULE 2

PART A

The following are the documents referred to in Clause 34.2 (f)(i):

1	Corporate Authority
1.1	A copy of the constitutional documents of each Relevant Person (other than the Other Charterers) (for the purpose of this Schedule only, collectively, the “Pertinent Persons”).
---	---
1.2	If required, a copy of the resolutions of the board of directors (or equivalent) of each of the Pertinent Persons:
---	---
(a)	approving the terms of, and the transactions contemplated by, the Leasing Documents to which it is a party and resolving that it execute the Leasing Documents to which it is a party;
---	---
(b)	authorizing a specified person or persons to execute the Leasing Documents to which it is a party on its behalf; and
---	---
(c)	authorising a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under, or in connection with, the Leasing Documents to which it is a<br> party.
---	---
1.3	If required, an original of the power of attorney of any party to a Leasing Document authorising a specified person or persons to execute the Leasing Documents to which it is a party.
---	---
1.4	If required, a specimen of the signature of each person authorized by the resolution referred to in paragraph 1.2 above.
---	---
1.5	If required, a copy of the resolutions signed by all the holder(s) of the issued shares of any Relevant Person, approving the terms of, and the transactions contemplated by such Leasing Document.
---	---
1.6	A certificate of an officer or authorized signatory of each Relevant Person certifying that each copy document relating to it specified in this Part A of Schedule 2 is correct, complete and in full force and effect<br> as at a date no earlier than the date of this Agreement.
---	---
2	Documents and other security
---	---
2.1	A duly executed copy of this Charter, the MOA,^^the Guarantees and of each document to be delivered under each of them.
---	---
2.2	Duly executed but undated copies of each of the Shares Security,^^the Account Security, the General Assignment and the Manager's<br> Undertaking and of each document to be delivered under each of them.
---	---
2.3	Evidence that the Charterers' Operating Account have been opened and maintained with the Account Bank.
---	---
92
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

3	Legal opinion
3.1	Agreed form of legal opinion by English legal advisers to the Owners on such matters on the laws of England in relation to the applicable documents listed in paragraphs 2.1 and 2.2 of Part A of this Schedule, in<br> form and substance acceptable to the Owners.
---	---
3.2	Agreed forms of legal opinions by lawyers appointed by the Owners on such matters relating to the applicable documents listed in paragraphs 2.1 and 2.2 of Part A this Schedule, concerning the laws of the Republic of<br> the Marshall Islands, Netherlands and such other relevant jurisdictions as the Owners may reasonably require, in form and substance acceptable to the Owners.
---	---
4	Valuation of Vessel If the Prepositioning Date occurs in the calendar year 2026, valuation of the Vessel, indicating the Initial Market Value to be received by<br> the Owners not later than thirty days prior to the Prepositioning Date.
---	---
5	Vessel Insurances
---	---
5.1	Evidence that the Vessel is or will be on Delivery insured in the manner required under Clause 39 – (Insurance).
---	---
5.2	Agreed form of letters of undertaking and certificates of entry (as the case may be) relating to insurances as set out in Clause 39 – (Insurance) from the relevant insurer,<br> insurance broker, protection and indemnity association or war risks association (as the case may be).
---	---
5.3	An insurance report by an insurance advisor appointed by the Owners (but at the cost of the Charterers) in an agreed form acceptable to the Owners.
---	---
6	Vessel Documents
---	---
6.1	A copy of the Management Agreement and any amendments thereto, establishing that the Vessel will, as from the Commencement Date, be managed by the relevant Approved Manager.
---	---
6.2	A copy of the Document of Compliance of the Technical Manager.
---	---
6.3	A copy of the Vessel's class certificate evidencing that the Vessel maintains such classification.
---	---
6.4	Copies of the Vessel's Safety Management Certificate (together with any other details of the applicable safety management system which the Owners may require) and of any other documents required under the ISM Code<br> and the ISPS Code (including, without limitation, an ISSC and IAPPC).
---	---
7	Initial Sub-charter
---	---
7.1	A copy of the executed Initial Sub-charter (and any addendums thereto).
---	---
7.2	Evidence to the satisfaction of the Owners that the Initial Sub-charterer consents to the sale and leaseback of the Vessel contemplated by the Leasing Documents.
---	---
93
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

8	Escrow Agreement A copy of the duly executed Escrow Agreement in form and substance acceptable to the Owners.
9	Deed of Release An agreed form Deed of Release.
---	---
10	Others
---	---
10.1	A duly completed Payment Notice (as defined in the MOA) to be received by the Owners not later than five (5) Business Days prior to the Prepositioning Date.
---	---
10.2	A copy of the duly executed commercial invoice of the Vessel issued by the Charterers (in their capacity as sellers under the MOA) to the Owners (in their capacity as buyers under the MOA), specifying the aggregate<br> amount payable by the Owners (in their capacity as buyers under the MOA) to the Charterers (in their capacity as sellers under the MOA) for the purchase of the Vessel under the MOA.
---	---
10.3	Evidence that all fees, costs and expenses then due from the Charterers to the Owners under the Leasing Documents have been paid and received by the Owners.
---	---
10.4	Copies of the Original Financial Statements.
---	---
10.5	Such evidence relating to the Relevant Person as the Owners may reasonably require for their (or their financiers) to be able to satisfy each of their "know your customer" or similar identification procedures in<br> relation to the Leasing Documents.
---	---
10.6	A copy of any other consents, approvals, authorization or other document, opinion or assurance which the Owners consider to be reasonably desirable in connection with the entry into and performance of the<br> transactions contemplated by any of the Leasing Documents or for the validity and enforceability of such documents.
---	---
10.7	If required, evidence that any process agent referred to under the Leasing Documents has accepted its appointment.
---	---
10.8	if any, evidence to the satisfactory to the Owners that the Delivery Shortfall (as defined in the MOA) has been deposited in the Escrow Account (as defined in the MOA) or paid to the Existing Owner no later than one<br> (1) Business Day prior to the Prepositioning Date.
---	---
10.9	If required by the Flag State for purposes of registering the Vessel in the name of the Owners, evidence that the Owners have been registered as a foreign maritime entity under the laws of the Flag State (with such<br> cost to be borne by the Charterers).
---	---
10.10	Such other documents as the Owners may require by giving notice to the Charterers.
---	---
94
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

PART B

The following are the documents referred to in Clause 34.2 (f)(ii):

1	Corporate Authorisations/Confirmation
1.1	A certificate of an authorized signatory of each of the Pertinent Persons certifying that each copy document provided under paragraph 1 of Part A of Schedule 2 of the MOA remains correct, complete and in full force<br> and effect as on the Commencement Date.
---	---
1.2	A certificate of an authorized signatory of the Charterers certifying that there is no Potential Termination Event or Termination Event has occurred and is continuing as of the Commencement Date.
---	---
2	Security Documents
---	---
2.1	Duly executed and dated copies of each of the Shares Security, the Account Security, the General Assignment and each Manager's Undertaking and of each document to be delivered under it and evidence of their delivery<br> within the timing prescribed under it.
---	---
2.2	Documentary evidence that the Security Interests intended to be created by each of the Security Documents have been duly perfected under applicable law or will be perfected under applicable law within the prescribed<br> period contained in such Security Documents.
---	---
3	Delivery and title registration of the Vessel
---	---
3.1	Documentary evidence that the Vessel:
---	---
(a)	will simultaneously upon Delivery definitively and permanently registered in the name of the Owners under the flag of the Flag State;
---	---
(b)	will simultaneously upon Delivery in the absolute and unencumbered ownership of the Owners;
---	---
(c)	is or will be unconditionally delivered by the Existing Owner to the Charterers pursuant to the terms of the Existing BBC, where such documents shall include without limitation:
---	---
(i)	the original (if required by the Flag State) or a copy of the notarized and legalized (if required by the Flag State) copies of the bill of sale duly executed by the Existing Owner (and where executed by an attorney<br> of the Existing Owner, together with such original or a copy of the notarized and legalised copies (if required by the Flag State) of the Existing Owner's power of attorney); and
---	---
(ii)	the original (if required by the Flag State) or a copy of the protocol of delivery and acceptance duly executed by the Existing Owner and the Charterers;
---	---
95
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

(d)	is or will be unconditionally delivered by the Charterers (in their capacity as sellers) to the Owners (in their capacity as buyers) pursuant to the terms of the MOA, where such documents shall include without<br> limitation:
(i)	a certificate or transcript or an email confirmation issued by the competent authorities of the Flag State on the date of Delivery evidencing the Charterers' (as sellers under the MOA) ownership of the Vessel and<br> that the Vessel is free from registered encumbrances and mortgages;
---	---
(ii)	the original (if required by the Flag State) or a copy of the notarized and legalized (if required by the Flag State) copies of the bill of sale duly executed by the Charterers (and where executed by an attorney of<br> the Charterers, together with such original or a copy of the notarized and legalised copies (if required by the Flag State) of the Charterers' power of attorney); and
---	---
(iii)	the original (if required by the Flag State) or a copy of the protocol of delivery and acceptance duly executed by the Charterers and the Owners; and
---	---
(e)	has been or will be delivered to the Initial Sub-charterer in accordance with the Initial Sub-charter.
---	---
3.2	Documentary evidence that this Charter is or will be recorded as a financing charter in accordance with the laws and regulations of the Flag State (including, without limitation, a side letter to be entered into<br> between the Owners and the Charterers as required by the competent authorities of the Flag State).
---	---
4	Legal opinions
---	---
4.1	A signed legal opinion of Watson Farley & Williams, legal advisers to the Owners on such matters on the laws of England as may be satisfactory to the Owners.
---	---
4.2	Signed legal opinions by lawyers appointed by the Owners on such matters on the laws of the Marshall Islands and Netherlands and any other jurisdictions as may be satisfactory to the Owners.
---	---
5	Deed of Release A copy of the duly executed Deed of Release.
---	---
6	Others The Owners being satisfied that all conditions precedent or documents or evidence specified in Schedule 1 to the MOA have been satisfied or provided in<br> form and substance satisfactory to the Owners.
---	---
96
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

PART C

The following are the documents referred to in Clause 34.8:

1	Security Interests Not later than five (5) Business Days after the Commencement Date, documentary evidence that the Security Interests intended to be created by<br> each of the Security Documents have been duly perfected under applicable law (as applicable).
2	Legal opinions Not later than three (3) Business Days after the Commencement Date, issued signed copies of the legal opinions referred to in paragraph 4 of Part<br> B of Schedule 2 of this Charter.
---	---
3	Insurances
---	---
3.1	Not later than five (5) Business Days after the Commencement Date, receipt of copies of the executed letters of undertaking and certificates of entry (as the case may be) relating to insurances as set out in Clause<br> 39 – (Insurance) acknowledged by the relevant insurer, insurance broker, protection and indemnity association or war risks association (as the case may be), each in the agreed form under paragraph 5.2<br> of Part A of Schedule 2 of this Charter.
---	---
3.2	Not later than ten (10) Business Days after the Commencement Date, the signed insurance report in the form agreed under paragraph 5 of Part A of Schedule 2 of this Charter.
---	---
97
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

SCHEDULE 3

THE VESSELS, THE PARTIES AND THE CHARTERS

The Vessels	The Owners	The Charterers	The Charters
m.v. Eco Malibu with IMO number 9902823<br><br> <br>(“Vessel A”)	Lustre 6 Holding Limited, a corporation with registration number C-128841 and incorporated under the law of the Republic of Liberia with<br> having its registered address at 80 Broad Street, Monrovia, Liberia<br><br> <br>(“Owner A”)	ATHENEAN EMPIRE INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 104090 whose<br> registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>(“Charterer A”)	Bareboat charter entered or to be entered into between Owner A and Charterer A in respect of Vessel A, as amended and/or supplemented from time to time<br><br> <br>(“Charter A”)
m.v. Eco Oceano CA with IMO number 9794020<br><br> <br>(“Vessel B”)	Lustre 3 Holding Limited, a corporation with registration number C-128838 and incorporated under the law of the Republic of Liberia with<br> having its registered address at 80 Broad Street, Monrovia, Liberia<br><br> <br>(“Owner B”)	ECO OCEANO CA INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 107152 whose<br> registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>(“Charterer B”)	Bareboat charter entered or to be entered into between Owner B and Charterer B in respect of Vessel B, as amended and/or supplemented from time to time<br><br> <br>(“Charter B”)
m.v. Eco West Coast with IMO number 9902811<br><br> <br>(“Vessel C”)	Lustre 4 Holding Limited, a corporation with registration number C-128839 and incorporated under the law of the Republic of Liberia with<br> having its registered address at 80 Broad Street, Monrovia, Liberia<br><br> <br>(“Owner C”)	ROMAN EMPIRE INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 104089 whose<br> registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>(“Charterer C”)	Bareboat charter entered or to be entered into between Owner C and Charterer C in respect of Vessel C, as amended and/or supplemented from time to time<br><br> <br>(“Charter C”)
m.v. Julius Caesar with IMO number 9912244<br><br> <br>(“Vessel D”)	Lustre 1 Holding Limited, a corporation with registration number C-128836 and incorporated under the law of the Republic of Liberia with<br> having its registered address at 80 Broad Street, Monrovia, Liberia<br><br> <br>(“Owner D”)	JULIUS CAESAR INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 104940 whose<br> registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>(“Charterer D”)	Bareboat charter entered or to be entered into between Owner D and Charterer D in respect of Vessel D, as amended and/or supplemented from time to time<br><br> <br>(“Charter D”)
m.v. Legio X Equestris with IMO number 9912256<br><br> <br>(“Vessel E”)	Lustre 2 Holding Limited, a corporation with registration number C-128837 and incorporated under the law of the Republic of Liberia with<br> having its registered address at 80 Broad Street, Monrovia, Liberia<br><br> <br>(“Owner E”)	LEGIO X INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 107059 whose registered<br> address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>(“Charterer E”)	Bareboat charter entered or to be entered into between Owner E and Charterer E in respect of Vessel E, as amended and/or supplemented from time to time<br><br> <br>(“Charter E”)
m.v. Eco Marina Del Rey with IMO number 9798349<br><br> <br>(“Vessel F”)	Lustre 5 Holding Limited, a corporation with registration number C-128840 and incorporated under the law of the Republic of Liberia with<br> having its registered address at 80 Broad Street, Monrovia, Liberia<br><br> <br>(“Owner F”)	PCH DREAMING INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 94703 whose<br> registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>(“Charterer F”)	Bareboat charter entered or to be entered into between Owner F and Charterer F in respect of Vessel F, as amended and/or supplemented from time to time<br><br> <br>(“Charter F”)
98
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

SCHEDULE 4

FORM OF ATTESTATION TO BE ISSUED BY CHARTERERS

To: [Owners]

From: [Charterers]

Dated: [●]

[Charterers] – Bareboat Charter dated [●] (the "Charter")

Capitalised terms used in this attestation shall have the meanings set out in the Charter.

With respect to [●] [describe cargo] [scheduled to be] loaded at [●] [insert port or details of ship-to-ship transfer] on [●] [insert date] (the “Voyage”):

(a)	We confirm that we were, and the operation of the Vessel and, to the best of our knowledge, each sub-charterer and any other relevant third party was, in compliance with the Russian Oil Price Cap Measures.
(b)	We attest that, with respect to the Voyage:
---	---
(i)	we have received and retained price information demonstrating that the Russian Oil Products were purchased at or below the relevant price cap; or
---	---
(ii)	where not practicable to request and receive such information, we have obtained a signed attestation from our sub-charterer or other relevant counterparty that the Russian Oil Products were purchased at or below the<br> relevant price cap; or
---	---
(iii)	we have received a signed attestation from our sub-charterer or other relevant counterparty that the purchase of Russian Oil Products was done pursuant to a license or a derogation.
---	---
99
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”<br><br> <br>SINGAPORE/91903150v1

EXECUTION PAGE

OWNERS
SIGNED by	)
duly authorized attorney-in-fact	)
for and on behalf of	)
LUSTRE 4 HOLDING LIMITED	)
in the presence of:	)
Witness' signature:
Witness' name:
Witness' address:
CHARTERERS
---	---
SIGNED by	)
duly authorized attorney-in-fact	)
for and on behalf of	)
ROMAN EMPIRE INC.	)
in the presence of:	)
Witness' signature:
Witness' name:
Witness' address:
100
---	---
	Huarong Top Ships II<br><br> <br>BBC Additional Clauses<br><br> <br>“Eco West Coast”

Exhibit 4.11

EXECUTION VERSION

Dated _________________________ 2025

RUBICO INC.

as Guarantor

and

LUSTRE 4 HOLDING LIMITED

as Owner

GUARANTEE

relating to

a bareboat charter of the vessel m.v. ECO WEST COAST

dated ____________ 2025

Index

Clause		Page
1	Interpretation	1
2	Guarantee	2
3	Liability as Principal and Independent Debtor	3
4	Expenses	3
5	Adjustment of Transactions	4
6	Payments	4
7	Interest	4
8	Subordination	5
9	Enforcement	5
10	Representations and Warranties	6
11	Undertakings	9
12	Judgments and Currency Indemnity	15
13	Supplemental	16
14	Assignment	18
15	Notices	18
16	Invalidity of Bareboat Charter	19
17	Incorporation of Bareboat Charter Provisions	19
18	Governing Law and Enforcement	20

Schedules

Schedule 1 Form of Compliance Certificate	22
Execution Page	23

Huarong Top Ships II - Guarantee

m.v. Eco West Coast

SINGAPORE/91894220v1

THIS GUARANTEE is made on ______________________ 2025

PARTIES

(1)	RUBICO INC., a corporation incorporated under the laws of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake<br><br><br><br> Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (the "Guarantor")
(2)	LUSTRE 4 HOLDING LIMITED, a corporation incorporated under the laws of the Republic of Liberia whose registered address is at 80 Broad Street, Monrovia, Liberia (the "Owner" which expression includes its successors and assigns)
---	---

BACKGROUND

(A)	By a bareboat charter dated _______________ 2025 (the "Bareboat Charter")<br> and made between (i) the Owner, as owner and (ii) Roman Empire Inc., a corporation incorporated under the laws of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake<br> Road, Ajeltake Island, Majuro, Marshall Islands, MH96960, as charterer (the "Charterer"), the Owner has agreed to bareboat charter one (1) suezmax tanker named m.v. "Eco West Coast" and flagged in the Marshall Islands with IMO no.<br> 9902811 (the "Vessel") to the Charterer pursuant to the terms and conditions contained therein.
(B)	As at the date of this Guarantee, the Guarantor is the shareholder of the Charterer and holds all of the issued and outstanding shares in the Charterer.
---	---
(C)	The execution and delivery to the Owner of this Guarantee is one of the conditions to the chartering of the Vessel under the Bareboat Charter.
---	---
(D)	This Guarantee is one of the Guarantees referred to in the Bareboat Charter.
---	---

OPERATIVE PROVISIONS

1	INTERPRETATION
1.1	Defined expressions
---	---

Words and expressions defined in the Bareboat Charter shall have the same meanings when used in this Guarantee unless the context otherwise requires.

1.2	Construction of certain terms

In this Guarantee:

"Compliance Certificate" means a certificate in the form set out in Schedule 1 or in any other form approved by the Owner.

"control" over a particular company means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

1
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

(a)	cast, or control the casting of, more than 51 per cent, of the maximum number of votes that might be cast at a general meeting of such company;
(b)	appoint or remove all, or the majority, of the directors or other equivalent officers of such company; or
---	---
(c)	give directions with respect to the operating and financial policies of such company with which the directors or other equivalent officers of such company are obliged to comply.
---	---

"Group" means the Guarantor and its subsidiaries from time to time.

"Party" means a party to this Guarantee.

"Relevant Person" means each "Relevant Person" as defined in the Bareboat Charter.

"Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Charterer to the Owner under or in connection with any Leasing Documents or any judgment or arbitral award relating to any Leasing Documents and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country.

2	GUARANTEE
2.1	Guarantee and indemnity
---	---

The Guarantor unconditionally and irrevocably:

(a)	guarantees the due payment of all amounts payable by each other Relevant Person under or in connection to each Leasing Document to which such Relevant Person is a party;
(b)	undertakes to pay to the Owner on the Owner's demand any such amount which is not paid by that Relevant Person when due and payable under or in connection to that Leasing Document;
---	---
(c)	guarantees the punctual performance by that Relevant Person of all that Relevant Person's obligations under or in connection with that Leasing Document; and
---	---
(d)	fully indemnifies the Owner on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Owner as a result of or in connection with any obligation<br> or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Owner would otherwise have been entitled to recover.
---	---
2.2	No limit on number of demands
---	---

The Owner may serve more than one demand under Clause 2.1 (Guarantee and indemnity).

2
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

2.3	Guarantee of whole amount

This Guarantee shall be construed and take effect as a guarantee of all amounts due to the Owner under the Leasing Documents to which each other Relevant Person is a party.

3	LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR
3.1	Principal and independent debtor
---	---

The Guarantor shall be liable under this Guarantee as a principal and independent debtor and accordingly it shall not have, as regards this Guarantee, any of the rights or defences of a surety.

3.2	Waiver of rights and defences

Without limiting the generality of Clause 3.1 (Principal and independent debtor), the Guarantor shall neither be discharged by, nor have any claim against the Owner in respect of:

(a)	any amendment or supplement being made to the Bareboat Charter or any other Leasing Document;
(b)	any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, the Bareboat Charter or any other Leasing Document;
---	---
(c)	any release or loss (even though negligent) of any right or Security Interest created by any Leasing Document;
---	---
(d)	any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security<br> Interest; or
---	---
(e)	the Bareboat Charter or any other Leasing Document now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including a neglect to register it.
---	---
4	EXPENSES
---	---
4.1	Costs of preservation of rights, enforcement etc
---	---

4.2	Fees and expenses payable under Leasing Documents

3
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

5	ADJUSTMENT OF TRANSACTIONS
5.1	Reinstatement of obligation to pay
---	---

6	PAYMENTS
6.1	Method of payments
---	---

Any amount due under this Guarantee shall be paid:

(a)	in immediately available funds;
(b)	to such account as the Owner may from time to time notify to the Guarantor;
---	---
(c)	without any form of set-off, cross-claim or condition; and
---	---
(d)	free and clear of any tax deduction or withholding for or on account of any tax payable under any law of relevant jurisdictions except a tax deduction which the Guarantor is required by law to make.
---	---
6.2	Grossing-up for taxes
---	---

6.3	Indemnity and evidence of payment of taxes

7	INTEREST
7.1	Accrual of interest
---	---

4
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

7.2	Calculation of interest

8	SUBORDINATION
8.1	Subordination of rights of Guarantor
---	---

(a)	claim, or in a bankruptcy of that Relevant Person prove for, any amount payable to the Guarantor by that Relevant Person, whether in respect of this Guarantee or any other transaction;
(b)	take or enforce any Security Interest for any such amount;
---	---
(c)	claim to set-off any such amount against any amount payable by the Guarantor to that Relevant Person; or
---	---
(d)	claim any subrogation or other right in respect of any Leasing Document or any sum received or recovered by the Owner under such Leasing Document.
---	---
9	ENFORCEMENT
---	---
9.1	No requirement to commence proceedings against other Relevant Person
---	---

9.2	Conclusive evidence of certain matters

However, as against the Guarantor:

(a)	any final and unappealable judgment or order of a court in England or any Relevant Jurisdiction or award of an arbitration tribunal in London in connection with the Bareboat Charter or any other Leasing Document;<br> and
(b)	any statement or admission of any other Relevant Person in connection with the Bareboat Charter or any other Leasing Document, <br><br> <br>shall be binding and conclusive as to all matters of fact and law to which it relates.
---	---
5
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

10	REPRESENTATIONS AND WARRANTIES
10.1	General
---	---

The Guarantor represents and warrants to the Owner as of the date of this Guarantee, and on each day henceforth until the last day of the Security Period as follows.

10.2	Status
(a)	The Guarantor is duly incorporated and validly existing and in good standing under the laws of the Marshall Islands.
---	---
(b)	The Guarantor is not a FATCA foreign financial institution ("FFI") or a US Tax Obligor.
---	---
10.3	Corporate power
---	---

The Guarantor has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:

(a)	to execute this Guarantee or any other Leasing Document to which it is a party; and
(b)	to make all the payments contemplated by, and to comply with, this Guarantee or any other Leasing Document to which it is a party.
---	---
10.4	Consents in force
---	---

All the capacities, actions and consents referred to in Clause 10.3 (Corporate power) remain in full force and nothing has occurred which makes any of them liable to revocation.

10.5	No conflicts

The execution by the Guarantor of the Leasing Documents to which it is a party and its compliance with this Guarantee will not involve or lead to a contravention of:

(a)	any law or regulation applicable to it; or
(b)	the constitutional documents of the Guarantor; or
---	---
(c)	any contractual or other obligation or restriction which is binding on the Guarantor or any of its assets.
---	---
10.6	Legal, valid and binding obligations
---	---

10.7	Governing law

6
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

10.8	Immunity

10.9	Pari passu ranking

The obligations of the Guarantor under this Guarantee, are the direct, general and unconditional obligations of the Guarantor and rank at least pari

      passu with all other present and future unsecured and unsubordinated creditors of the Guarantor save for any obligation which is mandatorily preferred by law and not by virtue of any contract.

10.10	Legal or administrative action

No legal or administrative action involving the Guarantor has been commenced or taken which would have required notification to the Owner under Clause 11.8

    \(Notification of legal or administrative action\).

10.11	No insolvency

10.12	Tax obligor and place of business

The Guarantor is not a US Tax Obligor, and has not established a place of business in the United Kingdom or the United States of America.

10.13	No withholding taxes

10.14	Taxes paid

The Guarantor has paid all taxes applicable to, or imposed on or in relation to it, its business or except for those being contested in good faith with adequate reserves.

10.15	No default

No Termination Event has occurred nor is continuing or might reasonably be expected to result from the entry into and performance of this Guarantee or any other Leasing Document.

10.16	Information

7
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

10.17	No litigation

10.18	Sanctions
(a)	No Relevant Person, nor any of their respective directors, officers, or employees, is a Prohibited Person.
---	---
(b)	Each Relevant Person, and their respective directors, officers, and employees is in compliance with all Sanctions laws, and none of them have been or are currently being investigated on compliance with Sanctions,<br> they have not received notice or are aware of any claim, action, suit or proceeding against any of them with respect to Sanctions and they have not taken any action to evade the application of Sanctions.
---	---
(c)	No Relevant Person is in breach of any Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws and, to the extent required by applicable law, has instituted and maintained systems,<br> controls, policies and procedures designed to:
---	---
(i)	prevent and detect incidences of bribery and corruption, money laundering and terrorism financing; and
---	---
(ii)	promote and achieve compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws including, but not limited to, ensuring thorough and accurate books and records, and<br> utilization of best efforts to ensure that Affiliates acting on behalf of a Relevant Person shall act in compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws.
---	---
10.19	Environmental Laws
---	---

10.20	Environmental Claim

10.21	Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred which has or is reasonably likely to have a Material Adverse Effect.

8
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

10.22	Ownership of the Charterer

The Charterer is legally and beneficially and indirectly wholly owned and controlled by the Guarantor.

10.23	Status of the Guarantor
(a)	Save for as permitted under the Bareboat Charter, the shares of the Guarantor are traded on the New York Stock Exchange or NASDAQ or Over the Counter (OTC); and
---	---
(b)	the Guarantor is an entity reporting with the U.S. Securities and Exchange Commission.
---	---
11	UNDERTAKINGS
---	---
11.1	General
---	---

11.2	Information provided to be accurate

11.3	Provision of financial statements

The Guarantor will send to the Owner:

(a)	as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of the Charterers, the audited annual financial statement accounts of the Charterers for that<br> financial year as referred to in the Guarantor's audited consolidated annual financial statement accounts of the Guarantor for that financial year to be delivered under paragraph (c);
(b)	as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the unaudited semi-annual accounts of the Charterers for that half-year (as referred to in the Guarantor's audited<br> consolidated financial statement accounts);
---	---
(c)	as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of the Guarantor, the audited consolidated annual financial statement accounts of the Guarantor<br> for that financial year; and
---	---
(d)	as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the semi-annual consolidated unaudited accounts of the Guarantor for that half-year certified as to their<br> correctness by at least one officer of the Guarantor.
---	---
9
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

11.4	Form of financial statements

All accounts (audited and unaudited) delivered under Clause 11.3 (Provision of financial statements) will:

(a)	be prepared in accordance with all applicable laws and generally accepted accounting principles in the United States consistently applied;
(b)	give a true and fair view of (in respect of the audited accounts) or fairly representing (in the case of the management accounts) the state of affairs of the Group at the date of those accounts and of their profit<br> for the period to which those accounts relate;
---	---
(c)	fully disclose or provide for all significant liabilities of the Group; and
---	---
(d)	If not in the English language, be accompanied by an English translation duly certified as to its correctness.
---	---
11.5	Shareholder and creditor notices
---	---

The Guarantor will send the Owner, upon its request, copies of all communications which are despatched to the Guarantor's shareholders or creditors or any class of them.

11.6	Consents

11.7	Valid obligations

The Guarantor will at its own cost, and will procure that each other Relevant Person will:

(a)	do all that such Relevant Person reasonably can to ensure that any Leasing Document to which such Relevant Person is a party validly creates the obligations and the Security Interests which such Relevant Person<br> purports to create; and
(b)	without limiting the generality of paragraph (a), promptly register, file, record or enrol any Leasing Document to which such Relevant Person is a party with any court or authority in all Relevant Jurisdictions,<br> pay any stamp duty, registration or similar tax in all Relevant Jurisdictions in respect of any Leasing Document to which such Relevant Person is a party, give any notice or take any other step which, is or has become necessary or desirable<br> for any such Leasing Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which such Relevant Person creates.
---	---
11.8	Notification of legal or administrative action
---	---

10
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

11.9	Notification of damage or default

The Guarantor:

(a)	will, and will procure that each other Relevant Person will, notify the Owner immediately of the occurrence of any damage and/or alteration caused to the Vessel by any reason whatsoever which results, or may be<br> expected to result, in repairs on the Vessel which exceed US$5,000,000; and
(b)	will, and will procure that each other Relevant Person will, notify the Owner immediately of the occurrence of any Termination Event, and will keep the Owner fully up-to-date with all developments and the<br> Guarantor will, if so requested by the Owner, provide any such certificate signed by its authorised signatory, confirming that there exists no Termination Event.
---	---
11.10	Additional information
---	---

(a)	to themselves and/or the Vessel (including, but not limited to the condition, location and employment status of the Vessel); or
(b)	to any other matter relevant to, or to any provision of any Leasing Document to which it is a party, which may be reasonably requested by the Owner (or their financiers (if any)) at any time, provided that, in the<br> case of information on the employment status of the Vessel, such information shall be in form and substance satisfactory to the Owner and shall be provided by the Charterers to the Owner at least once every six-monthly period during each<br> calendar year.
---	---
11.11	Compliance with operational laws
---	---

11.12	Compliance with other laws
(a)	The Guarantor shall comply, and shall procure that each other Relevant Person will, comply with all applicable laws and regulations in respect of Sanctions, and in particular, the Charterers shall effect and<br> maintain a sanctions compliance policy to ensure compliance with all such laws and regulations implemented from time to time.
---	---
(b)	The Guarantor:
---	---
11
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

(i)	shall, and shall procure that each other Relevant Person will, promptly notify the Owner of any non-compliance by any Relevant Person or their respective officers, directors, or employees with all laws and<br> regulations relating to Sanctions, (including but not limited to notifying the Owner in writing immediately upon being aware that any Relevant Person or their respective shareholders, directors, officers or employees is a Prohibited Person<br> or has otherwise become a target of Sanctions) as well as provide all information in relation to its business and operations which may be relevant for the purposes of ascertaining whether any of the aforesaid parties are in compliance with<br> such laws.
(ii)	shall, and will procure that each other Relevant Person will, promptly notify the Owner of any non-compliance by any Relevant Person or their respective officers, directors, or employees with all laws and<br> regulations relating to Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws as well as provide all information (once available) in relation to its business and operations which may be relevant for the<br> purposes of ascertaining whether any of the aforesaid parties are in compliance with such laws.
---	---
(c)	The Guarantor shall procure that the Vessel shall not be employed, operated or managed in any manner which (i) is contrary to any Sanctions and in particular, the Vessel is not used by<br> or to benefit any party which is a target of Sanctions or trade to any area or country where trading the Vessel to such area or country would constitute a breach of any Sanctions or published boycotts imposed by any of the United Nations,<br> the European Union, the United States of America, the United Kingdom or the People's Republic of China (provided that operation or use of the Vessel by the Initial Sub-charterer pursuant to the Initial Sub-charter shall not in any case be<br> deemed to be in breach or contrary to any published boycotts or sanctions imposed by the People's Republic of China) or (ii) would trigger the operation of any sanctions limitation or exclusion clause in any insurance documentation.
---	---
(d)	The Guarantor shall, and shall procure that each other Relevant Person and their respective officers, directors and employees, will:
---	---
(i)	conduct its business in compliance with all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;
---	---
(ii)	maintain systems, controls, policies and procedures designed to promote and achieve ongoing compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws; and
---	---
(iii)	in respect of the Charterers, not use, or permit or authorize any person to directly or indirectly use, the Financing Amount for any purpose that would breach any Anti-Money Laundering Laws, Anti-Terrorism<br> Financing Laws and/or Business Ethics Laws;
---	---
(iv)	not lend, invest, contribute or otherwise make available the Financing Amount to or for any other person in a manner which would result in a violation of Anti-Money Laundering Laws, Anti-Terrorism Financing Laws<br> and/or Business Ethics Laws.
---	---
11.13	No Security Interests
---	---

12
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

11.14	Financial covenants
(a)	The Guarantor shall ensure that, at any time during the Security Period, the Guarantor's Leverage Ratio shall not be more than eighty five per cent (85%).
---	---
(b)	The Guarantor shall ensure that all time during the Security Period the Liquid Funds shall not be less than US$400,000.
---	---

In this Guarantee:

"Leverage Ratio" means, at any date, the ratio (expressed as a percentage) of:

(a)	the Total Net Debt; and
(b)	the aggregate Market Value of all Fleet Vessels adjusted, in each case, to reflect the percentage of ownership by the Guarantor of each such Fleet Vessel.
---	---

"Market Value" means, in relation to any Fleet Vessel,

(a)	prior to the occurrence of a Termination Event which is continuing, a valuation prepared:
(i)	in Dollars;
---	---
(ii)	on a date no earlier than fifteen (15) days prior to the relevant date of valuation;
---	---
(iii)	with or without physical inspection of that Vessel; and
---	---
(iv)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment, and such<br> valuation shall be prepared by an Approved Valuer nominated by the Charterer.
---	---
(b)	upon the occurrence of a Termination Event which is continuing,
---	---
(i)	subject to sub-paragraph (ii) below, the arithmetic mean of the valuations shown by two (2) valuation reports prepared:
---	---
(A)	in Dollars;
---	---
(B)	on a date no earlier than fifteen (15) days prior to the relevant date of valuation;
---	---
13
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

(C)	with or without physical inspection of that Vessel;
(D)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment, and such<br> valuation shall be prepared by Approved Valuers nominated by the Owner.
---	---
(ii)	if there is a discrepancy of five per cent. (5%) or more between the market valuations shown on the two valuation reports obtained pursuant to the above paragraph (using the lower valuation figure as the<br> denominator), the arithmetic mean of the valuations shown by three (3) valuation reports each prepared on the same terms and conditions as set out under paragraph (b) above.
---	---

"US GAAP" means the generally accepted accounting principles in the United States.

11.15	Compliance Certificate

11.16	Negative Pledge

The Guarantor shall:

(a)	procure that the Charterers will not create or permit to arise any Security Interest over any of its assets present or future except for the Permitted Security Interests; and
(b)	procure that its liabilities under this Guarantee will rank at least pari passu with all its other present and future unsecured liabilities, except for liabilities which are mandatorily preferred by law.
---	---
14
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

11.17	No disposal of assets, change of business

The Guarantor will not, and shall (at all times) procure that no other Relevant Person shall:

(a)	transfer, lease or otherwise dispose of all or a substantial part of their respective assets (or any of their assets, in the case of the Charterer), whether by one transaction or a number of transactions, whether<br> related or not except in the usual course of their respective trading operations; or
(b)	make any substantial change (or any change, in the case of the Charterer) to the nature of their respective business or corporate structure from that existing as at the date of this Guarantee.
---	---
11.18	No merger etc
---	---

11.19	FATCA

The Guarantor shall not, and shall procure that no Relevant Person will become a FATCA FFI or US Tax Obligor.

11.20	No payment of dividend

12	JUDGMENTS AND CURRENCY INDEMNITY
12.1	Judgments relating to Bareboat Charter and other Leasing Documents
---	---

This Guarantee shall cover any amount payable by any other Relevant Person under or in connection with any judgment or award relating to the Bareboat Charter and any other Leasing Document.

12.2	Currency indemnity

(a)	making or lodging any claim or proof against the Guarantor, whether in its liquidation, any arrangement involving it or otherwise; or
(b)	obtaining an order, judgment or award from any court or other tribunal; or
---	---
(c)	enforcing any such order, judgment or award; the Guarantor shall indemnify the Owner against the loss arising when the amount of the payment actually received by the Owner is converted at the available rate of<br> exchange into the Contractual Currency.
---	---
15
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

13	SUPPLEMENTAL
13.1	Continuing guarantee
---	---

This Guarantee shall remain in force as a continuing security interest at all times during the Security Period.

13.2	Rights cumulative, non-exclusive

13.3	No impairment of rights under Guarantee

If the Owner omits to exercise, delays in exercising or invalidly exercises any of its rights under this Guarantee, that shall not impair that or any other right of the Owner under this Guarantee.

13.4	Severability of provisions

13.5	Guarantee not affected by other Security Interests

13.6	Guarantor bound by Bareboat Charter and other Leasing Documents

13.7	Applicability of provisions of Guarantee to other rights

16
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

13.8	Third party rights

13.9	Counterpart

This Guarantee may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Guarantee.

13.10	FATCA Information
(a)	Subject to paragraph (c) below, each Party shall, on the date of the Bareboat Charter, and thereafter within ten (10) Business Days of a reasonable request by the other Party:
---	---
(i)	confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and
---	---
(ii)	supply to the requesting party (with a copy to all other relevant parties) such other form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any other<br> documentation and other information relating to its status under FATCA (including its applicable "pass thru percentage" or other information required under FATCA or other official guidance including intergovernmental agreements) as the<br> requesting party reasonably requests for the purpose of the requesting party's compliance with FATCA.
---	---
(b)	If a Party confirms to any other Party that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 showing that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to<br> be a FATCA Exempt Party, or that the said form provided has ceased to be correct or valid, that party shall so notify all other relevant parties or provide the relevant revised form, as applicable, reasonably promptly.
---	---
(c)	Nothing in this Clause shall oblige a Party to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of that party, any fiduciary duty or any duty of<br> confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that nothing in this paragraph shall excuse a Party from providing a true, complete and<br> correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such party<br> for purposes of this paragraph.
---	---
(d)	If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with the provisions of this Charter or the provided information is insufficient under FATCA,<br> then:
---	---
(i)	if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of this Charter and the Leasing Documents as if it is a FATCA Non-Exempt Party;<br> and
---	---
17
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

(ii)	if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of this Charter and the Leasing Documents (and payments made thereunder) as if its applicable<br> passthru percentage is 100%, until (in each case) such time as the party in question provides sufficient confirmation, forms, documentation or other information to establish the relevant facts.
14	ASSIGNMENT
---	---
14.1	Assignment by Owner
---	---

14.2	Assignment by Guarantor

The Guarantor may not assign any of its rights or transfer any of its rights or obligations under this Guarantee.

15	NOTICES
15.1	Notices to Guarantor
---	---

Any notice or demand to the Guarantor under or in connection with this Guarantee shall be given by letter or email at:

RUBICO INC.

20, Iouliou Kaisara Str., 19002 Paiania, Athens-Greece

Attention: Nikolaos Papastratis

Email: npapastratis@rubicoinc.com

Tel: +30 210 8128126

or to such other address or email address which the Guarantor may notify to the Owner.

15.2	Validity of demands

A demand under this Guarantee shall be valid notwithstanding that it is served:

(a)	on the date on which the amount to which it relates is payable by the Relevant Person under the Leasing Document to which it is a party;
(b)	at the same time as the service of a notice under clause 44 (Notice) of the Bareboat Charter; and a demand under this Guarantee shall (i) be in writing; (ii) be signed by a duly authorised officer of the Owner and delivered to the Guarantor pursuant to the provisions under this Guarantee; (iii) make reference to this Guarantee; (iv) specifically<br> identify the Charterer or any other Relevant Person and the guaranteed obligations to be paid and/or performed (as the case may be); and (v) set forth payment instructions in respect of any amount or amounts<br> payable to the Owner.
---	---
18
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

15.3	Notices to Owner

Any notice to the Owner under or in connection with this Guarantee shall be sent to the same address and in the same manner as notices to the Owner under clause 44 (Notice) of the Bareboat Charter.

16	INVALIDITY OF BAREBOAT CHARTER
16.1	Invalidity of Bareboat Charter or other Leasing Documents
---	---

In the event of:

(a)	the Bareboat Charter or any other Leasing Document now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever, whether of<br> a similar kind or not; or
(b)	without limiting the scope of paragraph (a), a bankruptcy of the Relevant Person party thereto, the introduction of any law or any other matter resulting in that Relevant Person being discharged from liability<br> under the Bareboat Charter or other Leasing Document, or the Bareboat Charter or other Leasing Document ceasing to operate (for example, by interest ceasing to accrue); this Guarantee shall cover any amount which would have been or become<br> payable under or in connection with the Bareboat Charter or other Leasing Document if the Bareboat Charter or other Leasing Document had been and remained entirely valid, legal and enforceable, or that Party had not suffered bankruptcy, or<br> any combination of such events or circumstances, as the case may be, and the Charterer had remained fully liable under it for liabilities whether invalidly incurred or validly incurred but subsequently retrospectively invalidated; and<br> references in this Guarantee to amounts payable by that Party under or in connection with the Bareboat Charter or other Leasing Document shall include references to any amount which would have so been or become payable as aforesaid.
---	---
17	INCORPORATION OF BAREBOAT CHARTER PROVISIONS
---	---
17.1	The following provisions of the Bareboat Charter apply to this Guarantee as if they were expressly incorporated therein with any necessary modifications:
---	---

clause 43 (No waiver of rights);

clause 55 (no set-off or tax deduction);

clause 57 (confidentiality); and

clause 59 (partial invalidity).

19
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

17.2	Clause 17 (Incorporation of Bareboat Charter provisions) is without prejudice to the application to this Guarantee of any provision of the Bareboat Charter which, by its<br> terms, applies or relates to this Guarantee.
18	GOVERNING LAW AND ENFORCEMENT
---	---
18.1	Governing law
---	---

This Guarantee and any non-contractual obligations arising out of or in connection with it are governed by English law.

18.2	Arbitration
(a)	Any dispute arising out of or in connection with this Guarantee (including a dispute regarding the existence, validity or termination of this Guarantee or any non-contractual obligation arising out of or in<br> connection with this Guarantee) (a "Dispute") shall be referred to and finally resolved by arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or<br> re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause 18 (Governing law and enforcement). The arbitration shall be conducted in accordance with the London<br> Maritime Arbitrators Association ("LMAA") Terms current at the time when the arbitration proceedings are commenced.
---	---
(b)	The reference shall be to three arbitrators, one to be appointed by each Party and the third, by the two so appointed. A party wishing to refer a Dispute to arbitration shall appoint its arbitrator (who shall be<br> either a full member of the LMAA, or a practising barrister of King's Counsel who is also a member of the Commercial Bar Association, or a retired High Court Judge practising as an arbitrator, in each case who carries on business in London)<br> and shall send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless<br> the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the<br> 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<br> shall be binding on both parties as if he or she 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. If the two<br> arbitrators so appointed are unable to agree on the appointment of the third arbitrator within seven (7) days after the appointment of the second arbitrator, they or either of them may by written notice request the President of the LMAA to<br> appoint the third arbitrator within fourteen (14) days of such request.
---	---
(c)	Where the reference is to three arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.
---	---
(d)	The language of the arbitration shall be English.
---	---
(e)	In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims<br> Procedure current at the time when the arbitration proceedings are commenced.
---	---
20
---
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

IN WITNESS WHEREOF this GUARANTEE has been executed as a DEED and delivered on the date stated at the beginning of this GUARANTEE.

21
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

SCHEDULE 1

FORM OF COMPLIANCE CERTIFICATE

To:

LUSTRE 4 HOLDING LIMITED

From:

RUBICO INC.

Date: _______________

Guarantee dated _______________ 2025 (the "Guarantee") in respect of a bareboat charter for m.v. "ECO WEST COAST"

Dear Sirs

1	We refer to the Guarantee. This is a Compliance Certificate. Terms defined in the Guarantee have the same meaning when used in this Compliance Certificate unless given a difference meaning in this Compliance<br> Certificate.
2	We confirm that, as at the date hereof, no Termination Event has occurred and is continuing which has not been waived or remedied at the date hereof or if that is not the case, specifying the same and the steps,<br> if any, being taken to remedy the same.
---	---
3	We confirm compliance with the financial covenants set out in Clause 11.14 (Financial covenants) for the [6-month period][financial year] ending on [●].
---	---
4	We now certify that, on the basis of the calculations appended to this Certificate, as at [●]:
---	---
(a)	the Leverage Ratio is [●] per cent. ([●]%), which does not exceed 85 per cent 85%); and
---	---
(b)	the Liquid Funds is [●], which is not less than US$400,000.
---	---

Yours faithfully

Signed: ___________________________

Co-Chief Financial Officer of

RUBICO INC.

22
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1

EXECUTION PAGE

GUARANTOR

EXECUTED AS A DEED	)
by RUBICO INC.	)
acting by	)
being an attorney-in-fact	)
in the presence of:	)
	)
	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)
OWNER
---	---	---
SIGNED, SEALED AND DELIVERED as a DEED	)
by LUSTRE 4 HOLDING LIMITED	)
acting by	)
being an attorney-in-fact	)
in the presence of:	)	Name:
	)
	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)
Huarong Top Ships II - Guarantee<br><br> <br>m.v. Eco West Coast<br><br> <br>SINGAPORE/91894220v1
---

Exhibit 4.19

CENTRAL SHIPPING INC
TRUST COMPANY COMPLEX AJELTAKE ROAD, AJELTAKE ISLAND MAJURO, MARSHALL ISLANDS MI 96960

The Board of Directors

Rubico Inc.

For the attention or Mr. Nikolaos Papastratis

20 Iouliou Kaisara Str, 19002

Paiania, Athens-Greece

July 15, 2025

Subject: Offer letter for the provision of management services

Dear Sir(s)

This offer letter outlines the management services that Central Shipping Inc (the "Company") is in a position to offer Rubico Inc ("Rubico").

The relevant fees for these services for Rubico’s current fleet as per annex "A" will also apply to all vessels and newbuilding vessels to be acquired by Rubico subsequent to the date of this offer letter and for as long as this management agreement is in place.

Introduction:

Central Shipping Inc is a company established in Marshall Islands. Dedicated to provide quality ship management services for tanker and dry bulk vessels as well as mega yachts. The Company has assembled a team of senior shipping executives and employees who have been working together for over ten years accumulating extensive experience and expertise in the technical and commercial management of large, diversified fleets. Our company is financially strong, viable and is committed to provide world-class ship management services that meet or exceed safety and environmental requirements. Our mission is to set the standards for safe and environmentally friendly sea transportation of goods with ships crewed and operated by motivated professional and well trained seaborne and shore personnel.

Below is our proposed fees and commission for the services that we are able to provide you with.

Trust Company Complex Ajeltake Road, Ajeltake Island Majuro, Marshall Islands MI 96960<br><br> <br>Phone: +30 2108128260

CENTRAL SHIPPING INC
TRUST COMPANY COMPLEX AJELTAKE ROAD, AJELTAKE ISLAND MAJURO, MARSHALL ISLANDS MI 96960
Type of management services:	Technical, Operations, Insurance, Bunkering, Crew, Provisions, Accounting & Reporting, Commercial, Chartering, Sale and Purchase, Newbuilding<br> supervision, Legal and administrative services.
---	---
Duration of Contract:	Five (5) years, automatically renewed.
Services and Relevant Fees:	• USO 670 per day per vessel for Technical, Commercial, Crew Management, Insurance, Provisions and Bunkering. Applicable 3 months<br> prior delivery from the yard.<br><br> <br>• Accounting, Reporting, Legal and Administrative Services at cost.
Fee Annual Increase:	Based on total percentage increase in the U.S. Consumer Price Index over the previous year, but not less than 2% and not more than 5%. Applicable for the<br> signing of this agreement for all vessels in Annex “A” and will apply to all vessels acquired by Top Ships Inc subsequent to the date of this offer letter and for as long as this management agreement is in place.
Commission on all hires / gross freight<br><br> <br>/ demurrage:	1.25%
Sales and Purchase Commission:	1% of the Sale or the Purchase Price, or the contract price of the Newbuilding contract.
	in case of newbuilding vessel the fee is based on the New building Contract Price and is payable as follows: 25% on the purchase, 25% on steel cutting, 25% on<br> launching and 25% on delivery
N/B Construction - Supervision Fee:	7% of actual cost.
Managers’ Superintendent’s Fee	USD 609 per day, plus actual expenses.
Trust Company Complex Ajeltake Road, Ajeltake Island Majuro, Marshall Islands MI 96960<br><br> <br>Phone: +30 2108128260
---

CENTRAL SHIPPING INC
TRUST COMPANY COMPLEX AJELTAKE ROAD, AJELTAKE ISLAND MAJURO, MARSHALL ISLANDS MI 96960
beyond 10 days per annum:
---	---
Financial Consultancy Fee on derivative<br><br> <br>agreements, loan financing and refinancing	0.20% on the total transaction amount.
Annual Performance Incentive Fee:	At your discretion.
Notice of Termination:	18 months
Termination Fees:	Fees for 12 months.
1.	Manager shall be entitled to receive additional remuneration for any increase in administrative costs and expenses resulting from the introduction of a new, or a change in<br> the interpretation of applicable laws and regulations, or concerning ship management services.
---	---
2.	Owners to pay the deductible of any insurance claim relating to the vessels, or for any claim that is within such deductible range. All insurance related rebates to be for<br> the benefit of the Manager.
---	---
3.	Owners to pay any tax, dues, or ransom in a case of piracy, or fines imposed on vessels or Manager, due to the operation of the vessel.
---	---
4.	The above management fees are agreed on the basis of the number of the associated vessels as per Annex “A’’ of this agreement and will apply to all vessels acquired by<br> Rubico Inc subsequent to the date of this offer letter and for as long as this management agreement is in place.
---	---
Trust Company Complex Ajeltake Road, Ajeltake Island Majuro, Marshall Islands MI 96960<br><br> <br>Phone: +30 2108128260
---

CENTRAL SHIPPING INC
TRUST COMPANY COMPLEX AJELTAKE ROAD, AJELTAKE ISLAND MAJURO, MARSHALL ISLANDS MI 96960

Attached herewith is the (BIMCO) Standard Ship Management Agreement (Shipman 98) as amended, which shall be the basis of the individual management agreements to be entered into among each of Top's vessel-owning companies and the Company.

Acknowledgment and Acceptance

Please acknowledge your acceptance of the terms of our offer by signing the confirmation below and kindly return a copy of this letter and initialize a copy of the (BIMCO) Standard Ship Management Agreement (Shipman 98) as amended and attached herewith. After acceptance of this offer letter and attached management agreement, same shall be binding upon the parties hereof Top Ships Inc. and the Company and shall not be terminated by reason of a change of control of either Top Ships Inc. and the Company.

Yours Faithfully,
/s/ Alexandros Tsirikos
Central Shipping Inc.	Accepted: Rubico Inc.
	Signature : /s/ Nikolaos Papastratis
	Name : Nikolaos Papastratis
	Title : CFO, Director
	Date : 15/7/2025
Trust Company Complex Ajeltake Road, Ajeltake Island Majuro, Marshall Islands MI 96960<br><br> <br>Phone: +30 2108128260
---

CENTRAL SHIPPING INC
TRUST COMPANY COMPLEX AJELTAKE ROAD, AJELTAKE ISLAND MAJURO, MARSHALL ISLANDS MI 96960

ANNEX "A" (ASSOCIATED VESSELS) TO THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: "SHIPMAN 98"

NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX "A" THEY WILL BE SUBJECT TO THE PROVISIONS OF SUBCLAUSE 18.1(i) OF THIS AGREEMENT.

Details of Associated Vessels:

1.	Eco West Coast
2.	Eco Malibu

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

Trust Company Complex Ajeltake Road, Ajeltake Island Majuro, Marshall Islands MI 96960<br><br> <br>Phone: +30 2108128260

Exhibit 4.20

EXECUTIVE SERVICES AGREEMENT

This agreement ("the Agreement") is entered into by and among Rubico Inc. ("Rubico" or the "Company") and Central Mare Inc. ("Manager"), as of January 22, 2026 with effective date of August 1, 2025, for the purpose of setting forth the terms pursuant to which the services of the Company’s executive officers and the persons filling certain other managerial and administrative positions of the Company will be provided by the Manager (the "Nominees").

It is hereby agreed as follows:

Subject to terms and conditions of this Agreement, the Manager shall provide Nominees to serve in all positions required by the Company to run its business, vessel crew excluded. Indicatively, the Manager will provide Nominees for the positions of Chief Executive Officer and Chief Financial Officer as well as any other managerial and administrative position required by the Company on a when-required basis, subject to acceptance by the Company including, in the case of executive officers, appointment by resolution of the Company’s board of directors or any authorized committee thereof.

2. Subject to the terms and conditions of this Agreement, the Manager’s employment with the Company shall be for the period from August 1, 2025 through July 31, 2026, (“the Term”) provided, however, that the Term shall be automatically extended for successive one year terms unless the Manager or the Company provides notice of non-renewal at least sixty (60) days prior to the expiration of the then applicable Term, or agree otherwise in writing.

In consideration of the services of the Manager and the Nominees, the Manager shall receive a fee of USD 9,500, payable monthly in advance (the “Monthly Fee”) for the duration of the Term. Should the Agreement continue after the expiry of the Term, the Monthly Fee will be increased to USD 30,000. In addition, in the sole discretion of the board of directors of the Company or any authorized committee thereof, the Company may grant additional cash or equity incentive compensation in consideration of the services of the Nominees. The amount paid shall be net of any tax. The Monthly Fee above does not include the cost of travelling, telecommunications or any other necessary costs incurred by the Manager’s Nominees in the conduct of their duties. Such costs shall be billed to and paid directly by the Company.

4. (a) The Company may immediately terminate the appointment of a Nominee for “Cause” (as defined herein). In such event, the Manager must provide a replacement Nominee within 4 weeks. For purposes of this Agreement, “Cause” shall include:

(i) willful or deliberate failure of the Nominee to perform their duties;

(ii) material breach of the terms of this Agreement by the Manager or by the Nominees;

(iii) dishonesty, willful misconduct or fraud in connection with the hiring of the Nominees by the Company the performance of their duties, or in any way related to the business of the Company;

(iv) conviction of the Nominees or a plea of nolo contendere (or the equivalent) to a felony or any crime involving moral turpitude;

(v) a Nominee engaging in conduct materially injurious to the business, reputation or goodwill of the Company; or

(vi) violation of applicable policies, practices and standards of behavior of the Company by the Nominees.

(b) In the event that a Nominee dies or becomes permanently disabled before the expiration of the term, the Manager- shall provide a new Nominee within 4 weeks.

(c) Except as provided in paragraph 3 and subparagraphs (b) and (e) of this paragraph, the Manager understands that it shall not be entitled to any further payments or benefits in the event of termination of the appointment of the Nominees.

(d) In the event that a Nominee serves also as a Director of the Company and is removed as a director by the shareholders of the Company in a general meeting, or the shareholders of the Company in general meeting shall fail to re-elect him as a Director of the Company, his appointment to all positions pursuant to this agreement shall automatically terminate with effect from the date of such removal or failure to re-elect and the Manager shall provide a new Nominee within 4 weeks.

Page 1 out of 4

(e) On the termination of the appointment of any Nominee (howsoever arising) or on either the Company or the Manager having served notice of such termination, the Manager shall, at the request of the Company, ensure that the Nominees resign from all offices held by them in the Company, and forthwith deliver to the Company all confidential Information and all Company property such as, credit cards, keys and other property.

In the event of a "Change in Control" (as defined herein), during the Term of this Agreement, the Manager shall be eligible to receive the compensation specified in paragraph (b), below, provided that the conditions of said paragraph are satisfied,

(a) For purposes of this Agreement, the term "Change of Control" shall mean the:

(i)	acquisition by any individual, entity or group (not including any affiliate of the Manager or any trust of which any affiliate of the Manager or any family member of any such affiliate is a beneficiary) of beneficial ownership of fifty<br> percent (50%) or more of either (A) the then-outstanding shares of common stock of the Company or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors;
(ii)	consummation of a reorganization, merger or consolidation of the Company or the sale or other disposition of all or substantially all of its assets; or
---	---
(iii)	approval by the shareholders of the Company of a complete liquidation or dissolution.
---	---

(b) following a Change of Control, this agreement shall be considered terminated with immediate effect and the Manager shall be entitled to receive a cash payment for all fees due and payable under the contract up until its expiry date, had it not been terminated, plus three years of the Monthly Fees payable under this agreement.

The Manager represents and warrants that as follows:

(a) Neither the Manager nor the Nominees are in breach of any agreement requiring the Manager or the Nominees to preserve the confidentiality of any information, client lists, trade secrets or other confidential information or any agreement not to compete or interfere with any prior employer, and that neither the execution of this letter nor the performance by the Manager or the Nominees of their obligations hereunder will conflict with, result in a breach of, or constitute a default under, any agreement to which they are a party or to which they may be subject;

(b) Neither the Manager nor the Nominees have taken and will not take any confidential information from any prior employer and will not use any such information in performing their obligations hereunder, but instead will rely on their generalized knowledge and skill in performing their services hereunder; and

(c) Neither the Manager nor the Nominees are the subject of any investigation by current employers; and neither the Manager nor the Nominees are a party in any litigation or arbitration proceeding related in any way to the Nominees’ current or prior employment.

During the course of this agreement, the Manager will have access to information that is confidential and proprietary to the Company, each of its clients and prospective clients. Except in the performance of the Manager’s obligations under this Agreement or with the prior written consent of the Company, the Manager agrees that neither the Manager nor the Nominees will at any time disclose to any person or use for the Manager’s benefit or the benefit of others, any such information obtained by the Manager or the Nominees.
As part of the consideration for the compensation and benefits paid under this agreement, and to protect the confidential and proprietary information that will be disclosed and entrusted to the Manager and the Nominees, the business good will of the Company that exists and will be developed, and the business opportunities that will be disclosed or entrusted to the Manager and the Nominees by the Company and as an additional incentive for the Company to enter into this agreement, The Manager and each Nominee appointed as an executive officer of the Company agree as follows:

(a)

For a period of two months after the termination of such Nominee’s appointment as an executive officer of the Company, the Manager and such Nominee agree that such Nominee will not, directly or indirectly, have any interest in, manage, operate or be employed in any capacity by any person, firm, corporation, partnership or business (whether as an employee, director, officer, partner, investor, advisor, consultant or otherwise) that engages in the leasing, purchase, sale, or chartering of commercial maritime vessels, other than the Manager or any affiliates of the Manager or any trust of which any affiliate of the Manager or any family member of any such affiliate is a beneficiary.

Page 2 out of 4

(b)	During the period of such Nominee’s appointment as an executive officer of the Company and for two months thereafter, such Nominee agrees not to:
(i)	with respect to deals or transactions under consideration at the time of the termination of such Nominee’s appointment, solicit, induce or encourage any existing or potential client or counterparty to the Company to forego the proposed<br> deal or transaction or to consummate the deal or transaction instead with another firm, company, business, partnership or enterprise, whether such Nominee is employed by that entity or not;
---	---
(ii)	hire, solicit, recruit, induce, procure or attempt to hire, solicit, recruit, induce or procure, directly or indirectly, any person who is an employee of the Company or Nominee under this agreement or who was such an employee or Nominee at<br> any time during the year preceding the termination of such Nominee;
---	---
(c)	The Manager and such Nominee acknowledge that the foregoing limitations are reasonable under the circumstances and you represent that the fulfillment of the obligations set forth in this paragraph shall not<br> cause such Nominee any substantial economic hardship or render you unemployable within the applicable industry.
---	---

The Manager and the Nominees agree to deliver promptly on termination of their employment, or any other time on request by the Company, all property and equipment of the Company of any kind in the Manager’s or the Nominee’s possession or control.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. If any dispute should arise concerning this Agreement, the interpretation of the terms of the Agreement or otherwise relating in any way to the terms and conditions of the Nominee’s employment or its termination, including any claim of statutory discrimination, the parties agree to submit the dispute to arbitration at JAMS Endispute in New York, New York before a panel of three (3) neutral arbitrators to be mutually agreed upon pursuant to JAMS. The expenses of such arbitration shall be borne equally by each of the parties. For injunctive relief, it is agreed that any court of competent jurisdiction also may entertain an application by either party. The parties further agree that no demand for punitive damages shall be made in any such arbitration proceeding and that the arbitrators shall not have the power to award punitive damages in any such proceedings. Any award of the arbitrators shall be final and binding, subject only to such right of review as may be provided under applicable law.
No failure by either party at any time to give notice of any breach by the other party, or to require compliance with any condition or provision of this Agreement shall be deemed a waiver of a similar or dissimilar provision or condition at the time or at any prior or subsequent time.
In the event that any provision or term of this Agreement is held to be invalid, prohibited or unenforceable for any reason, such provision or term shall be deemed severed from this Agreement without invalidating the remaining provisions, which shall remain in full force and effect.
The Manager agrees to keep this Agreement confidential and not to disclose its terms to any third parties unless required to do so by law or regulation, without the prior written consent of the Company. The Manager may, however, disclose the details of the employment and compensation arrangements to its shareholder and tax, accounting and legal advisors, provided that it receives their assurance in advance that they will not disclose those matters to any third party.
This Agreement contains the entire understanding between the parties on the subjects covered here and supersedes all prior agreements, arrangements and understandings, whether written or oral. The Manager represents that you have not relied on any statements, oral or written, not contained in this Agreement. This Agreement may not be changed orally, but only in writing signed by both parties.
This Agreement may be signed in separate counterparts, both of which together shall constitute an original instrument. The parties agree to accept a signed facsimile counterpart of this Agreement as a fully binding original.

SIGNATURE PAGE FOLLOWS

Page 3 out of 4

ACCEPTED AND AGREED TO:
On behalf of Rubic Inc.
/s/ Nikolaos Papastratis
Name: Nikolaos Papastratis
Title: CFO
ACCEPTED AND AGREED TO:
On behalf of Central Mare Inc.
/s/ Alexandros Tsirikos
Name: Alexandros Tsirikos
Title: Director

Page 4 out of 4

Exhibit 4.21

SHIPBUILDING CONTRACT

FOR

CONSTRUCTION OF ONE 47,499DWT CHEMICAL/PRODUCT OIL

TANKER

(HULL NO. 25110062)

BETWEEN

ROMAN SHARK IX INC.

as the BUYER

and

GUANGZHOU SHIPYARD INTERNATIONAL COMPANY LIMITED

and

CHINA SHIPBUILDING TRADING CO., LTD.

Collectively as the SELLER

Hull No. 25110062

CONTENTS

ARTICLE		PAGE NO.
ARTICLE I DESCRIPTION AND CLASS		5
	1. DESCRIPTION	5
	2. CLASS AND RULES	5
	3. PRINCIPAL PARTICULARS AND DIMENSIONS OF THE VESSEL	6
	4. GUARANTEED SPEED	6
	5. GUARANTEED FUEL CONSUMPTION	7
	6. GUARANTEED DEADWEIGHT	7
	7. SUBCONTRACTING	7
	8. REGISTRATION	8
	9. DRYDOCKING	8
	10. QUALITY ASSURANCE/QUALITY CONTROL	8
	11. HEALTH & SAFTEY	8
	12. LANGUAGE	9
	13. GOVERNMENTAL APPROVAL	9
ARTICLE II CONTRACT PRICE & TERMS OF PAYMENT		10
	1. CONTRACT PRICE	10
	2. CURRENCY	10
	3. TERMS OF PAYMENT	10
	4. METHOD OF PAYMENT	11
	5. PREPAYMENT	13
	6. SECURITY FOR PAYMENT OF INSTALMENTS BEFORE DELIVERY	13
	7. REFUNDS	13
ARTICLE III ADJUSTMENT OF THE CONTRACT PRICE		15
	1. DELIVERY	15
	2. INSUFFICIENT SPEED	16
	3. EXCESSIVE FUEL CONSUMPTION	16
	4. DEADWEIGHT	17
	5. EFFECT OF RESCISSION OR CANCELLATION	18
ARTICLE IV SUPERVISION AND INSPECTION		19
	1. APPOINTMENT OF THE BUYER’S SUPERVISOR	19
	2. APPROVAL OF PLANS AND DRAWINGS	19
	3. SUPERVISION AND INSPECTION BY THE SUPERVISOR	20
	4. LIABILITY OF THE SELLER	22
	5. SALARIES AND EXPENSES	22
	6. REPLACEMENT OF SUPERVISOR	22
ARTICLE V MODIFICATION, CHANGES AND EXTRAS		23
	1. HOW EFFECTED	23
	2. CHANGES IN RULES AND REGULATIONS, ETC.	23
	3. SUBSTITUTION OF MATERIALS AND/OR EQUIPMENT	25
	4. BUYER SUPPLIED ITEMS	25
	5. ISSUES ATTRIBUTABLE TO BUYER DESIGNATED PARTY	26
ARTICLE VI TRIALS		28
	1. NOTICE	28
	2. HOW CONDUCTED	29
	3. TRIAL LOAD DRAFT	29
	4. METHOD OF ACCEPTANCE OR REJECTION	29
	5. DISPOSITION OF SURPLUS CONSUMABLE STORES	30
	6. EFFECT OF ACCEPTANCE	31
ARTICLE VII DELIVERY		32

1 / 71

Hull No. 25110062

	1. TIME AND PLACE	32
	2. WHEN AND HOW EFFECTED	32
	3. DOCUMENTS TO BE DELIVERED TO THE BUYER	32
	4. TITLE AND RISK	34
	5. REMOVAL OF THE VESSEL	34
	6. TENDER OF THE VESSEL	34
	7. SPARE PARTS	34
ARTICLE VIII DELAYS & EXTENSION OF TIME FOR DELIVERY		35
	1. CAUSES OF DELAY (FORCE MAJEURE)	35
	2. NOTICE OF DELAY	35
	3. RIGHT TO CANCEL FOR EXCESSIVE DELAY	36
	4. DEFINITION OF PERMISSIBLE DELAYS	36
ARTICLE IX WARRANTY OF QUALITY		37
	1. GUARANTEE OF MATERIAL AND WORKMANSHIP	37
	2. NOTICE OF DEFECTS	37
	3. REMEDY OF DEFECTS	38
	4. EXTENT OF THE SELLER’S RESPONSIBILITY	38
ARTICLE X CANCELLATION, REJECTION AND RESCISSION BY THE BUYER		40
ARTICLE XI BUYER’S DEFAULT		42
	1. DEFINITION OF DEFAULT	42
	2. NOTICE OF DEFAULT	43
	3. INTEREST AND CHARGE	43
	4. DEFAULT BEFORE DELIVERY OF THE VESSEL	44
	5. SALE OF THE VESSEL	44
ARTICLE XII INSURANCE		46
	1. EXTENT OF INSURANCE COVERAGE	46
	2. APPLICATION OF RECOVERED AMOUNT	46
	3. TERMINATION OF THE SELLER’S OBLIGATION TO INSURE	47
ARTICLE XIII DISPUTES AND ARBITRATION		48
	1. PROCEEDINGS	48
	2. ALTERNATIVE ARBITRATION BY AGREEMENT	48
	3. NOTICE OF AWARD	49
	4. EXPENSES	49
	5. AWARD OF ARBITRATION	49
	6. ENTRY IN COURT	49
	7. ALTERATION OF DELIVERY TIME	49
ARTICLE XIV RIGHT OF ASSIGNMENT		50
ARTICLE XV TAXES AND DUTIES		51
	1. TAXES	51
	2. DUTIES	51
ARTICLE XVI PATENTS, TRADEMARKS AND COPYRIGHTS		52
ARTICLE XVII NOTICES		53
ARTICLE XVIII LEGAL COMPLIANCE		55
	1. COMPLIANCE WITH LAWS	55
	2. ETHICAL CONDUCT	55
	3. ANTI-BRIBERY	55
	4. ANTI-COERCION	56
	5. SANCTIONS	56
ARTICLE XIX EFFECTIVE DATE OF CONTRACT		59
ARTICLE XX INTERPRETATION		60

2 / 71

Hull No. 25110062

	1. LAW APPLICABLE	60
	2. DISCREPANCIES	60
	3. DEFINITION	60
	4. ENTIRE AGREEMENT	61
EXHIBIT “A”: IRREVOCABLE LETTER OF GUARANTEE		63
EXHIBIT “B”: IRREVOCABLE LETTER OF GUARANTEE		67
EXHIBIT “C”: SUBCONTRACTORS LIST		71

3 / 71

Hull No. 25110062

SHIPBUILDING CONTRACT

FOR

CONSTRUCTION OF ONE 47,499DWT CHEMICAL/PRODUCT OIL

TANKER

(HULL NO. 25110062)

This SHIPBUILDING CONTRACT, entered into this 3^rd^ day of February 2026 (hereinafter called the “CONTRACT”) by and between ROMAN SHARK IX INC., a corporation organized and existing under the laws of Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (hereinafter called the “BUYER”) on one part; and GUANGZHOU SHIPYARD INTERNATIONAL COMPANY LIMITED, a corporation organized and existing under the laws of the People’s Republic of China, having its registered office at No.18 Qihang Road, Longxue Street, Nansha District, Guangzhou, the People’s Republic of China (hereinafter called the “BUILDER”), and CHINA SHIPBUILDING TRADING CO., LTD., a corporation organized and existing under the laws of the People’s Republic of China, having its registered office at 56(Yi) Zhongguancun Nan Da Jie, Beijing 100044, the People’s Republic of China (hereinafter called “CSTC”) on the other part. The BUILDER and CSTC are hereinafter collectively called the “SELLER”. The BUYER and the SELLER are hereinafter collectively called the “Parties”.

WITNESSETH

In consideration of the mutual covenants contained herein, the SELLER agrees to design, build, launch, equip, complete and to sell and deliver to the BUYER after completion and trial one (1) 47,499DWT Chemical/Product Oil Tanker at Guangzhou Shipyard International Company Limited located in Guangzhou, China (hereinafter collectively and separately called the “BUILDER’s Shipyard”) as more fully described in Article I hereof, to be registered under the flag of Marshall Islands and the BUYER agrees to purchase and take delivery of the aforesaid VESSEL from the SELLER and to pay for the same in accordance with the terms and conditions hereinafter set forth.

4 / 71

Hull No. 25110062

ARTICLE I DESCRIPTION AND CLASS

DESCRIPTION

The VESSEL is a 47,499 metric tons deadweight chemical/product oil tanker, at scantling draft moulded of 13.2 meters (hereinafter called the “VESSEL”) of the class described below. The VESSEL shall have the BUILDER’s Hull No. 25110062 and shall be constructed, equipped and completed in accordance with the following “Specifications”:

(1)	Specification (No. G0000101, DN: C252123-CT-DS) dated 28^th^ January 2026
(2)	General Arrangement (Drawing No. G0000102) dated 28^th^ January 2026
---	---
(3)	Makers List (No. M0000MG1) dated 28^th^ January 2026
---	---

attached hereto and signed by the BUYER and the BUILDER (hereinafter collectively called the “Specifications”), making an integral part hereof.

Should there be any inconsistencies or contradictions between the General Arrangement Plan and Specification, the Specification shall prevail.

Should there be any inconsistencies or contradictions between this CONTRACT and the Specifications, this CONTRACT shall prevail.

CLASS AND RULES

The VESSEL, including its machinery, equipment and outfittings, shall be designed, constructed, surveyed, tested, launched, equipped and delivered in accordance with the rules and regulations issued and having become effective and compulsorily applicable to the VESSEL up to and on the signing date of this CONTRACT of DNV (but whatsoever, the BUYER shall be entitled to choose ABS within two (2) months after signing of this CONTRACT, and the SELLER will provide the equivalent class notation same as DNV for the BUYER’s approval) (hereinafter called the “Classification Society”) and shall be distinguished in the record by the symbol of

1A, Tanker for Oil ESP and Chemicals ESP, COAT-PSPC(B), CSR, E0, TMON(Oil Lubricated), BIS, VCS(2), BWM(T), SPM, LCS, ECA(SOx-A), ER(TIER III, SCR), CMON, ETC(1), Recyclable, Clean, BMON, Fuel ready(LFL[D;MEca])*, Biofuelled***, Cyber Secure (Essential)

and shall also comply with the rules and regulations as fully described in the Specifications.

5 / 71

Hull No. 25110062

The requirements of the authorities as fully described in the Specifications including that of the Classification Society are to include any additional rules or circulars thereof issued and become effective and compulsorily applicable to the VESSEL up to and on the signing date of this CONTRACT.

The SELLER shall arrange with the Classification Society to assign a representative or representatives (hereinafter called the “Classification Surveyor”) to the BUILDER’s Shipyard for supervision of the construction of the VESSEL.

All fees and charges incidental to the Classification Society and to comply with the rules, regulations and requirements of this CONTRACT as described in the Specifications issued, effective and compulsorily applicable to the VESSEL up to the signing date of this CONTRACT as well as royalties, if any, payable on account of the construction of the VESSEL shall be for the account of the SELLER, except as otherwise provided and agreed herein. The key plans, materials and workmanship entering into the construction of the VESSEL shall at all times be subject to inspections and tests in accordance with the rules and regulations of the Classification Society.

Decisions of the Classification Society as to compliance or noncompliance with classification rules and regulations as well as any other rules, regulations and circulars applicable to the VESSEL under this CONTRACT shall be final and binding upon the Parties hereto.

PRINCIPAL PARTICULARS AND DIMENSIONS OF THE VESSEL

(a)	Hull:
Length overall	abt. 183.0m
---	---
Breadth moulded	32.2m
Depth moulded	18.3m
Design Draft moulded	11.0m
Scantling Draft moulded	13.2m
(b)	Propelling Machinery:
---	---

The VESSEL shall be equipped, in accordance with the Specifications, with one (1) set of Everllence 6G50ME-C9.6-HPSCR type Main Engine.

GUARANTEED SPEED

The SELLER guarantees that the trial speed, after corrected as stipulated in the Specifications, is to be not less than 14.5 knots (hereinafter called the “Guaranteed Speed”), i.e. at design draft of 11.0 meters and at NCR of the main engine, with 15% sea margin at the conditions of clean bottom in deep sea and calm weather with no wind, no wave, no swell and no current.

6 / 71

Hull No. 25110062

The trial speed shall be corrected for wave/swell/current, wind and shallow water effect. The correction method of the speed shall be as specified in the Specifications.

GUARANTEED FUEL CONSUMPTION

The SELLER guarantees that the fuel oil consumption of the Main Engine is not to exceed 162.1 g/kWh with Tier II mode (hereinafter called the “Guaranteed Fuel Consumption”) at normal continuous output at shop trial based on diesel fuel oil having a lower calorific value of 42,700 kJ/kg.

GUARANTEED DEADWEIGHT

The SELLER guarantees that the VESSEL is to have a deadweight of not less than 47,499 metric tons (hereinafter called the “Guaranteed Deadweight”) at the scantling draft moulded of 13.2 meters in sea water of 1.025 specific gravity.

The term of “Deadweight”, as used in this CONTRACT, shall be as defined in the Specifications.

The actual deadweight of the VESSEL expressed in metric tons shall be based on calculations made by the BUILDER and checked by the BUYER, and all measurements necessary for such calculations shall be performed in the presence of the Supervisor.

Should there be any dispute between the BUILDER and the BUYER in such calculations and/or measurements, the decision of the Classification Surveyor shall be final.

SUBCONTRACTING

The SELLER may, at its sole discretion and responsibility, subcontract any portion of the construction work of the VESSEL to experienced subcontractors, but delivery and final assembly into the VESSEL of any such work subcontracted shall be at the BUILDER’s Shipyard. The SELLER shall remain responsible for such subcontracted work.

For the avoidance of doubt, the BUILDER's subsidiaries/affiliates shall not be deemed as a subcontractor, any outside worker's team working at the BUILDER's Shipyard complying with the BUILDER's safety and quality systems shall not be deemed as a subcontractor in this Article, the expression “subcontractor” excludes a supplier or maker.

For the purposes of this clause, any subcontractor which is listed in Exhibit “C” of this CONTRACT with the same quality standard of the BUILDER is hereby deemed approved, with no further requirement for further approval or consent by the BUYER.

7 / 71

Hull No. 25110062

In case that the SELLER would like to subcontract any portion of the construction work of the VESSEL to a subcontractor who is not mentioned in the paragraph above, such subcontractor shall be approved by the BUYER in writing, which approval should not be unreasonably withheld.

REGISTRATION

The VESSEL shall be registered by the BUYER at its own cost and expenses under the laws of Marshall Islands at the time of delivery and acceptance thereof.

DRYDOCKING

If the VESSEL remains afloat after launching until delivery to the BUYER for up to one hundred eighty (180) days, it shall be exempted from the diver inspection and drydocking. In the event that the VESSEL remains afloat for over one hundred eighty (180) days, a diver inspection (by videos or photographs) will be carried out and attended by a qualified paint supplier. All necessary remedial works to the antifouling paint as a result of defects observed during such diver inspection shall be made by the SELLER at the SELLER’s cost and in the SELLER’s time before delivery of the VESSEL (including drydocking when necessary), and shall follow the recommendation of the paint supplier (such recommendation to be submitted to the BUYER for information).

QUALITY ASSURANCE/QUALITY CONTROL

The SELLER shall operate and maintain from the steel cutting day onwards a management system for quality assurance and quality control (QA/QC system).

HEALTH & SAFTEY

The SELLER shall comply with all applicable local and Chinese laws relating to health, safety and environmental conservation and maintain and enforce a health, safety, security and environment conservation plan (the “HSE Plan”) during the construction of the VESSEL.

The HSE Plan shall be in the SELLER’s general form as may be submitted to the BUYER for reference, and shall include the following elements: (1) a health, safety and environmental protection policy; (2) instructions and procedures to ensure safe working practices and protection of the environment in compliance with the relevant local and Chinese legislation (in the event of conflict between the two, the higher, prevailing standard as enshrined shall be followed); (3) defined levels of authority and lines of communication between and amongst the SELLER’s and the BUYER’s personnel; (4) procedures for reporting accidents and non-conformities within the provisions of the HSE Plan; (5) procedures to prepare for and respond to emergency situations; and (6) procedures for internal audits and management reviews.

8 / 71

Hull No. 25110062

LANGUAGE

Specifications, Plans, Drawings, Instruction Books, Certificates, etc. for the VESSEL shall be written in the English or English/Chinese language and all communication between the SELLER and the BUYER, including communication between the Parties hereto within the BUILDER’s Shipyard in connection with the construction of the VESSEL shall be in English. The SELLER hereby undertakes to ensure that the pertinent staff involved with the construction of the VESSEL can speak sufficient English.

GOVERNMENTAL APPROVAL

The SELLER shall be responsible (at its sole risk and expense) for obtaining and keeping in force at all times a construction permit and export license for the VESSEL if and as required, as well as all China Governmental licenses, approvals (whether national, provincial, municipal or local) required or appropriate as of and/or after the date of this CONTRACT, for the construction of the VESSEL and the sale of the VESSEL to the BUYER.

9 / 71

Hull No. 25110062

ARTICLE II CONTRACT PRICE & TERMS OF PAYMENT

CONTRACT PRICE

The purchase price of the VESSEL is United States Dollars Forty Five Million Two Hundred Thousand only (US$ 45,200,000.00), net receivable by the SELLER (hereinafter called the “Contract Price”), which is exclusive of the cost for the BUYER Supplied Items as provided in Article V hereof, and shall be subject to upward or downward adjustment, if any, as hereinafter set forth in this CONTRACT.

CURRENCY

Any and all payments by the BUYER to the SELLER under this CONTRACT shall be made in United States Dollars.

TERMS OF PAYMENT

The Contract Price shall be paid by the BUYER to the SELLER in instalments as follows:

(a) 1^st^ Instalment:

The sum of United States Dollars Six Million Seven Hundred and Eighty Thousand (US$ 6,780,000.00), representing fifteen percent (15%) of the Contract Price, shall become due and payable and be paid by the BUYER within ten (10) Banking Days after its receipt of the Refund Guarantee as described in Paragraph 7 of this Article.

(b) 2^nd^ Instalment:

The sum of United States Dollars Four Million Five Hundred and Twenty Thousand (US$ 4,520,000.00), representing ten percent (10%) of the Contract Price, shall become due and payable and be paid by the BUYER within three (3) Banking Days after (i) the cutting of the first steel plate of the VESSEL, and (ii) receipt by the BUYER of the scanned copy of the SELLER’s proforma invoice for payment of this instalment and of the Classification Society’s statement/certification, stating the cutting of the first steel plate has taken place, whichever occurs later. The SELLER shall notify with a telefax notice or an email notice to the BUYER stating that the first steel plate has been cut and demand for payment of this instalment.

10 / 71

Hull No. 25110062

The sum of United States Dollars Four Million Five Hundred and Twenty Thousand (US$ 4,520,000.00), representing ten percent (10%) of the Contract Price, shall become due and payable and be paid by the BUYER within three (3) Banking Days after (i) keel‑laying of the first section of the VESSEL, and (ii) receipt by the BUYER of the scanned copy of the SELLER’s proforma invoice for payment of this instalment and of the Classification Society’s statement/certification, stating the keel laying of the first section of the VESSEL has taken place, whichever occurs later. The SELLER shall notify with a telefax notice or an email notice to the BUYER stating that the said keel‑laying has been carried out and demand for payment of this instalment.

(d) 4^th^ Instalment:

The sum of United States Dollars Four Million Five Hundred and Twenty Thousand (US$ 4,520,000.00), representing ten percent (10%) of the Contract Price, shall become due and payable and be paid by the BUYER within three (3) Banking Days after (i) launching of the VESSEL, and (ii) receipt by the BUYER of the scanned copy of the SELLER’s proforma invoice for payment of this instalment and of the Classification Society’s statement/certification, stating the launching of the VESSEL has taken place, whichever occurs later. The SELLER shall notify with a telefax notice or an email notice to the BUYER stating that the launching of the VESSEL has been carried out and demand for payment of this instalment.

(e) 5^th^ Instalment:

The sum of United States Dollars Twenty Four Million Eight Hundred and Sixty Thousand (US$ 24,860,000.00), representing fifty five percent (55%) of the Contract Price, plus any increase or minus any decrease due to modifications and/or adjustments of the Contract Price in accordance with the provisions of relevant Articles hereof, shall become due and payable and be paid by the BUYER to the SELLER concurrently with delivery of the VESSEL. The SELLER shall send to the BUYER a telefax or an email demand for this instalment ten (10) days prior to the scheduled date of delivery of the VESSEL.

No payment under this CONTRACT shall be delayed or withheld by the BUYER on account of any dispute or disagreement of whatever nature arising between the Parties hereto.

METHOD OF PAYMENT

(a) 1^st^ Instalment:

The BUYER shall remit the amount of this instalment in accordance with Article II, Paragraph 3(a) by telegraphic transfer to China Construction Bank Corporation, Guangdong Free Trade Zone Branch (with SWIFT Code: PCBCCNBJGDX) as the receiving bank nominated by the SELLER, for credit to the BUILDER’s account no. 44050139210200000641 with beneficiary: Guangzhou Shipyard International Company Limited, or through other receiving bank to be nominated by the SELLER from time to time and such nomination shall be notified to the BUYER at least ten (10) days prior to the due date for payment.

11 / 71

Hull No. 25110062

(b) 2^nd^ Instalment:

The BUYER shall remit the amount of this instalment in accordance with Article II, Paragraph 3(b) by telegraphic transfer to China Construction Bank Corporation, Guangdong Free Trade Zone Branch (with SWIFT Code: PCBCCNBJGDX) as the receiving bank nominated by the SELLER, for credit to the BUILDER’s account no. 44050139210200000641 with beneficiary: Guangzhou Shipyard International Company Limited, or through other receiving bank to be nominated by the SELLER from time to time and such nomination shall be notified to the BUYER at least ten (10) days prior to the due date for payment.

The BUYER shall remit the amount of this instalment in accordance with Article II, Paragraph 3(c) by telegraphic transfer to China Construction Bank Corporation, Guangdong Free Trade Zone Branch (with SWIFT Code: PCBCCNBJGDX) as the receiving bank nominated by the SELLER, for credit to the BUILDER’s account no. 44050139210200000641 with beneficiary: Guangzhou Shipyard International Company Limited, or through other receiving bank to be nominated by the SELLER from time to time and such nomination shall be notified to the BUYER at least ten (10) days prior to the due date for payment.

(d) 4^th^ Instalment:

The BUYER shall remit the amount of this instalment in accordance with Article II, Paragraph 3(d) by telegraphic transfer to China Construction Bank Corporation, Guangdong Free Trade Zone Branch (with SWIFT Code: PCBCCNBJGDX) as the receiving bank nominated by the SELLER, for credit to the BUILDER’s account no. 44050139210200000641 with beneficiary: Guangzhou Shipyard International Company Limited, or through other receiving bank to be nominated by the SELLER from time to time and such nomination shall be notified to the BUYER at least ten (10) days prior to the due date for payment.

12 / 71

Hull No. 25110062

(e) 5^th^ Instalment:

The BUYER shall, at least Three (3) Banking Days prior to the scheduled date of delivery of the VESSEL, make an irrevocable cash deposit in the name of the BUYER with China Construction Bank Corporation, Guangdong Free Trade Zone Branch or other bank to be nominated by the SELLER with at least ten (10) days’ notice prior to the scheduled date of delivery of the VESSEL, for a period of thirty (30) days and covering the amount of this instalment (as adjusted in accordance with the provisions of this CONTRACT), with an irrevocable instruction that the said amount shall be released to the SELLER against presentation by the SELLER to the said China Construction Bank Corporation, Guangdong Free Trade Zone Branch of a copy of the Protocol of Delivery and Acceptance signed by the BUYER’s authorized representative and the SELLER. Interest, if any, accrued from such deposit, shall be for the benefit of the BUYER.

If the delivery of the VESSEL is not effected on or before the expiry of the aforesaid thirty (30) days deposit period, the BUYER shall have the right to withdraw the said deposit plus accrued interest upon the expiry date. However, when the newly scheduled delivery date is notified to the BUYER by the SELLER, the BUYER shall make the cash deposit in accordance with the same terms and conditions as set out above.

Expenses and bank charges for remitting payment incurred by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges of the SELLER’s bank shall be for the SELLER’s account.

PREPAYMENT

The BUYER shall have the right to make prepayment of any and all instalments before delivery of the VESSEL, by giving to the SELLER at least thirty (30) days prior written notice, without any price adjustment of the VESSEL for such prepayment.

SECURITY FOR PAYMENT OF INSTALMENTS BEFORE DELIVERY

The BUYER shall, within five (5) Banking Days after signing of this CONTRACT, deliver to the SELLER an irrevocable and unconditional Letter of Guarantee (the “Corporate Guarantee”) in the form annexed hereto as Exhibit “B” in favour of the SELLER issued by CENTRAL SHIPPING INC. with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (hereinafter called the “Corporate Guarantor”). The Corporate Guarantee shall secure the BUYER’s obligation for the payment of all the 1^st^, 2^nd^, 3^rd^ and 4^th^ instalments of the Contract Price.

REFUNDS

(a)

All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER.

13 / 71

Hull No. 25110062

(b)

The BUYER’s obligation for payment of the 1^st^, 2^nd^, 3^rd^ and 4^th^ instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1^st^, 2^nd^, 3^rd^ and 4^th^ Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1^st^ Instalment from the BUYER.

If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT.

(c)

However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders.

(d)

Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

---

14 / 71

Hull No. 25110062

ARTICLE III ADJUSTMENT OF THE CONTRACT PRICE

The Contract Price of the VESSEL shall be subject to adjustments as hereinafter set forth. It is hereby understood by both Parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty.

DELIVERY

(a)	No adjustment shall be made, and the Contract Price shall remain unchanged for thirty (30) days of delay in delivery of the VESSEL beyond the Delivery Date as defined in Article VII hereof ending as of twelve o’clock midnight of the<br> thirtieth (30^th^) day of delay.
(b)	If the delivery of the VESSEL is delayed more than thirty (30) days after the date as defined in Article VII hereof, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30^th^) day after the date on which delivery is required under this CONTRACT, the Contract Price of the VESSEL shall be reduced as follows:
---	---
From 31^st^ – 90^th^ day:	US$ 8,000.00
---	---
From 91^st^ – 150^th^ day:	US$ 10,000.00
From 151^st^ – 210^th^ day:	US$ 12,500.00

Unless the Parties hereto agree otherwise, the total reduction in the Contract Price shall be deducted from the 5^th^ Instalment of the Contract Price and in any event (including the event that the BUYER consents to take the VESSEL at the later delivery date after the expiration of two hundred and ten (210) days of delay in delivery as described in Paragraph 1(c) of this Article or after the expiration of three hundred and sixty (360) days of delay in delivery as described in Paragraph 3 of Article VIII) shall not be more than the sum of United States Dollars One Million Eight Hundred and Thirty Thousand (US$ 1,830,000.00) being the maximum, as above one hundred and eighty (180) days of delay in delivery from the thirty first (31^st^) day after the Delivery Date at the above specified rate of reduction.

Other than the liquidated damages permitted under this Paragraph 1(b) of this Article and in any event subject to the limitation of the aforesaid maximum amount, claims of the BUYER on account of the delay in delivery of the VESSEL arising out of any nature whatsoever or caused by whatever reason shall be and are hereby expressly and irrevocably waived and given up by the BUYER whether under this CONTRACT or under the laws of England.

(c)	Subject to Article VIII. 3 and 4 of this CONTRACT, if the delay in the delivery of the VESSEL continues for a period of two hundred and ten (210) days after the Delivery Date as defined in Article VII, then in such event, the BUYER may,<br> at its option, cancel or rescind this CONTRACT in accordance with the provisions of Article X of this CONTRACT.

15 / 71

Hull No. 25110062

(d)

For the purpose of this Article, the delivery of the VESSEL shall not be deemed delayed and the Contract Price shall not be reduced when and if the Delivery Date of the VESSEL is extended by reason of causes and provisions of Articles V, VI, XI, XII, XIII hereof and other applicable clauses hereof and/or extensions being permitted under the laws of England. The Contract Price shall not be adjusted or reduced if the delivery of the VESSEL is delayed by reason of the Permissible Delays as defined in Article VIII hereof.

INSUFFICIENT SPEED

(a)	The Contract Price of the VESSEL shall not be affected nor changed by reason of the insufficient speed being not more than three tenths (3/10) of one knot between the actual speed (as determined by the Trial Run after correction<br> according to the Specifications) and the Guaranteed Speed as specified in Paragraph 4 of Article I of this CONTRACT.
(b)	However, commencing with and including a deficiency of three tenths (3/10) of one knot in actual speed (as determined by the Trial Run after correction according to the Specifications) below the Guaranteed Speed, the Contract Price shall<br> be reduced as follows:
---	---

In case of deficiency,

above 0.3 but below 0.4 knot	US$ 35,000
at or above 0.4 but below 0.5 knot	US$75,000
at or above 0.5 but below 0.6 knot	US$125,000
at or above 0.6 but below 0.7 knot	US$185,000
(c)	If the deficiency in actual speed (as determined by the Trial Run after correction according to the Specifications) of the VESSEL upon the Trial Run and/or re-Trial Run(s), is more than 0.7 knot below the Guaranteed Speed, then the BUYER<br> may, subject to Article VI of this CONTRACT, at its option reject the VESSEL and cancel or rescind this CONTRACT in accordance with provisions of Article X of this CONTRACT, or may accept the VESSEL at a reduction in the Contract Price as<br> above provided, by United States Dollars Three Hundred Thousand (US$ 300,000.00) being the maximum.
---	---

EXCESSIVE FUEL CONSUMPTION

(a)	The Contract Price of the VESSEL shall not be affected nor changed if the actual fuel consumption of the Main Engine, as determined by shop trial in manufacturer’s works, as per the Specifications, is greater than the Guaranteed Fuel<br> Consumption as specified in Paragraph 5 of Article I of this CONTRACT if such actual excess is equal to or less than six percent (6%).

16 / 71

Hull No. 25110062

(b)	However, if the actual fuel consumption as determined by shop trial is greater than six percent (6%) above the Guaranteed Fuel Consumption, then the Contract Price shall be reduced by the sum of United States Dollars Twenty Thousand<br> (US$ 20,000) for each full one percent (1%) increase in fuel consumption in excess of the above said six percent (6%) (fractions of one percent to be prorated).
(c)	If as determined by shop trial such actual fuel consumption of the Main Engine is more than eight percent (8%) in excess of the Guaranteed Fuel Consumption, the BUYER may, subject to the SELLER’s right to effect alterations or<br> corrections as specified in the following Paragraph 3(d) of this Article III hereof at its option, cancel or rescind this CONTRACT, in accordance with the provisions of Article X of this CONTRACT, or may accept the VESSEL at a reduction in<br> the Contract Price by United States Dollars Three Hundred Thousand (US$ 300,000.00) being the maximum.
---	---
(d)	If as determined by shop trial such actual fuel consumption of the Main Engine is more than eight percent (8%) in excess of the Guaranteed Fuel Consumption, the SELLER may investigate the cause of the non-conformity and the proper steps<br> may promptly be taken to remedy the same and to make whatever corrections and alterations and/or re-shop trial test or tests as may be necessary to correct such non-conformity without extra cost to the BUYER. Upon completion of such<br> alterations or corrections of such nonconformity, the SELLER shall promptly perform such further shop trials or any other tests, as may be deemed necessary to prove the fuel consumption of the Main Engine’s conformity with the requirement<br> of this CONTRACT and the Specifications and if found to be satisfactory, give the BUYER notice of such correction and as appropriate, successful completion accompanied by copies of such results, and the BUYER shall, within six (6) Business<br> Days after receipt of such notice, notify the SELLER by telefax or email of its acceptance or reject the re-shop trial together with the reasons therefor. If the BUYER fails to notify the SELLER by telefax or email of its acceptance or<br> rejection of the re-shop trial together with the reasons therefor within six (6) Business Days period as provided herein, the BUYER shall be deemed to have accepted the shop trial.
---	---

DEADWEIGHT

(a)	In the event that there is a deficiency in the actual deadweight of the VESSEL determined as provided in the Specifications, the Contract Price shall not be decreased if such deficiency is one (1) metric tons or less below the Guaranteed<br> Deadweight as specified in Paragraph 6 of Article I of this CONTRACT.

17 / 71

Hull No. 25110062

(b)

However, the Contract Price shall be decreased by the sum of United States Dollars Five Hundred (US$ 500) for each full metric ton of such deficiency being more than one (1) metric tons.

(c)

In the event that there should be a deficiency in the VESSEL’s actual deadweight which exceeds ten (10) metric tons below the Guaranteed Deadweight, the BUYER may, subject to Article VI of this CONTRACT, at its option, reject the VESSEL and cancel or rescind this CONTRACT in accordance with the provisions of Article X of this CONTRACT, or may accept the VESSEL with reduction in the Contract Price in the maximum amount of United States Dollars Three Hundred Thousand (US$ 300,000.00).

---

EFFECT OF RESCISSION OR CANCELLATION

It is expressly understood and agreed by the Parties hereto that in any case as stated herein, if the BUYER cancels or rescinds this CONTRACT pursuant to any provision under this Article, the BUYER, save its rights and remedy set out in Article X hereof, shall not be entitled to any liquidated damage or compensation whether described above or otherwise, or otherwise available under any applicable laws (including the laws of England). Any other rights or remedies whether under this CONTRACT or under any applicable laws are hereby expressly waived and given up by the BUYER.

The above liquidated damages shall be the BUYER’s sole and exclusive remedy for any excessive delay in the delivery of the VESSEL and any deficiency/insufficiency/excess in the guaranteed technical performance parameters as set out in this Article and shall be in lieu of all damages, which the BUYER may suffer by reason of such delay and deficiency/insufficiency/excess as set out in this Article. Save as expressly provided in this Article III hereinabove, it being further understood and agreed that the SELLER shall not be responsible or liable to the BUYER or any third party for any other damages, losses, expenses of any nature whatsoever (including but not limited to loss of use of the VESSEL, loss of charter costs, loss of time, loss of production, loss of profit or earnings, financing costs, loss of other contracts, etc.), occasioned by and/or in connection with such delay and deficiency/insufficiency/excess as set out in this Article.

18 / 71

Hull No. 25110062

ARTICLE IV SUPERVISION AND INSPECTION

APPOINTMENT OF THE BUYER’S SUPERVISOR

The BUYER shall send in good time to and maintain at the BUILDER’s Shipyard, at the BUYER’s own cost, expense and risk, one or more representative(s) who shall be duly accredited in writing by the BUYER (such representative(s) being hereinafter collectively and individually called the “Supervisor”) to supervise and survey the construction by the BUILDER of the VESSEL, her engines and accessories. The SELLER hereby agrees to assist to arrange the invitation letter(s) for the Supervisor to apply visa to enter China provided that the Supervisor meets with the rules, regulations and laws of the People’s Republic of China. The BUYER undertakes to give the SELLER adequate notice for the application of visa.

The Supervisor shall observe the safety and secrecy rules prevailing at the BUILDER's and the subcontractors' premises.

APPROVAL OF PLANS AND DRAWINGS

The Parties hereto shall, within sixty (60) days after signing of this CONTRACT, mutually agree a list of all the plans and drawings, which are to be sent to the BUYER (hereinbelow called the “LIST”). Before arrival of the Supervisor at the BUILDER’s Shipyard, the plans and drawings specified in the LIST shall be sent to the BUYER, and the BUYER shall, within twelve (12) Business Days after receipt thereof, return such plans and drawings submitted by the SELLER with comments, if any. Notwithstanding the above, the BUYER shall nevertheless waive its right to comment on the plans and drawings if such plans and drawings have been previously applied to build other vessels with the same specification as that of the VESSEL. Drawing approval does not relieve the SELLER of its obligations to comply with the CONTRACT and Specifications.

Fifteen (15) days before the arrival of the Supervisor at the BUILDER’s Shipyard, the BUYER shall notify the BUILDER in writing, stating the authority which the said Supervisor shall have, with regard to the Supervisor can, on behalf of the BUYER, give comments, as the case may be, which of the plans and drawings, nevertheless in line with the Supervisor’s authority.

Unless notification is given to the BUILDER by the Supervisor or the BUYER of the comments to any plans and drawings within the above designated period of time for each case, the said plans and drawings shall be regarded as approved by the BUYER and shall be implemented for construction by the BUILDER.

The BUILDER will provide a set of drawings approved by the Classification Society to the BUYER for reference during the construction of the VESSEL.

19 / 71

Hull No. 25110062

SUPERVISION AND INSPECTION BY THE SUPERVISOR

The necessary inspection of the VESSEL, its machinery, equipment and outfittings shall be carried out by the Classification Society, and/or inspection team of the BUILDER throughout the entire period of construction in order to ensure that the construction of the VESSEL is duly performed in accordance with the CONTRACT and the Specifications.

The Supervisor shall have, at all times during the construction of the VESSEL, the right to attend tests according to the mutually agreed test list and inspect the VESSEL, her engines, accessories and materials at the BUILDER’s Shipyard, its subcontractors or any other place where work is done or materials are stored in connection with the VESSEL. The SELLER shall give the prior notice to the Supervisor of the date and place of such tests and inspections in accordance with the stipulation under the Specifications.

In the event that the Supervisor discovers any construction or material or workmanship which does not or will not conform to the requirements of this CONTRACT and the Specifications, the Supervisor shall forthwith give the BUILDER a notice in writing as to such nonconformity, upon receipt of which the BUILDER shall correct such nonconformity if the BUILDER agrees with the BUYER. In any circumstances, the BUILDER shall be entitled to proceed with the construction of the VESSEL even if there exists a discrepancy in the opinion between the BUYER and the SELLER, without however prejudice to the BUYER’s right for submitting the issue for determination by the Classification Society or arbitration in accordance with the provisions hereof. However, the BUYER undertakes and assures the SELLER that the Supervisor shall carry out his inspections in accordance with the agreed test list, the SELLER’s working schedule and usual shipbuilding practice and shall not cause any increase in building costs and delays in the construction of the VESSEL. Once an inspection and/or a test has been witnessed and approved by the Supervisor, the same inspection and test should not have to be repeated, provided it has been carried out in compliance with the requirements of the Classification Society and the Specifications.

The BUILDER agrees to furnish free of charge the Supervisor with adequately sized and furnished, heated and air-conditioned office space, and other reasonable facilities according to the BUILDER’s practice at, or in the immediate vicinity of the BUILDER’s Shipyard. But the fees whether for Chinese domestic or the international communication or any communication outside the BUILDER’s Shipyard, like telephone, telefax and internet, etc. shall be borne by the BUYER. At all times, during the construction of the VESSEL until delivery thereof, the Supervisor shall be given free and ready access to the VESSEL, her engines and accessories, and to any other place where the work is being done, or the materials are being processed or stored, in connection with the construction of the VESSEL, including the yards, workshops, stores of the BUILDER, and the premises of subcontractors of the BUILDER, who are doing work, or storing materials in connection with the VESSEL’s construction. The expenses of the transportation and accommodation for the said access to the SELLER’s subcontractors, if the straight-line distance from Nansha District of Guangzhou City to the SELLER’s subcontractors is less than 150 km, shall be for the BUYER’s account, otherwise for the SELLER’s account (i.e. more than 150 km). The transportation in any nature whatsoever shall be provided to the Supervisor by the BUYER.

20 / 71

Hull No. 25110062

The BUYER undertakes to maintain sufficient number of the Supervisor at the BUILDER’s Shipyard throughout the period of construction of the VESSEL so as to meet the BUILDER’s requirements for inspection, survey and attending tests and/or trials. The BUYER agrees and undertakes that it will cause the Supervisor to perform inspections, survey and attending tests and/or trials in all circumstances, regardless whether such required inspection, survey and attending tests and/or trials will occur during the daytime or in the evening, during the weekend (Saturday and Sunday) or any public holiday.

Should the Supervisor fail to conduct any inspection or attend any test (after notice by the BUILDER of the same) due to any reason whatsoever, the BUILDER shall be entitled to carry out the construction and/or test without inspection and/or attendance of the Supervisor and such work so carried out shall be treated as approved by the Supervisor, provided that such work meets the requirements of the Classification Society (i.e. with regard to the class-related test(s) and/or trial(s) and/or inspection(s)) or the requirements of the maker (i.e. with regard to the non-class-related but maker-related test(s) and/or trial(s) and/or inspection(s)) or the requirements of the SELLER (i.e., with regard to the non-class-related and non-maker-related test(s) and/or trial(s) and/or inspection(s)).

The decision, approval or advice of the Supervisor shall be deemed to have been given by the BUYER and once given shall not be withdrawn, revoked or modified except with consent of the BUILDER. However, if the Supervisor fails to submit to the BUILDER without delay any such demand concerning alterations with respect to the building, arrangement or outfit of the VESSEL, her engines or accessories, or any other items or matters in connection herewith, which the Supervisor has examined or inspected or attended at the tests thereof under this CONTRACT or the Specifications, the Supervisor shall be deemed to have approved the same and shall be precluded from making any demand for alterations or other complaints with respect thereto at a later date.

Without influence of the BUILDER’s construction schedule, the BUYER is allowed to take photographs of all major events, under the BUILDER’s guidance, in relation to the construction of the VESSEL, provided that such photographs shall capture the VESSEL and components thereof only. The BUYER shall also be entitled to take photographs or videos of such events at the BUYER's expense under the strict guidance of the BUILDER's personnel and in a manner that does not interrupt the SELLER's construction work, provided always that such photographs or videos of the event taken by the BUYER shall be pre-approved by the BUILDER case by case each time. Any delay or disruption to the BUILDER's work shall be deemed to be an automatic extension of the Delivery Date under Article VII.1 of this CONTRACT.

21 / 71

Hull No. 25110062

The SELLER shall also assist the BUYER in obtaining (i) accommodation, in the vicinity of its shipyard, for each Supervisor, and (ii) all necessary residence permits and visas for each of the non-Chinese nationals Supervisors, as required throughout the construction of the VESSEL, provided that the nationalities and other personal particulars of such Supervisor are acceptable to the SELLER in accordance with the relevant rules, regulations and/or laws of China then prevailing. Any expense incurred by the BUILDER shall be reimbursed by the BUYER to the SELLER within thirty (30) days of the BUYER’s receipt of the SELLER's invoice. The SELLER shall be entitled to charge the BUYER an administrative cost of ten percent (10%) of such costs to be reimbursed.

LIABILITY OF THE SELLER

The Supervisor engaged by the BUYER under this CONTRACT shall at all times be deemed to be in the employ of the BUYER. The SELLER shall be under no liability whatsoever to the BUYER, or to the Supervisor or the BUYER’s employees or agents for personal injuries, including death, during the time when they, or any of them, are on the VESSEL, or within the premises of either the SELLER or its subcontractors, or are otherwise engaged in and about the construction of the VESSEL, unless, however, such personal injuries, including death, were caused by gross negligence of the SELLER, or of any of the SELLER’s employees or agents or subcontractors of the SELLER. Nor shall the SELLER be under any liability whatsoever to the BUYER for damage to, or loss or destruction of property in China of the BUYER or of the Supervisor, or of the BUYER’s employees or agents, unless such damage, loss or destruction was caused by gross negligence of the SELLER, or of any of the employees, or agents or subcontractors of the SELLER.

SALARIES AND EXPENSES

All salaries and expenses of the Supervisor, or any other employees employed by the BUYER under this Article, shall be for the BUYER’s account.

REPLACEMENT OF SUPERVISOR

The SELLER has the right to request the BUYER in writing to replace any of the Supervisor who is deemed unprofessional and unsatisfactory for the proper progress of the VESSEL’s construction together with reasons. The BUYER shall investigate the situation by sending its representative to the BUILDER’s Shipyard, if necessary, and if the BUYER considers that such SELLER’s request is justified, the BUYER shall effect the replacement as soon as conveniently arrangeable.

22 / 71

Hull No. 25110062

ARTICLE V MODIFICATION, CHANGES AND EXTRAS

HOW EFFECTED

The Specifications and plans in accordance with which the VESSEL is constructed, may be modified and/or changed at any time hereafter by written agreement of the Parties hereto, provided that such modifications and/or changes or an accumulation thereof will not, in the BUILDER’s sole judgment, adversely affect the BUILDER’s other commitments and provided further that the BUYER shall assent to adjustment of the Contract Price, time of delivery of the VESSEL and other terms of this CONTRACT, if any, as hereinafter provided. Subject to the above, the SELLER hereby agrees to exert its best efforts to accommodate such reasonable requests by the BUYER so that the said changes and/or modifications may be made at a reasonable cost and within the shortest period of time which is reasonable and possible. Any such agreement for modifications and/or changes shall include an agreement as to the increase or decrease, if any, in the Contract Price of the VESSEL together with an agreement as to any extension or reduction in the time of delivery, providing to the SELLER additional securities satisfactory to the SELLER, or any other alterations in this CONTRACT, or the Specifications occasioned by such modifications and/or changes. The aforementioned agreement to modify and/or to change the Specifications and/or plans may be effected by an exchange of duly authenticated letters, or telefax, or email, manifesting such agreement. The letters and/or telefaxes and/or emails exchanged by the Parties hereto pursuant to the foregoing shall constitute an amendment of the Specifications under which the VESSEL shall be built, and such letters, telefaxes and emails shall be deemed to be incorporated into this CONTRACT and the Specifications by reference and made a part hereof. Upon consummation of the agreement to modify and/or to change the Specifications, the SELLER shall alter the construction of the VESSEL in accordance therewith, including any additions to, or deductions from, the work to be performed in connection with such construction. If, due to whatever reasons, the Parties hereto shall fail to agree on the adjustment of the Contract Price or extension of time of delivery or providing additional security to the SELLER or modification of any terms of this CONTRACT which are necessitated by such modifications and/or changes, then the SELLER shall have no obligation to comply with the BUYER’s request for any modification and/or changes.

CHANGES IN RULES AND REGULATIONS, ETC.

(1)

If, after the date of signing of this CONTRACT, any requirements as to the rules and regulations as specified in this CONTRACT and the Specifications to which the construction of the VESSEL is required to conform, are altered or changed by the Classification Society or the other regulatory bodies authorized to make such alterations or changes, the SELLER and/or the BUYER, upon receipt of the notice thereof, shall transmit such information in full to each other in writing, whereupon within twenty one (21) days after receipt of the said notice by the BUYER from the SELLER or vice versa, the BUYER shall instruct the SELLER in writing as to the alterations or changes. The SELLER shall promptly comply with such alterations or changes, if any in the construction of the VESSEL, provided that the BUYER shall first agree:

23 / 71

Hull No. 25110062

(a)	As to any increase or decrease in the Contract Price of the VESSEL that is occasioned by the cost for such compliance; and/or
(b)	As to any extension in the time for delivery of the VESSEL that is necessary due to such compliance; and/or
---	---
(c)	As to any increase or decrease in the guaranteed deadweight, fuel consumption and speed of the VESSEL, if such compliance results in increased or reduced deadweight, fuel consumption and speed; and/or
---	---
(d)	As to any other alterations in the terms of this CONTRACT or of the Specifications or both, if such compliance makes such alterations of the terms necessary; and/or
---	---
(e)	If the price is to be increased, then, as to providing to the SELLER additional securities satisfactory to the SELLER.
---	---

Agreement as to such alterations or changes under this Paragraph shall be made in the same manner as provided above for modifications and/or changes of the Specifications and/or plans. The SELLER will make its best efforts to mitigate the cost for such alterations or changes and the delay delivery of the VESSEL.

(2)

If the alterations or changes are not compulsorily required by the Classification Society or the other regulatory bodies, and further if, due to whatever reasons, the Parties fail to agree on the adjustment of the Contract Price or extension of the time for delivery or the adjustment of the guaranteed speed, fuel consumption and deadweight or providing additional security to the SELLER or any alternation of the terms of this CONTRACT, if any, then the SELLER shall be entitled to proceed with the construction of the VESSEL in accordance with, and the BUYER shall continue to be bound by, the terms of this CONTRACT and the Specifications without making any such alterations or changes.

24 / 71

Hull No. 25110062

(3)

If however the alterations or changes are compulsorily required by the Classification Society or the other regulatory bodies, then, notwithstanding any dispute between the BUYER and the SELLER relating to the adjustment of the Contract Price or extension of the time for delivery or the adjustment of the guaranteed speed, fuel consumption and deadweight or providing additional security to the SELLER or any alternation of the terms of this CONTRACT, if any, the SELLER shall promptly comply with such alterations or changes first. The BUYER shall, in any event, bear the costs and expenses for such alterations or changes and the SELLER shall in any such event be entitled to the extension of the Delivery Date and increase of the Contract Price and other alterations to the terms of this CONTRACT. In the absence of mutual agreement, dispute on any such issue shall be determined by arbitration in accordance with Article XIII of this CONTRACT.

SUBSTITUTION OF MATERIALS AND/OR EQUIPMENT

In the event that any of the machinery, materials, equipments, services and/or parts required by this CONTRACT and the Specifications for the construction of the VESSEL cannot be procured or supplied in time, or there are mistake(s) under the Specifications, or there lacks mature technique, or there is no such machinery, material, equipment, service and/or parts available/applicable in the market which complies with the requirements hereunder, or it does not meet with international or industrial practice, or there occurs any event or contingency under Article VIII.1 of this CONTRACT (without prejudice to the SELLER’s right for the extension of the Delivery date thereunder), which might affect or has affected the scheduled construction and/or delivery of the VESSEL, the SELLER is entitled to select and use alternative machinery and/or materials and/or equipments and/or services and/or parts of the equivalent quality, capable of meeting the applicable and mandatory rules and regulations with which the construction of the VESSEL must comply, Seller will provide notice and proof of equivalent quality to the BUYER .

BUYER SUPPLIED ITEMS

The BUYER shall, at its own risk, cost and expense, supply and deliver to the BUILDER at the BUILDER’s Shipyard the items as specified in the Specifications which the BUYER shall supply on the BUYER’s account (the “BUYER Supplied Items”) by the time designated by the SELLER.

Should the BUYER fail to deliver to the BUILDER such BUYER Supplied Items together with relevant documents, drawings and other information within the time specified, the delivery of the VESSEL shall automatically be extended for a period of such delay. In such event, the BUYER shall pay to the SELLER all losses and damages sustained by the SELLER due to such delay in the delivery of the BUYER Supplied Items and such payment shall be made upon delivery of the VESSEL.

Furthermore, if the delay in delivery of the BUYER Supplied Items should exceed fifteen (15) days, the SELLER shall be entitled to proceed with construction of the VESSEL without installation of such items in or onto the VESSEL, without prejudice to the SELLER’s right hereinabove provided, and the BUYER shall accept the VESSEL so completed.

25 / 71

Hull No. 25110062

The BUILDER shall be responsible for storing and handling of the BUYER Supplied Items as specified in the Specifications after delivery to the BUILDER and shall install them on board the VESSEL at the BUILDER’s expenses.

The BUYER, if so requested by the BUILDER, shall without any charge to the BUILDER, cause the representatives of the manufactures of the BUYER Supplied Items to, within the time requested by the BUILDER, assist the BUILDER in installation thereof in or on the VESSEL and/or to carry out installation thereof by themselves or to make necessary adjustments thereof at the BUILDER’s Shipyard.

Upon arrival of such shipment of the BUYER Supplied Items, both Parties shall undertake a joint unpacking inspection. If any damages are found to be not suitable for installation, the BUILDER shall be entitled to refuse to take the BUYER Supplied Items into its custody. During storage at the BUILDER’s Shipyard such BUYER Supplied Items shall be clearly marked and identified for installation on board the VESSEL.

The SELLER shall not be responsible for the quality, performance or efficiency of the BUYER Supplied Items and is under no obligation with respect to the guarantee of such BUYER Supplied Items against any defects caused by defective quality, performance or efficiency thereof.

In the event of rescission or cancellation of the CONTRACT by the BUYER in accordance with this CONTRACT, the SELLER shall return all the BUYER Supplied Items it has received. In the event that any such return is impossible or impractical judged by the SELLER, the SELLER shall compensate the BUYER for actual purchase price (as at the date the BUYER purchased such items together with the purchase invoice, excluding transportation, insurance and all other costs or expenses) the BUYER paid for any such BUYER Supplied Items which cannot be returned.

ISSUES ATTRIBUTABLE TO BUYER DESIGNATED PARTY

In case the SELLER enters into design contract(s) and/or equipment purchase contract(s) (or equivalent) with designer and/or supplier at the request of the BUYER or as designated by the BUYER, any event of delay or failure in producing, procuring and supplying plans, drawings, certificates, documentation, equipments and/or services and/or any event of defects, deficiencies, performance, quantity and/or quality problems and/or any event of dispute with a third party or third parties attributable to such designer and/or supplier and which has affected, is affecting or may affect the SELLER’s construction and/or delivery of the VESSEL (including, without limitation, the influence, risk and/or consequence upon the class, safety, operation, design, quality, sea trial, construction, delivery and other aspects and schedules of the VESSEL) (collectively “Issues Attributable To BUYER Designated Party”) shall be solely borne by the BUYER and not the SELLER, including that, (a) the Delivery Date under this CONTRACT shall be automatically extended and postponed for a period of continuance of any such Issues Attributable To BUYER Designated Party, (b) the extra costs and expenses incurred by the SELLER in relation to or arising from any such Issues Attributable To BUYER Designated Party shall be added to the final/delivery instalment of the Contract Price, and (c) should any such Issues Attributable To BUYER Designated Party continues for fifteen (15) days in aggregate, the SELLER has the right (but not the obligation) to choose to: either replace such designer and/or supplier at the BUYER’s time and costs, or proceed with the construction and delivery of the VESSEL and the BUYER shall be obliged to accept and take delivery of the VESSEL so delivered despite and notwithstanding that there still exist outstanding Issues Attributable To BUYER Designated Party at the time of delivery.

26 / 71

Hull No. 25110062

Subject to a sixty (60) days’ notice from the BUILDER to the BUYER prior to the specific date for supply of such BUYER designated equipment or supplies, in case (a) there is delay, supply and/or quality problem of any equipment or supplies due to reasons not attribute to the SELLER, and (b) the relevant supplier for the said equipment or supplies under the Maker’s List is requested or preferred by the BUYER, both Parties hereby agree and acknowledge to jointly and equally bear the influence, risk and consequence caused by such delay, supply and/or quality problem (including, without limitation, the influence, risk and/or consequence upon the class, safety, operation, design, quality, sea trial, construction, delivery and other aspects and schedules of the VESSEL). In such case, (a) the Delivery Date under this CONTRACT shall be automatically extended and postponed until the said delay, supply and/or quality problem has been duly resolved, and (b) Fifty percent (50%) of the extra costs and expenses incurred by the SELLER thereof shall be borne by the BUYER and added to the final/delivery instalment of the Contract Price, and (c) should any such delay, supply and/or quality problem remain unresolved for ten (10) days in aggregate, the SELLER has the right (but not the obligation) to choose to: either replace such supplier with another one under the Maker’s List with both Parties equally bearing the costs and expenses in relation to or arising from the replacement, or proceed with the construction and delivery of the VESSEL and the BUYER shall be obliged to accept and take delivery of the VESSEL so delivered despite and notwithstanding that there still exist outstanding delay, supply and/or quality problem and/or negative influence, risk and/or consequence at the time of delivery.

Under any of above events, the BUYER shall, at its own costs, actively and timely cooperate with and/or assist in the SELLER, the designer and/or supplier, for the purpose of duly resolving and/or eliminating the said issues, problems, influence, risk and/or consequence as soon as practically possible.

27 / 71

Hull No. 25110062

ARTICLE VI TRIALS

NOTICE

The BUYER shall receive from the SELLER at least twenty one (21) days approximate notice in advance and seven (7) days definite notice in advance by telefax or email of the time and place of the VESSEL’s sea trial as described in the Specifications (hereinafter called the “Trial Run”) and the BUYER shall promptly acknowledge receipt of such notice. The Supervisor and the BUYER’s representative(s) shall be entitled to be on board the VESSEL to witness such Trial Run, and to check upon the performance of the VESSEL during the same. Failure of the Supervisor to be present after receipt of due notice as provided above, shall be deemed as that the BUYER has waived its right to have its Supervisor on board the VESSEL during the Trial Run, and the BUILDER may conduct such Trial Run without the Supervisor being present. In such case, the BUYER shall be obliged to accept the VESSEL on the basis of a certificate jointly signed by the Classification Society and the BUILDER certifying that the VESSEL, after Trial Run subject to minor alterations and corrections as provided in this Article, if any, is found to conform to the CONTRACT and the Specifications. The SELLER hereby agrees to assist to arrange the invitation letter for the Supervisor to apply visa to enter China. However, should the nationalities and other personal particulars of the Supervisor be not acceptable to the SELLER in accordance with the relevant rules, regulations and/or laws of the People’s Republic of China then prevailing, then the BUYER shall effect replacement of all or any of them immediately. Otherwise the Delivery Date as stipulated in Article VII hereof shall be extended by the delays so caused by the BUYER. In the event of unfavorable weather on the date specified for the Trial Run, the same shall take place on the first available day thereafter that the weather conditions permit. The Parties hereto recognize that the weather conditions in Chinese waters in which the Trial Run is to take place are such that great changes in weather may arise momentarily and without warning and, therefore, it is agreed that if during the Trial Run of the VESSEL, the weather should suddenly become unfavorable, as would have precluded the continuance of the Trial Run, the Trial Run of the VESSEL shall be discontinued and postponed until the first favorable day next following, unless the BUYER shall assent by telefax or email of its acceptance of the VESSEL on the basis of the Trial Run made prior to such sudden change in weather conditions.

Inspections and/or tests of any part of the VESSEL, including its equipment has been witnessed during the Trial Run and proved to conform to the requirements of this CONTRACT and the Specifications shall not be repeated during the re-Trial Run(s).

28 / 71

Hull No. 25110062

Any delay to the Trial Run as a result of unfavorable weather or sea conditions shall operate to extend the Delivery Date by the period of delay, but such extension shall not be more than five (5) days. Such extension of the Delivery Date shall be regarded as mutually agreed change of the Delivery Date and shall be distinguished from the Permissible Delays and non-Permissible Delays stipulated in this CONTRACT which will entitle the BUYER to cancel and/or rescind this CONTRACT.

HOW CONDUCTED

(a)

All expenses in connection with Trial Run of the VESSEL are to be for the account of the BUILDER, who, during the Trial Run and when subjecting the VESSEL to Trial Run, are to provide, at its own expense, the necessary crew to comply with conditions of safe navigation. The Trial Run shall be conducted in the manner prescribed in the Specifications and shall prove fulfillment of the performance required for the Trial Run as set forth in the Specifications.

The course of Trial Run shall be determined by the BUILDER and shall be conducted within the trial basin equipped with speed measuring facilities.

(b)

The BUILDER shall provide the VESSEL with the required quantities of water, fuel oil and greases with exception of lubrication oil and hydraulic oil which shall be supplied by the BUYER for the conduct of the Trial Run or re-Trial Run(s) as prescribed in the Specifications. The fuel oil and greases supplied by the SELLER, and lubricating oil and hydraulic oil supplied by the BUYER shall be in accordance with the applicable engine specifications, and the cost of the quantities of water, fuel oil, lubricating oil, hydraulic oil and greases consumed during the Trial Run or re-Trial Run(s) shall be for the account of the BUILDER.

TRIAL LOAD DRAFT

In addition to the supplies provided by the BUYER in accordance with sub‑paragraph (b) of the preceding Paragraph 2 of this Article hereof, the BUILDER shall provide the VESSEL with the required quantity of fresh water and other stores necessary for the conduct of the Trial Run. The necessary ballast (fresh and sea water and such other ballast as may be required) to bring the VESSEL to the trial load draft as specified in the Specifications, shall be for the BUILDER’s account.

METHOD OF ACCEPTANCE OR REJECTION

(a)

Upon notification of the BUILDER of the completion of the Trial Run of the VESSEL, the BUYER or the Supervisor shall within ten (10) days thereafter, notify the BUILDER by telefax or email of its acceptance of the VESSEL or of its rejection of the VESSEL together with the reasons, and a list of items which the BUYER or the Supervisor contends do not meet the requirement of this CONTRACT and/or the Specifications.

29 / 71

Hull No. 25110062

(b)	However, should the result of the Trial Run indicate that the VESSEL or any part thereof including its equipment does not conform to the requirements of this CONTRACT and the Specifications, then the BUILDER shall investigate with the<br> Supervisor the cause of failure and the proper steps shall be taken to remedy the same and shall make whatever corrections and alterations and/or re‑Trial Run(s) as may be necessary, and upon notification by the BUILDER of completion of<br> such alterations or corrections and/or re‑Trial Run(s), the BUYER shall, within five (5) days thereafter, notify the SELLER by telefax or email of its acceptance or rejection of the VESSEL together with the reason therefor on the basis of<br> the alterations and corrections and/or re‑Trial Run(s) by the BUILDER. The notice requirements in Paragraph 1 of this Article shall not be applicable to such re-Trial Run(s). The SELLER shall be entitled, and the BUYER hereby consents with<br> the SELLER’s entitlement, to effect any such corrections or alterations or re‑Trial Run(s) immediately or at the time as considered appropriate or necessary by the SELLER.
(c)	In the event that the BUYER fails to notify the SELLER by telefax or email of its acceptance or rejection of the VESSEL together with the reason and a list of items which the BUYER contends do not meet the requirement of this CONTRACT<br> and/or the Specifications within six (6) days period or three (3) days as provided for in the above sub‑paragraphs (a) and (b), the BUYER shall be deemed to have accepted the VESSEL.
---	---
(d)	Any dispute arising among the Parties hereto as to the result of any Trial Run or further tests or trials, as the case may be, of the VESSEL shall be solved by reference to arbitration as provided in Article XIII hereof.
---	---
(e)	Subject to Article VI.6 below, nothing herein shall preclude the BUYER from accepting the VESSEL with its qualifications and/or remarks following the Trial Run and/or further tests or trials as aforesaid and the SELLER shall be obliged<br> to comply with and/or remove such qualifications and/or remarks (if such qualifications and/or remarks are acceptable to the SELLER in writing and attributable to the SELLER) as soon as possible.
---	---

DISPOSITION OF SURPLUS CONSUMABLE STORES

Should any amount of fuel oil, fresh water, or other unbroached consumable stores furnished by the BUILDER for the Trial Run or re-Trial Run(s) remain on board the VESSEL at the time of acceptance thereof by the BUYER, the BUYER agrees to buy the same from the SELLER at the original purchase price incurred by the BUILDER at the port of delivery thereof, and payment by the BUYER shall be effected as provided in Article II. 3(e) and 4(e) of this CONTRACT. In measuring the consumed quantity, lubricating oils, hydraulic oil and greases remaining in the main engine, other machinery and their pipes, stern tube and the like, shall be excluded and not deemed to be consumed.

30 / 71

Hull No. 25110062

The BUYER shall supply lubricating oil and hydraulic oil for the purpose of Trial Run or re-Trial Run(s) at its own expenses and the SELLER will reimburse for the amount of lubricating oil and hydraulic oil actually consumed for the said Trial Run or re-Trial Run(s) at the original purchase price incurred by the BUYER and payment by the SELLER shall be effected as provided in Article II. 3(e) and 4(e) of this CONTRACT.

EFFECT OF ACCEPTANCE

The BUYER’s acceptance of the VESSEL in accordance with the provisions set out above, shall be final and binding so far as conformity of the VESSEL to this CONTRACT and the Specifications is concerned, and shall preclude the BUYER from refusing formal delivery by the SELLER of the VESSEL, as hereinafter provided, if the SELLER complies with all other procedural requirements for delivery as hereinafter set forth.

If, at the time of delivery of the VESSEL, there are deficiencies in the VESSEL, such deficiencies should be resolved in such way that if the deficiencies are of minor importance, and do not in any way affect the safety or the operation of the VESSEL, its crew, passengers or cargo, the SELLER shall be nevertheless entitled to tender the VESSEL for delivery and the BUYER shall be nevertheless obliged to take delivery of the VESSEL, provided that:

(i)

the SELLER shall for its own account remedy the deficiency and fulfill the requirements as soon as possible, or

(ii)

if elimination of such deficiencies will affect timely delivery of the VESSEL, then the SELLER shall indemnify the BUYER for any direct cost charged by the repairer for remedying these minor non-conformities elsewhere from China as a consequence thereof, excluding, however, any other losses and/or damages (i.e. loss of charter cost, loss of time, loss of profit or earning, loss of hire or demurrage) in connection with the VESSEL.

---

31 / 71

Hull No. 25110062

ARTICLE VII DELIVERY

TIME AND PLACE

The VESSEL shall be delivered safely afloat by the SELLER to the BUYER at the BUILDER’s Shipyard on or before 31^st^ December 2029, provided that, in the event of delays in the construction of the VESSEL or any performance required under this CONTRACT due to causes which under the terms of the CONTRACT and/or the applicable law permit extension or postponement of the time for delivery, the aforementioned time for delivery of the VESSEL shall be extended accordingly.

The aforementioned date or such later date to which delivery is extended or postponed pursuant to the terms of this CONTRACT is herein called the “Delivery Date”.

The SELLER and the BUYER agree that the VESSEL shall not be delivered if the delivery of the VESSEL takes place after 15^th^ December but before next January, unless otherwise agreed in writing by the SELLER and the BUYER. However, if the VESSEL is completed and reaches the physical delivery condition after 15^th^ December but before next January, then the Parties shall sign a completion agreement to confirm that the VESSEL has reached the physical delivery condition but shall be delivered in the first week of next January. Any delay due to above reason shall be deemed as a request from the BUYER but not the non-permissible delay caused by the SELLER (if existing delay).

WHEN AND HOW EFFECTED

Provided that the BUYER and the SELLER shall each have fulfilled all of their respective obligations as stipulated in this CONTRACT, delivery of the VESSEL shall be effected forthwith by the concurrent delivery by each of the Parties hereto, one to the other, of the Protocol of Delivery and Acceptance, acknowledging delivery of the VESSEL by the SELLER and acceptance thereof by the BUYER. The Protocol of Delivery and Acceptance shall be prepared in triplicate and signed by each of the Parties hereto.

DOCUMENTS TO BE DELIVERED TO THE BUYER

Upon acceptance of the VESSEL by the BUYER, the SELLER shall deliver to the BUYER the following documents (subject to the provision contained in Article V. 2 hereof):

(a)	PROTOCOL OF TRIALS of the VESSEL made by the BUILDER pursuant to the Specifications;

32 / 71

Hull No. 25110062

(b)	PROTOCOL OF INVENTORY of the equipment of the VESSEL including spare part and the like, all as specified in the Specifications, made by the BUILDER;
(c)	PROTOCOL OF STORES OF CONSUMABLE NATURE made by the BUILDER referred to under Paragraph 5 of Article VI hereof;
---	---
(d)	FINISHED DRAWINGS AND PLANS pertaining to the VESSEL as stipulated in the Specifications, made by the BUILDER in hard copy and electronic format;
---	---
(e)	PROTOCOL OF DEADWEIGHT AND INCLINING EXPERIMENT, made by the BUILDER;
---	---
(f)	ALL equipment and test CERTIFICATES required to be furnished upon departure of the VESSEL pursuant to the Specifications in hard copy and electronic format;
---	---

ALL passwords and user access codes, if applicable.

All the certificates shall be delivered in one (1) original to the VESSEL and two (2) copies to the BUYER.

If the full term certificate or certificates are unable to be issued at the time of delivery by the Classification Society or any third party other than the BUILDER, then the provisional certificate or certificates as issued by the Classification Society or the third party other than the BUILDER with the full term certificates to be furnished by the BUILDER after delivery of the VESSEL and in any event before the expiry of the provisional certificates shall be acceptable to the BUYER.

(g)	DECLARATION OF WARRANTY issued by the SELLER that the VESSEL is delivered to the BUYER free and clear of any liens, charges, claims, mortgages, or other encumbrances upon the BUYER’s title thereto, and in particular, that the VESSEL is<br> absolutely free of all burdens in the nature of imposts, taxes or charges imposed by the province or country of the port of delivery, as well as of all liabilities of the SELLER to its subcontractors, employees and crews and/or all<br> liabilities arising from the operation of the VESSEL in Trial Run or re-Trial Run(s), or otherwise, prior to delivery;
(h)	COMMERCIAL INVOICE made by the SELLER;
---	---
(i)	BILL OF SALE made by the SELLER;
---	---
(j)	BUILDER’s Certificate made by the BUILDER.
---	---

33 / 71

Hull No. 25110062

TITLE AND RISK

Title to and risk of the VESSEL shall pass to the BUYER only upon delivery thereof. As stated above, it being expressly understood that, until such delivery is effected, title to the VESSEL and her equipment shall remain at all times with the SELLER and are at the entire risk of the SELLER.

REMOVAL OF THE VESSEL

The BUYER shall take possession of the VESSEL immediately upon delivery and acceptance thereof, and shall remove the VESSEL from the premises of the BUILDER within seven (7) days after delivery and acceptance thereof is effected. If the BUYER shall not remove the VESSEL from the premises of the BUILDER within the aforesaid seven (7) days, then, in such event, without prejudice to the SELLER’s right to require the BUYER to remove the VESSEL immediately at any time thereafter, the BUYER shall pay to the SELLER the reasonable mooring charge of the VESSEL.

TENDER OF THE VESSEL

If the BUYER fails to take delivery of the VESSEL after completion without justified reason, the SELLER shall have the right to tender the VESSEL for delivery.

SPARE PARTS

The SELLER shall furnish spare parts, tools and accessories for the VESSEL in accordance with the manufacturer’s normal standard delivery, or as otherwise provided in the Specifications. The cost of such spare parts, tools and accessories are included in the Contract Price. The same shall be properly protected by the SELLER according to the SELLER’s common practice, and stored in such a manner which permits easy access and control depending upon size and type. During any tests and trials of the VESSEL as further provided herein, the SELLER shall, if necessary, be entitled to use the VESSEL’s spare parts, tools and accessories but shall, prior to the Delivery Date, replace all such used spare parts.

34 / 71

Hull No. 25110062

ARTICLE VIII DELAYS & EXTENSION OF TIME FOR DELIVERY

CAUSES OF DELAY (FORCE MAJEURE)

If, at any time before actual delivery, either the construction or delivery of the VESSEL or any work or performance required hereunder as a prerequisite of construction and/or delivery of the VESSEL is delayed due to war, blockade, revolution, insurrection, mobilization, civil commotions, riots, strikes, sabotage, lockouts (on a city level), local temperature higher than 36 degree centigrade or lower than minus 10 degree centigrade, Acts of God, the public enemy, terrorism, plague and/or pandemic and/or epidemic (including the relevant quarantine, lockdown, control, border and/or restriction measures), prolonged failure or restriction of electric current from an outside source, embargoes, earthquakes, tidal waves, tsunami, typhoons, hurricanes, storms or any other extraordinary cause beyond the reasonable control of the SELLER and/or any of its subcontractors or key equipment suppliers (i.e. main engine, propeller, gearbox, etc.), as the case may be, or due to destruction or loss or damage of the SELLER or the works of the SELLER and/or any of its subcontractors or key equipment suppliers (i.e. main engine, propeller, gearbox, etc.), or of the VESSEL or any part thereof, or of any machinery, equipment, supply or part for the VESSEL during transit or in storage, by fire, flood, traffic incident, sea freight/air freight incident, loss or any other extraordinary cause beyond the reasonable control of the SELLER and/or any of its subcontractors or suppliers, or due to the bankruptcy of any of the SELLER’s subcontractors or suppliers, or due to interruption, suspension, influence or delay upon the SELLER or the supply chain in respect of the VESSEL (including the supply chain or the services of any of the subcontractors and/or suppliers) by any of above causes or any other cause beyond the reasonable control of the SELLER, then, in any such event, provided that such event or its causes could not be foreseen at the time of signing this CONTRACT or be avoided or overcome by the SELLER’s exercise of due diligence, the SELLER shall not be liable for such delay and the Delivery Date under this CONTRACT shall be extended without any reduction in the Contract Price for a period of time which shall not exceed the total accumulated time of all such delays, subject to the BUYER’s right of cancellation under Paragraph 3 of this Article and subject nevertheless to any and all other provisions of this CONTRACT which permit extension of the Delivery Date.

It is also agreed that if any of the above events is to occur, the SELLER shall use all reasonable endeavors to mitigate such consequent delays in the construction of the VESSEL.

NOTICE OF DELAY

Within seven (7) days from the date of commencement of any event on account of which the SELLER claims that it is entitled under this Article to an extension of the time for delivery of the VESSEL, the SELLER shall advise the BUYER by telefax or email, of the date such event commenced, and the reasons therefor.

35 / 71

Hull No. 25110062

Likewise within seven (7) days after such event ends, the SELLER shall advise the BUYER by telefax or email, of the date such event ended, and also shall specify the maximum period of the time by which the date for delivery of the VESSEL is extended by reason of such event. Failure of the BUYER to acknowledge the SELLER’s notification of any claim for extension of the Delivery Date within ten (10) days after receipt by the BUYER of such notification, shall be deemed to be a waiver by the BUYER of its right to object to such extension.

Failure by the SELLER to give any of the notices in accordance with the aforesaid time schedule shall be deemed as the SELLER has abandoned it right to claim any extension of the delivery date of the VESSEL.

RIGHT TO CANCEL FOR EXCESSIVE DELAY

If the total accumulated time of all delays on account of the causes specified in Paragraph 1 of the Article VIII aggregate to one hundred and eighty (180) days or more, or if the total accumulated time of all delays on account of the causes specified in Paragraph 1 of this Article VIII and non-Permissible Delays as described in Paragraph 1 of Article III aggregate to three hundred and sixty (360) days or more, in any circumstances, excluding delays due to arbitration as provided for in Article XIII hereof or due to default in performance by the BUYER, or due to delays in delivery of the BUYER Supplied Items, and excluding delays due to causes which, under Article V, VI, XI, XII and any other provisions hereof, permit extension or postponement of the time for delivery of the VESSEL, then in such event, the BUYER may in accordance with the provisions set out herein cancel or rescind this CONTRACT by serving upon the SELLER telefaxed or emailed notice of cancellation or recession and the provisions of Article X of this CONTRACT shall apply.

DEFINITION OF PERMISSIBLE DELAYS

Delays on account of such causes as provided for in Paragraph 1 of this Article VIII excluding any other extensions or postponement of a nature which under the terms of this CONTRACT and/or applicable laws permit extension or postponement of the Delivery Date or delays due to reasons attributable to the BUYER, shall be understood to be (and are herein referred to as) Permissible Delays, and are to be distinguished from non‑Permissible Delays on account of which the Contract Price of the VESSEL is subject to adjustment as provided for in Article III hereof. Notwithstanding any other stipulations of this CONTRACT, the Parties hereby agree that a default in performance of, or any breach of this CONTRACT by, or reasons attributable to, the BUYER or the events described under this CONTRACT permit extension of the Delivery Date shall entitle the SELLER to extend the Delivery Date. Such extension of the Delivery Date shall be regarded as mutually agreed change of the Delivery Date and shall be distinguished from the Permissible Delays and non-Permissible Delays which will entitle the BUYER to cancel or rescind this CONTRACT.

36 / 71

Hull No. 25110062

ARTICLE IX WARRANTY OF QUALITY

GUARANTEE OF MATERIAL AND WORKMANSHIP

Subject to the provisions hereinafter set forth, the SELLER undertakes to remedy, free of charge to the BUYER, any defects in the VESSEL, her hull and machinery and all parts and equipment thereof, excluding the BUYER Supplied Items, which are due to defective materials and/or poor workmanship on the part of the SELLER provided that: (i) defects are discovered within a period of twelve(12) months after the date of delivery of the VESSEL and a notice thereof is duly given to the SELLER as provided under Paragraph 2 of this Article; and (ii) the liability of the SELLER shall be limited to those set forth in Paragraph 3(a) of this Article and subject to all such exclusion of the SELLER’s liabilities as described in Paragraph 4 of this Article.

For the purpose of this Article, the VESSEL shall include her hull, machinery, equipment and gear, but exclude any parts of the VESSEL which have been supplied by or on behalf of the BUYER.

Notwithstanding the foregoing, the SELLER further guarantees any repaired or replaced parts affected pursuant to this Article IX for a further period of six (6) months from the date of successful completion of the repair or replacement of such parts, provided however that the total guarantee period for any and all such extended warranty period(s) shall not exceed eighteen (18) months following delivery to and acceptance by the BUYER of the VESSEL in any circumstances, being the maximum.

NOTICE OF DEFECTS

The BUYER shall notify the SELLER by telefax or email of any defects for which a claim is made under this guarantee as promptly as possible after discovery thereof. The BUYER’s written notice shall describe the nature and the extent of the defect. The SELLER shall have no obligation for any defects discovered prior to the expiry date of the said twelve (12) months period, unless notice of such defects is received by the SELLER no later than three (3) days after such expiry date.

37 / 71

Hull No. 25110062

REMEDY OF DEFECTS

(a)	The SELLER shall remedy, at its expense, any defects against which the VESSEL is guaranteed under this Article, by making all necessary repair(s) and/or replacement(s) as soon as reasonably practicable for both Parties. Such aforesaid<br> repair(s) and/or replacement(s), as the case may be and, in any event, constitutes the sole liability of the SELLER and sole remedy to the BUYER, whether under this CONTRACT or under any applicable laws. In either case whether all necessary<br> repairs or replacements are performed by the BUILDER at the BUILDER’s Shipyard or elsewhere as provided for in 3(b) below, the SELLER shall, in no circumstances, be responsible for any towage, dockage, wharfage, port charges or anything<br> else incurred for or occasioned by the BUYER's getting and keeping the VESSEL ready for such repairing and replacing. In any case, the VESSEL shall be taken at the BUYER's sole cost and responsibility to the place elected, ready in all<br> respects for such repairs or replacements.
(b)	However, if it is impractical to make the repair by the SELLER, the BUYER shall cause the necessary repairs or replacements to be made elsewhere which is deemed suitable for the purpose, provided that, in such event, the SELLER may<br> forward or supply replacement parts or materials to the VESSEL, unless forwarding or supplying thereof to the VESSEL would impair or delay the operation or working schedule of the VESSEL. Upon delivery of the duly repaired or replaced spare<br> parts by the SELLER, the BUYER and its crew shall undertake the disassembly and reinstallation of such parts at no additional cost, except where the installation requires specialized skills or expertise. In the event that the BUYER proposes<br> to cause the necessary repairs or replacements to be made to the VESSEL elsewhere, the BUYER shall first, but in all events as soon as possible, give the SELLER notice in writing of the time and place such repairs will be made, and if the<br> VESSEL is not thereby delayed, or her operation or working schedule is not thereby impaired, the SELLER shall have the right to verify by its own representative(s) or representative(s) of Classification Society the nature and extent of the<br> defects complained of. The SELLER shall, in such cases, promptly advise the BUYER in writing, after such examination has been completed, of its acceptance or rejection of the defects as ones that are covered by the guarantee herein<br> provided. Upon the SELLER’s acceptance of the defects as justifying remedy under this Article, the SELLER shall immediately pay to the BUYER for such repairs or replacements a sum equal to the lower figure of (i) the actual cost for such<br> repairs or replacements including forwarding charges; and (ii) the average cost for making similar repairs or replacements including forwarding charges as quoted by a leading shipyard in each of China, South Korea and Singapore.
---	---
(c)	Any dispute under this Article shall be referred to arbitration in accordance with the provisions of Article XIII hereof.
---	---

EXTENT OF THE SELLER’S RESPONSIBILITY

The SELLER shall have no responsibility or liability for any other defects whatsoever in the VESSEL other than the defects specified in Paragraph 1 of this Article.

38 / 71

Hull No. 25110062

The SELLER shall not be obligated to repair, or to be liable for any losses and/or damages to the VESSEL, or to any part of the equipment thereof, due to ordinary wear and tear, nor shall there be any SELLER’s liability hereunder for defects in the VESSEL, or any part of the equipment thereof, caused by fire or accidents at sea or elsewhere, or mismanagement, accidents, negligence, or willful neglect, on the part of the BUYER, its employees or agents including the VESSEL’s officers, crew and passengers, or any persons on or doing work on the VESSEL other than the SELLER, its employees, agents or subcontractors. Likewise, the SELLER shall not be liable for defects in the VESSEL, or the equipment or any part thereof, due to repairs or replacement which were made by those other than the SELLER and/or their subcontractors or alteration or addition by the BUYER not previously approved by the SELLER.

Upon delivery of the VESSEL to the BUYER, in accordance with the terms of the CONTRACT, the SELLER shall thereby and thereupon be released of all responsibility and liability whatsoever and howsoever arising under or by virtue of this CONTRACT and/or any applicable laws (save in respect of those obligations to the BUYER expressly provided for in this Article IX) including without limitation, any responsibility or liability for defective workmanship, materials or equipment, design or in respect of any other defects whatsoever and any loss or damage resulting from any act, omission or default of the SELLER. In any circumstances whatsoever, whether under or in connection with this CONTRACT or any applicable laws, the SELLER’s liability shall be limited to the repairs and replacement as set forth in Paragraph 1 of this Article, excluding any other responsibility, obligation and/or liability such as but not limited to those for (i) consequential loss or special loss; or (ii) any damages, losses, costs and/or expenses arising from any cause whatsoever (including but not limited to the loss of management fees, pilot charges or costs, fuel or lubrication oils consumed, damage to the VESSEL or any part thereof or any third party caused by the defects specified in Paragraph 1 of this Article etc.) regardless of whether the aforesaid damages, losses, costs and/or expenses are directly or indirectly occasioned to the BUYER by reason of the defects specified in Paragraph 1 of this Article; (iii) loss of time, loss of use, loss of hire, loss of profit or earnings or demurrage arising from any cause whatsoever.

The guarantee provided in this Article and the obligations and the liabilities of the SELLER (limited to the repairs or replacements as expressly set forth in Paragraph 1 of this Article) hereunder are exclusive and in lieu of and the BUYER hereby waives all other remedies, warranties, conditions, guarantees or liabilities, express or implied, arising by any applicable law (including the laws of England) or out of the CONTRACT or otherwise (including without limitation any obligations of the SELLER with respect to fitness, merchantability and consequential damages) or whether or not occasioned by the SELLER’s negligence. This guarantee shall not be extended, altered or varied except by a written instrument signed by the duly authorized representatives of the SELLER and the BUYER.

39 / 71

Hull No. 25110062

ARTICLE X CANCELLATION, REJECTION AND RESCISSION BY THE BUYER

All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER. In the event the BUYER shall exercise its right of cancellation and/or rescission of this CONTRACT under and pursuant to any of the provisions of this CONTRACT specifically permitting the BUYER to do so, then the BUYER shall notify the SELLER by telefax or email, and such cancellation and/or rescission shall be effective as of the date the notice thereof is received by the SELLER.

For the avoidance of doubt, the events and/or occurrences which entitle the BUYER to cancel or rescind the CONTRACT shall be limited to those occurrences or event specified in this CONTRACT which specifically permit the BUYER to do so. No other event or circumstance shall give rise to any right to the BUYER for rescission or cancellation of the CONTRACT whether under this CONTRACT or any applicable laws.

Thereupon the SELLER shall refund in United States Dollars without set-off or other deduction within forty five (45) Banking Days to the BUYER the full amount of all sums paid by the BUYER to the SELLER on account of the VESSEL, unless the SELLER disputes the BUYER’s cancellation or rescission by instituting arbitration in accordance with Article XIII. If the BUYER’s cancellation or rescission of this CONTRACT is disputed by the SELLER by instituting arbitration as aforesaid, then no refund shall be made by the SELLER, and the BUYER shall not be entitled to demand repayment from the Refund Guarantor under its guarantee, until the Final Award between the BUYER and the SELLER, which shall be in favour of the BUYER, declaring the BUYER’s cancellation or rescission justified, is made and delivered to the SELLER. In the event of the SELLER is obligated to make refundment, the SELLER shall pay the BUYER interest in United States Dollars at the rate of six percent (6%), if the cancellation or rescission of the CONTRACT is exercised by the BUYER in accordance with the provision of Article III. 1(c), 2(c), 3(c) or 4(c) or Article VIII.3 (save for any periods of Permissible Delay as defined in Article VIII.4 of this CONTRACT, during which the interest rate will be zero) hereof, on the amount required herein to be refunded to the BUYER computed from the respective dates when such sums were received by the SELLER from the BUYER to the date of remittance by telegraphic transfer of such refund to the BUYER by the SELLER, provided, however, that if the said cancellation or rescission by the BUYER is made under the provisions of Article X.4 or Article XII.2(b), then in such event the SELLER shall not be required to pay any interest.

40 / 71

Hull No. 25110062

3.	Upon such refund by the SELLER to the BUYER, all obligations, duties and liabilities of the SELLER towards the BUYER and all rights and claims against the SELLER by the BUYER under this CONTRACT and any applicable laws shall be forthwith<br> completely discharged and waived. The SELLER’s refund to the BUYER of the instalment(s) and interests (if any) thereon pursuant to the foregoing provisions constitute the sole liabilities of the SELLER towards the BUYER which is in lieu of<br> any other remedies under and/or in connection with this CONTRACT and any applicable laws.
4.	In addition to the BUYER’s right of cancellation or recession of the CONTRACT pursuant to Article III 1(c), 2(c), 3(c), 4(c) and Article VIII.3 hereof, the SELLER shall be deemed to be in default and the BUYER shall be entitled to cancel<br> or rescind this CONTRACT in accordance with this Article X if any of the following events occurs:
---	---
(a)	the SELLER enters into bankruptcy protection in any form or is adjudicated bankrupt or insolvent or as a result a court order is made in China for the dissolution or reorganization of the SELLER; or
---	---
(b)	a liquidator, receiver or trustee is appointed over, the whole or a material part of the assets of the SELLER or a court order is granted in favour of a creditor to freeze the whole or a material part of the assets of the SELLER; or
---	---
(c)	the SELLER is dissolved, liquidated or ceases to be registered as a company in its place of incorporation, or the SELLER ceases to carry on its business as a whole, or declares its intention that such event will take place, except due to<br> group internal restructuring, requirement of IPO and/or restructuring for financing purpose; or
---	---
(d)	any of the events described in Paragraph (a), (b) and/or (c) hereinabove occurs to the Refund Guarantor, and in case of above event, the SELLER further fails to find an alternative refund guarantor within sixty (60) days after the<br> SELLER’s aware of such event.
---	---

41 / 71

Hull No. 25110062

ARTICLE XI BUYER’S DEFAULT

DEFINITION OF DEFAULT

The BUYER shall be deemed in default of its obligation under the CONTRACT if any of the following events occurs:

(a)	The BUYER fails to pay the 1^st^ or 2^nd^ or 3^rd^ or 4^th^instalment to the SELLER when any such instalment becomes due and payable under the<br> provisions of Article II hereof; or
(b)	The BUYER fails to deposit or pay the 5^th^ instalment to the SELLER in accordance with Paragraph 3(e) and 4(e) of Article II hereof provided the BUYER shall<br> have received the SELLER’s demand for payment in accordance with Article II hereof; or
---	---
(c)	The BUYER fails to deliver the Corporate Guarantee to the SELLER in accordance with Paragraph 6 of Article II; or
---	---
(d)	The BUYER fails to take delivery of the VESSEL, when the VESSEL is duly delivered or tendered for delivery by the SELLER under the provisions of Article VII hereof; or
---	---
(e)	The BUYER or its holding company or ultimate holding company enters into bankruptcy protection in any form or is adjudicated bankrupt or insolvent or as a result a court order is made for the dissolution or reorganization of the BUYER;<br> or
---	---
(f)	A liquidator, receiver or trustee is appointed over, the whole or a material part of the assets of the BUYER or its holding company or ultimate holding company or a court order is granted in favour of a creditor to freeze the whole or a<br> material part of the assets of the BUYER or its holding company or ultimate holding company; or
---	---
(g)	The BUYER or its holding company or ultimate holding company is dissolved, liquidated or ceases to be registered as a company in its place of incorporation, or the BUYER ceases to carry on its business as a whole, or declares its<br> intention that such event will take place, except due to group internal restructuring, requirement of IPO and/or restructuring for financing purpose; or
---	---
(h)	Any of the events described in Paragraph (e), (f) and/or (g) hereinabove occurs to the Payment Guarantor and in such event, the BUYER fails to procure a new payment guarantee from a new payment guarantor acceptable to the SELLER within<br> thirty (30) days after the occurrence of any such event, or the BUYER fails to provide and/or maintain the Payment Guarantee in accordance with Article II; or
---	---

42 / 71

Hull No. 25110062

(i)	The BUYER (including any of the Supervisor and/or the BUYER's representatives and personnel) violates the provision of Article XVIII. 3 of this CONTRACT or the BUYER (including any of the Supervisor and their respective beneficiary<br> owners, shareholders, affiliates, directors, officials, employees, agents and consultants) violates the provision of Article XVIII. 4 of this CONTRACT.

NOTICE OF DEFAULT

If the BUYER is in default as provided in Paragraph 1(a) or 1(b) or 1(c) or 1(d) of this Article, the SELLER shall notify the BUYER to that effect by telefax or email after the date of occurrence of such default.

If the BUYER is in default as provided in Paragraph 1(e) or 1(f) or 1(g) or 1(h) or 1(i) of this Article, the SELLER have no obligation to notify the BUYER the occurrence of such default.

INTEREST AND CHARGE

(a)

If the BUYER is in default of payment as to any instalment as provided in Paragraph 1 (a) and/or 1 (b) of this Article, the BUYER shall pay interest on such instalment at the rate of six percent (6%) per annum from the due date thereof to the date of the receipt by the SELLER of the full amount, including all aforesaid interest. In case the BUYER shall fail to take delivery of the VESSEL when required to as provided in Paragraph 1(d) of this Article, the BUYER shall be deemed in default of payment of the 5^th^ instalment and shall pay interest thereon at the same rate as aforesaid from and including the day on which the VESSEL is tendered for delivery by the SELLER, as provided in Article VII hereof. In case any event of Paragraph 1(e) or 1(f) or 1(g) or 1(h) or 1(i) of this Article occurs, the BUYER shall be deemed in default of payment of all unpaid instalments of the Contract Price/unpaid balance of the Contract Price and shall pay interest thereon at the same rate as aforesaid from and including the day on which such event of Paragraph 1(e) or 1(f) or 1(g) or 1(h) or 1(i) of this Article occurs.

(b)

In any event of default by the BUYER under Paragraph 1 of this Article above, the BUYER shall also pay all costs, charges and expenses incurred by the SELLER in consequence of such default together with the interest on it running on and from the date the costs, charges, losses, and expenses were incurred or paid by the SELLER up to the date the SELLER receives the full amounts due together with interest.

---

43 / 71

Hull No. 25110062

DEFAULT BEFORE DELIVERY OF THE VESSEL

(a)	If any default by the BUYER occurs as defined in Paragraph 1 of this Article, the Delivery Date shall be automatically postponed for a period of continuance of such default by the BUYER.
(b)	If any such default as defined in Paragraph 1(a) or 1(b) or 1(c) or 1(d) of this Article committed by the BUYER continues for a period of fifteen (15) days or any event of Paragraph 1(e) or 1(f) or 1(g) or 1(h) or 1(i) of this Article<br> occurs, then, the SELLER shall have all following rights and remedies:
---	---
(i)	The SELLER may, at its option, cancel or rescind this CONTRACT, by giving notice of such effect to the BUYER by telefax or email. Upon receipt by the BUYER of such telefax or email notice of cancellation or rescission, all of the BUYER<br> Supplied Items shall forthwith become the sole property of the SELLER, and the VESSEL and all its equipment and machinery shall be at the sole disposal of the SELLER for sale or otherwise; and
---	---
(ii)	In the event of such cancellation or rescission of this CONTRACT, the SELLER shall be entitled to retain any instalment(s) of the Contract Price paid by the BUYER to the SELLER on account of this CONTRACT; and
---	---
(iii)	(Applicable to any BUYER’s default defined in Paragraph 1(a) or 1(e) or 1(f) or 1(g) or 1(h) or 1(i) of this Article) The SELLER shall, without prejudice to the SELLER’s right to recover from the BUYER the 5^th^ Instalment, interest, costs and/or expenses by applying the proceeds to be obtained by sale of the VESSEL in accordance with the provisions set out in this CONTRACT, have the right<br> to declare all unpaid Instalments/unpaid balance of the Contract Price to be forthwith due and payable, and upon such declaration, the SELLER shall have the right to immediately demand the payment of the aggregate amount of all unpaid<br> Instalments/unpaid balance of the Contract Price from the Corporate Guarantor under the Corporate Guarantee.
---	---

SALE OF THE VESSEL

(a)	In the event of cancellation or rescission of this CONTRACT as above provided, the SELLER shall have full right and power either to complete or not to complete the VESSEL as it deems fit, and to sell the VESSEL at a public or private<br> sale on such terms and conditions as the SELLER thinks fit without being answerable for any loss or damage occasioned to the BUYER thereby.

44 / 71

Hull No. 25110062

(b)	In the event of the sale of the VESSEL in its completed state, the proceeds of sale received by the SELLER shall be applied firstly to payment of all expenses attending such sale and otherwise incurred by the SELLER as a result of the<br> BUYER’s default, and then to payment of all unpaid instalment(s) and/or unpaid balance of the Contract Price and interest on such instalment(s) at the interest rate as specified in the relevant provisions set out above from the respective<br> due dates thereof to the date of application.
(c)	In the event of the sale of the VESSEL in its incomplete state, the proceeds of sale received by the SELLER shall be applied firstly to all expenses attending such sale and otherwise incurred by the SELLER as a result of the BUYER’s<br> default, and then to payment of all costs of construction of the VESSEL (such costs of construction, as herein mentioned, shall include but are not limited to all costs of labour and/or prices paid or to be paid by the SELLER for the<br> equipment and/or technical design and/or materials purchased or to be purchased, installed and/or to be installed on the VESSEL) and/or any fees, charges, expenses and/or royalties incurred and/or to be incurred for the VESSEL less the<br> instalment(s) so retained by the SELLER, and compensation to the SELLER for a reasonable sum of loss of profit due to the cancellation or rescission of this CONTRACT.
---	---
(d)	In either of the above events of sale, if the proceed of sale exceeds the total of the amounts to which such proceeds are to be applied as aforesaid, the SELLER shall promptly pay the excesses to the BUYER without interest, provided,<br> however that the amount of each payment to the BUYER shall in no event exceed the total amount of instalment(s) already paid by the BUYER and the cost of the BUYER Supplied Items, if any.
---	---
(e)	If the proceed of sale are insufficient to pay such total amounts payable as aforesaid, the BUYER shall promptly pay the deficiency to the SELLER upon request.
---	---
(f)	For the avoidance of doubt, Article XI. 5 of this CONTRACT shall in no way limit or prejudice the SELLER's rights and remedies to dispose of the VESSEL or any part thereof in any other way it deems fit other than the aforesaid sale.
---	---

45 / 71

Hull No. 25110062

ARTICLE XII INSURANCE

EXTENT OF INSURANCE COVERAGE

From the time of keel‑laying of the first section of the VESSEL until the same is completed, delivered to and accepted by the BUYER, the SELLER shall, at its own cost and expense, keep the VESSEL and all machinery, materials, equipment, appurtenances and outfit, delivered to the BUILDER for the VESSEL or built into, or installed in or upon the VESSEL, including the BUYER Supplied Items, fully insured with first class Chinese insurance companies for the BUILDER’s risk.

The amount of such insurance coverage shall, up to the date of delivery of the VESSEL, be in an amount at least equal to, but not limited to, one hundred percent (100%) of the aggregate of the payments made by the BUYER to the SELLER including the value of maximum amount of United States Dollars Three Hundred Thousand (US$ 300,000.00) of the BUYER Supplied Items. The policy referred to hereinabove shall be taken out in the name of the SELLER and all losses under such policy shall be payable to the SELLER.

APPLICATION OF RECOVERED AMOUNT

(a)	Partial Loss:

In the event the VESSEL shall be damaged by any insured cause whatsoever prior to acceptance and delivery thereof by the BUYER and the SELLER and in the further event that such damage shall not constitute an actual or a constructive total loss of the VESSEL, the SELLER shall apply the amount recovered under the insurance policy referred to in Paragraph 1 of this Article to the repair of such damage satisfactory to the Classification Society and other institutions or authorities as described in the Specifications without additional expenses to the BUYER, and the BUYER shall accept the VESSEL under this CONTRACT if completed in accordance with this CONTRACT and the Specifications and not make any claim for any damage, consequential loss or depreciation.

(b)	Total Loss:

However, in the event that the VESSEL is determined to be an actual or constructive total loss, the SELLER shall either:

(i)

By the mutual agreement between the Parties hereto, proceed in accordance with terms of this CONTRACT, in which case the amount recovered under said insurance policy shall be applied to the reconstruction and/or repair of the VESSEL’s damages and/or reinstallation of the BUYER Supplied Items, provided the Parties hereto shall have first agreed in writing as to such reasonable extension of the Delivery Date and adjustment of other terms of this CONTRACT including the Contract Price as may be necessary for the completion of such reconstruction; or

46 / 71

Hull No. 25110062

(ii)	If due to whatever reasons the Parties fail to agree on the above, then refund immediately to the BUYER the amount of all instalments paid to the SELLER under this CONTRACT without interest, whereupon this CONTRACT shall be deemed to be<br> canceled and all rights, duties, liabilities and obligations of each of the Parties to the other shall terminate and be discharged forthwith.

Within thirty (30) days after receiving telefax or email notice of any damage to the VESSEL constituting an actual or a constructive total loss, the BUYER shall notify the SELLER by telefax or email of its agreement or disagreement under Paragraph 2(b) of this Article. In the event the BUYER fails to so notify the SELLER, then such failure shall be construed as a disagreement on the part of the BUYER. This CONTRACT shall be deemed as canceled or rescinded and Paragraph 2 (b) (ii) of this Article shall apply.

TERMINATION OF THE SELLER’S OBLIGATION TO INSURE

The SELLER’s obligation to insure the VESSEL hereunder shall cease and terminate forthwith upon delivery thereof to and acceptance by the BUYER.

47 / 71

Hull No. 25110062

ARTICLE XIII DISPUTES AND ARBITRATION

PROCEEDINGS

In the event of any dispute between the Parties hereto as to any matter arising out of or relating to this CONTRACT or any stipulation herein or with respect thereto which cannot be settled by the Parties themselves, such dispute shall be resolved by arbitration in London, England in London Maritime Arbitrators Association (“LMAA”) in accordance with the laws of England and LMAA’s then prevailing arbitration rules. Either party may demand arbitration of any such disputes by giving written notice to the other party. Any demand for arbitration by either party hereto shall state the name of the arbitrator appointed by such party and shall also state specifically the question or questions as to which such party is demanding arbitration. Within twenty (20) days after receipt of notice of such demand for arbitration, the other party shall in turn appoint a second arbitrator. The two arbitrators thus appointed shall thereupon select a third arbitrator, and the three arbitrators so named shall constitute the board of arbitration (hereinafter called the “Arbitration Board”) for the settlement of such dispute. The three arbitrators shall be a full member of the LMAA.

In the event however, that said other party should fail to appoint a second arbitrator as aforesaid within twenty (20) days following receipt of notice of demand of arbitration, it is agreed that such party shall thereby be deemed to have accepted and appointed as its own arbitrator the one already appointed by the party demanding arbitration, and the arbitration shall proceed forthwith before this sole arbitrator, who alone, in such event, shall constitute the Arbitration Board. And in the further event that the two arbitrators appointed respectively by the Parties hereto as aforesaid should be unable to reach agreement on the appointment of the third arbitrator within twenty (20) days from the date on which the second arbitrator is appointed, either party of the said two arbitrators may apply to the President of LMAA to appoint the third arbitrator. The award of the arbitration, made by the sole arbitrator or by the majority of the three arbitrators as the case may be, shall be final, conclusive and binding upon the Parties hereto.

ALTERNATIVE ARBITRATION BY AGREEMENT

Notwithstanding the preceding provisions of this Article, it is recognized that in the event of any dispute or difference of opinion arising in regard to the construction of the VESSEL, her machinery and equipment, or concerning the quality of materials or workmanship thereof or thereon, such dispute may be referred to the Classification Society upon mutual agreement of the Parties hereto. In such case, the opinion of the Classification Society shall be final and binding on the Parties hereto.

48 / 71

Hull No. 25110062

NOTICE OF AWARD

Notice of any award shall immediately be given by telefax or email to the SELLER and the BUYER.

EXPENSES

The arbitrator(s) shall determine which party shall bear the expenses of the arbitration or the proportion of such expenses which each party shall bear.

AWARD OF ARBITRATION

Award of arbitration, shall be final and binding upon the Parties concerned. Any right of appeal available under the laws of England is hereby expressly precluded and excluded by the Parties hereto.

ENTRY IN COURT

Judgment on any award may be entered in any court of competent jurisdiction.

ALTERATION OF DELIVERY TIME

In the event of reference to arbitration of any dispute arising out of matters occurring prior to delivery of the VESSEL, the SELLER shall not be entitled to extend the Delivery Date as defined in Article VII hereof and the BUYER shall not be entitled to postpone its acceptance of the VESSEL on the Delivery Date. However, if the construction of the VESSEL is affected by any arbitration, the SELLER shall then be permitted to extend the Delivery Date as defined in Article VII and the decision or the award shall include a finding as to what extent the SELLER shall be permitted to extend the Delivery Date.

49 / 71

Hull No. 25110062

ARTICLE XIV RIGHT OF ASSIGNMENT

Neither of the Parties hereto shall assign and/or nominate and/or novate this CONTRACT to any other individual, firm, company or corporation unless prior written consent of the other party is given in writing, which shall not be unreasonably withheld.

Notwithstanding any provision to the contrary, the BUYER may on or before the time of delivery of the VESSEL, assign its right (excluding the right of demand for repayment under this CONTRACT) and benefit under this CONTRACT to the BUYER’s financing bank which provides financing or syndicate of banks or financial institution or any commercial corporation assisting in the financing of the VESSEL, but whatsoever the BUYER shall continue to perform all its obligations under the CONTRACT including but not limited to the obligations of the drawing and plans approval, supervision of the VESSEL, etc. and the SELLER agrees to acknowledge notice of such assignment in a form acceptable to the BUYER's financing partner.

In case an assignment of rights and benefits under this CONTRACT is made by the BUYER, the BUYER shall send the SELLER a notice of assignment in a form acceptable to the Parties and the SELLER shall acknowledge such notice of assignment in a form acceptable to the Parties. The SELLER shall not, by virtue of that assignment, have any additional obligations and/or risks other than those existing prior to the date when such assignment becomes effective.

The SELLER shall assist the BUYER to procure an acknowledgement from the Refund Guarantor for any assignment of rights and benefits under the Refund Guarantee by the BUYER. Notwithstanding any assignment of the CONTRACT and/or of the Refund Guarantee to the assignee, any demand for repayment under the CONTRACT and/or the Refund Guarantee shall be made in the name of the BUYER.

The BUYER shall have the right to nominate another entity as buyer under this CONTRACT, in which case, the Parties shall enter into a nomination agreement in the form acceptable to the Parties in order to transfer or novate this CONTRACT to such entity always provided that such entity is one hundred percent (100%) owned and belongs to the BUYER's group of companies and the Corporate Guarantee defined in Article II.6 of this CONTRACT shall continue to be valid and in force.

It is understood that any documented expenses or legal charges duly incurred by and/or attributable to any assignment or transfer of this CONTRACT and/or the Refund Guarantee requested by the BUYER shall be for the BUYER’s account. But any cost incurred by the SELLER to consult the experts or their lawyers shall be for the SELLER’s account.

50 / 71

Hull No. 25110062

ARTICLE XV TAXES AND DUTIES

TAXES

All costs for taxes including stamp duties, if any, incurred in connection with this CONTRACT in the People’s Republic of China shall be borne by the SELLER. Any taxes and/or duties imposed upon those items or services procured by the SELLER in the People’s Republic of China or elsewhere for the construction of the VESSEL shall be borne by the SELLER.

The BUYER shall be responsible for the personal income tax for any person it employs, including Supervisor or other BUYER’s staff, agent and representatives who work at the BUILDER’s Shipyard and premise.

All taxes, duties, stamps, dues, levies and fees of whatsoever nature incurred or imposed in China in respect of the BUYER Supplied Items, if any, shall be borne by the BUYER.

DUTIES

The BUYER shall bear and pay all taxes, duties, stamps and fees incurred outside China in connection with execution and/or performance of this CONTRACT by the BUYER, except for taxes, duties, stamps, dues, levies and fees imposed upon those items which are to be procured by the SELLER for the construction of the VESSEL in accordance with the terms of this CONTRACT and the Specifications.

Any tax or duty other than those described hereinabove, if any, shall be borne by the BUYER.

51 / 71

Hull No. 25110062

ARTICLE XVI PATENTS, TRADEMARKS AND COPYRIGHTS

The machinery and equipment of the VESSEL may bear the patent number, trademarks or trade names of the manufacturers. The SELLER shall defend and save harmless the BUYER from patent liability or claims of patent infringement of any nature or kind, including costs and expenses for, or on account of any patented or patentable invention made or used in the performance of this CONTRACT and also including cost and expense of litigation, if any.

Nothing contained herein shall be construed as transferring any patent or trademark rights or copyright in equipment covered by this CONTRACT, and all such rights are hereby expressly reserved to the true and lawful owners thereof. Notwithstanding any provisions contained herein to the contrary, the SELLER’s obligation under this Article should not be terminated by the passage of any specified period of time.

The SELLER’s indemnity hereunder does not extend to equipment or parts supplied by the BUYER to the BUILDER if any.

The SELLER retains all rights with respect to the Specifications, and plans and working drawings, technical descriptions, calculations, test results and other data, information and documents concerning the design and construction of the VESSEL and the BUYER undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without the prior written consent of the SELLER, except where it is necessary for usual operation, repair and maintenance, sale or charter of the VESSEL.

The SELLER shall in no event be liable to the BUYER for (i) consequential loss or special loss; or (ii) any damages, losses, costs and/or expenses arising from any cause whatsoever regardless of whether the aforesaid damages, losses, costs and/or expenses are directly or indirectly occasioned to the BUYER by reason of any claims for any intellectual property or industrial proprietary rights (including without limitation patents, trademarks, copyrights, utility models, registered designs and models and/or knowhow) related infringement; (iii) loss of time, loss of use, loss of hire, loss of profit or earnings or demurrage arising from any cause whatsoever.

52 / 71

Hull No. 25110062

ARTICLE XVII NOTICES

Any and all notices and communications in connection with this CONTRACT shall be addressed as follows:

To the BUYER:	ROMAN SHARK IX INC.
Address:	20 Iouliou Kaisara, Paiania 19002 Greece
	Andreas Louka
Phone No.:	+30 21081288320
---	---
Email:	louka@loukapartners.com
Konstantinos Patis
---
kpatis@centralmare.com
+30 210 8128242
Alexandros Tsirikos
at@centralmare.com
+30 210 8128180
To CSTC:	CHINA SHIPBUILDING TRADING CO., LTD.
---	---
Address:	23^rd^ Floor, No.1 Pudong Ave., Shanghai 200120, China
Phone No.:	+86 21 68821922 / 68821912
Email:	songc@mail.chinaships.com; zhangdl@mail.chinaships.com
To the BUILDER:	GUANGZHOU SHIPYARD INTERNATIONAL COMPANY LIMITED
---	---
Address:	No.18 Qihang Road, Longxue Street, Nansha District, Guangzhou, China
---	---
Phone No.:	+86 20 36663109
Email:	lsr@chinagsi.com; chenwenling@chinagsi.com; gxj@chinagsi.com

Any notices and communications sent by CSTC or the BUILDER alone to the BUYER shall be deemed as having being sent by both CSTC and the BUILDER.

Any change of address shall be communicated in writing by registered mail or telefax or email by the party making such change to the other party and in the event of failure to give such notice of change, communications addressed to the party at their last known address shall be deemed sufficient.

Any and all notices, requests, demands, instructions, advice and communications in connection with this CONTRACT shall be deemed to be given at, and shall become effective from, the time when the same is delivered to the address of the party to be served, provided, however, that registered airmail shall be deemed to be delivered ten (10) days after the date of dispatch, express courier service shall be deemed to be delivered five (5) days after the date of dispatch, and telefax acknowledged by the answerbacks shall be deemed to be delivered upon dispatch and email transmission shall be deemed as delivered upon the subject email has been moved to the “Sent” box on the sending computer.

53 / 71

Hull No. 25110062

Any and all notices, communications, Specifications and drawings in connection with this CONTRACT shall be written in the English language and each party hereto shall have no obligation to translate them into any other language.

54 / 71

Hull No. 25110062

ARTICLE XVIII LEGAL COMPLIANCE

COMPLIANCE WITH LAWS

The Parties (including the Supervisor and each Party's representatives and employees), while they stay in China, shall comply with all applicable laws, rules, regulations, orders and conventions in P.R. China, including but not limited to, those relating to employment, environmental protection, data and privacy protection.

ETHICAL CONDUCT

The Parties shall conduct their businesses in an ethical and lawful manner and act with integrity.

ANTI-BRIBERY

The Parties shall avoid participation in or knowingly benefit from any kind of corruption, extortion or bribery. Consequently, the Parties may not offer, promise, authorize or give anything of value to any public official in any country, or to any business partner, in order to gain any improper business advantage of any kind. In addition, the Parties may not solicit or accept any form of bribe from any person. "Bribe" under this paragraph means any kind of payment, gift, commission, kick-back, benefit or equivalent except for the lawful salary and remuneration stipulated under relevant employment contract. If required by the SELLER, the Supervisor and the BUYER's representatives and personnel attending the VESSEL and/or the BUILDER’s Shipyard shall sign written Integrity Undertaking (in form and substance as required by the SELLER) which prohibits bribery, corruption and money laundering activities. During the performance of this CONTRACT, the BUYER, the Supervisor and the BUYER's representatives and personnel shall in no event, directly or indirectly, introduce, solicit, give or receive any kind of bribe or promise, offer, request or agree to receive any kind of bribe to or from the SELLER and/or any of the suppliers, vendors, sub-contractors and related parties.

Any of the BUYER's personnel (including any of the Supervisor and/or the BUYER's representatives and personnel) in violation of the above paragraph shall be immediately replaced at the BUYER’s costs and the SELLER is entitled to reject such personnel from performing this CONTRACT and/or attending the VESSEL and the BUILDER’s Shipyard. In addition, the SELLER shall have right to (a) report any such event to competent authority, and (b) cancel and rescind this CONTRACT (in case of termination, Article XI of this CONTRACT shall then apply).

55 / 71

Hull No. 25110062

ANTI-COERCION

The BUYER (including the Supervisor and their respective beneficiary owners, shareholders, affiliates, directors, officials, employees, agents and consultants) shall not exert or impose undue or unreasonable influence, coercion, threat or duress upon the Classification Society or the Flag State or any of the SELLER’s subcontractors, vendors and/or suppliers.

All communications between the BUYER and any of the Flag State, Classification Society, the SELLER’s sub-contractors, vendors, suppliers and related parties in relation to this CONTRACT and/or the VESSEL shall simultaneously copy to the SELLER.

SANCTIONS

The Parties hereby represent and warrant to each other that they are familiar with export and economic sanctions laws and regulations and, at the signing date of this CONTRACT, each party is not listed on or subject to the Specially Designated Nationals and Blocked Persons List maintained by the US Office of Foreign Assets Control, the Consolidated Financial Sanction List maintained by the European Commission, the Consolidated List of Financial Sanctions Targests in the UK maintained by HM Treasury of the United Kingdom or any other sanction lists maintained by the Chinese government or United Nations or any other relevant governmental authority which causes its signing and/or performance of this CONTRACT to be unlawful or illegal(the “Sanctions”).

Neither party shall violate, or cause the other party to violate, any Sanctions. The obligation to not violate any Sanctions includes, but is not limited to, the following obligations for each respective party:

(i) the SELLER will not order products or equipment for the VESSEL if those products or equipment are subject to such Sanctions; and

(ii) the BUYER will not export, re-export, sell, transfer or divert the VESSEL in breach of any applicable Sanctions.

Each party hereby also agrees that it will:

(i) remain in compliance with applicable Sanctions in performing its rights and obligations under this CONTRACT;

56 / 71

Hull No. 25110062

(ii) use all reasonable endeavours to ensure compliance with all relevant Sanctions by its subcontractors and suppliers appointed for the purposes of this CONTRACT; and

(iii) obtain any licenses and permits required to perform its obligations under this CONTRACT.

If investigated by the law enforcement authorities of the above-mentioned jurisdictions due to such performance, the Parties shall have the right to provide relevant documents under this CONTRACT without the other party’s permission in advance.

Each party will, upon request of the other party and at the requesting party expense, provide such written assurances and other documentation (if available) to the requesting party as may be reasonably necessary to comply with and demonstrate compliance with applicable export related laws and regulations or Sanctions.

If a party becomes subject to Sanctions, that party agrees to undertake sole responsibility for the consequences thereof. However, if the potential or actual breach of Sanctions (each a “Sanctions Event”) is capable of remedy, the Parties will consult with each other and shall take all reasonable steps to attempt to find a mutually acceptable solution to remedy the Sanctions Event, within ninety (90) days or any longer period as mutually agreed by the Parties (the “Standstill Period”), as may or would enable the continued lawful performance of this CONTRACT by both Parties , including but not limited to the restructuring of the contractual arrangements in respect of the VESSEL, obtaining of any applicable licenses and permits and/or the restructuring of the shareholding arrangements of the BUILDER and/or changing the supplier of any equipment, but always provided the same remedies the Sanctions Event and brings the Parties into full compliance with applicable Sanctions, laws and regulations.

During the Standstill Period, neither Party shall be entitled to cancel/rescind this CONTRACT by reason of the Sanctions Event giving rise to such Standstill Period. Neither Party shall be entitled to suspend the performance of the CONTRACT during the Standstill Period, unless such performance is deemed illegal.

On the last day of the Standstill Period:

a) if the Parties have failed to reach a mutually acceptable solution despite their best endeavours:

a. (in the event that the Sanctioned Event was caused by the SELLER or the VESSEL) the BUYER shall have the right to terminate this CONTRACT in accordance with Article X and all the instalment(s) which has been paid to the SELLER by the BUYER shall be refunded to the BUYER without interest upon BUYER’s first demand, and/or the BUYER shall be entitled to ask the Refund Guarantor for such refund in accordance with the terms of the Refund Guarantee contained in the CONTRACT;

57 / 71

Hull No. 25110062

b. (in the event that the Sanctioned Event was caused by the BUYER) the SELLER shall have the right to terminate this CONTRACT in accordance with Article XI; or

(b) if the Parties have reached a mutually acceptable solution and the Parties confirm to reactivate this CONTRACT, the total number of days elapsed during the Standstill Period shall be accounted as an automatic extension of the Delivery Date in Article VII.1 of this CONTRACT.

For the avoidance of doubt, the above paragraph (a) of this Article XVIII.5 is the Parties’ sole and exclusive remedies and liabilities in case of termination of this CONTRACT under this Article XVIII.5.

58 / 71

Hull No. 25110062

ARTICLE XIX EFFECTIVE DATE OF CONTRACT

This CONTRACT shall become effective upon signing and execution of this CONTRACT by the authorized representatives of the Parties.

59 / 71

Hull No. 25110062

ARTICLE XX INTERPRETATION

LAW APPLICABLE

The Parties hereto agree that the validity and interpretation of this CONTRACT and of each Article and part hereof shall be governed by and interpreted in accordance with the laws of England.

DISCREPANCIES

All general language or requirements embodied in the Specifications are intended to amplify, explain and implement the requirements of this CONTRACT. However, in the event that any language or requirements so embodied in the Specifications permit an interpretation inconsistent with any provision of this CONTRACT, then in each and every such event the applicable provisions of this CONTRACT shall govern. The Specifications and plans are also intended to explain each other, and anything shown on the plans and not stipulated in the Specifications or stipulated in the Specifications and not shown on the plans, shall be deemed and considered as if embodied in both. In the event of conflict between the Specifications and plans, the Specifications shall govern.

However, with regard to such inconsistency or contradiction between this CONTRACT and the Specifications as may later occur by any change or changes in the Specifications agreed upon by and among the Parties hereto after execution of this CONTRACT, then such change or changes shall govern.

DEFINITION

“Banking Day(s)” are days on which banks are open both in China, New York, London, Athens and Switzerland.

“Business Day(s)” are days on which the working day(s) in China.

In absence of stipulation of “Banking Day(s)” or “Business Day(s)”, the “Day(s)” or “day(s)” shall be taken as “calendar day(s)”.

“Final Award” means a published arbitration award in respect of any disputes arising out of or in connection with this CONTRACT where any right of appeal available in respect of such arbitration award under the applicable law is waived/excluded or is not exercised by the BUYER and the SELLER within the time limit under such applicable law and in case of such arbitration award is appealed, the final judgement from any court of competent jurisdiction on such award upon appeal by either the BUYER or the SELLER where any right of appeal available in respect of such judgement under the applicable law is waived/excluded or is not exercised by the BUYER and the SELLER within the time limit under such applicable law.

60 / 71

Hull No. 25110062

ENTIRE AGREEMENT

This CONTRACT sets forth the entire understanding of the Parties with respect to the subject matter discussed herein. It supersedes all prior discussions, negotiations and agreements (including but not limited to the Letter of Intent) whether oral or written, expressed or implied.

61 / 71

Hull No. 25110062

In WITNESS WHEREOF, the Parties hereto have caused this CONTRACT to be duly signed on the day and year first above written.

THE BUYER:

ROMAN SHARK IX INC.

By:	/s/ Evangelos Pistiolis
Name:	Evangelos Pistiolis
---	---
Title:	Attorney-in-fact

THE SELLER:

THE BUILDER:

GUANGZHOU SHIPYARD INTERNATIONAL COMPANY LIMITED

By:	/s/ Zhou Xuhui
Name:	Zhou Xuhui
---	---
Title:	Attorney-in-fact

CSTC:

CHINA SHIPBUILDING TRADING CO., LTD.

By:	/s/ Jiang Binbin
Name:	Jiang Binbin
---	---
Title:	Attorney-in-fact

62 / 71

Hull No. 25110062

[NOTE: The Parties agree the final form of such Refund Guarantee is subject to the approval of the SELLER’s bank.]

Exhibit “A”: IRREVOCABLE LETTER OF GUARANTEE

To:	ROMAN SHARK IX INC.
	(address: Trust Company Complex, Ajeltake Road, Ajeltake Island,<br><br> <br>Majuro, Marshall Islands MH96960)
Date:	[***]
---	---

Dear Sirs,

Irrevocable Letter of Guarantee No.[***]

At the request of GUANGZHOU SHIPYARD INTERNATIONAL COMPANY LIMITED a corporation organized and existing under the laws of the People’s Republic of China, having its registered office at No.18 Qihang Road, Longxue Street, Nansha District, Guangzhou, the People’s Republic of China, and in consideration of your agreeing to pay GUANGZHOU SHIPYARD INTERNATIONAL COMPANY LIMITED and CHINA SHIPBUILDING TRADING CO., LTD., a corporation organized and existing under the laws of the People’s Republic of China, having its registered office at 56(Yi) Zhongguancun Nan Da Jie, Beijing 100044, the People’s Republic of China (hereinafter collectively called the “SELLER”) the instalments before delivery of the VESSEL under the contract concluded by and amongst you and the SELLER dated [***] for the construction of one (1) 47,499DWT Chemical/Product Oil Tanker to be designated as Hull No. 25110062 (hereinafter called the “CONTRACT”), we, China Construction Bank Corporation, Guangdong Branch, do hereby irrevocably and unconditionally (only subject to the terms of this letter of guarantee) as primary obligor and not merely as surety, guarantee repayment to you by the SELLER of an amount up to but not exceeding a total amount of US$ 20,340,000.00 say United States Dollars Twenty Million Three Hundred and Forty Thousand only representing the 1^st^ instalment of the Contract Price of the VESSEL in the amount of US$ 6,780,000.00 say United States Dollars Six Million Seven Hundred and Eighty Thousand, the 2^nd^ instalment of the Contract Price of the VESSEL in the amount of US$ 4,520,000.00 say United States Dollars Four Million Five Hundred and Twenty Thousand, the 3^rd^ instalment of the Contract Price of the VESSEL in the amount of US$ 4,520,000.00 say United States Dollars Four Million Five Hundred and Twenty Thousand and the 4^th^ instalment of the Contract Price of the VESSEL in the amount of US$ 4,520,000.00 say United States Dollars Four Million Five Hundred and Twenty Thousand, as you may have paid to the SELLER under the CONTRACT prior to the delivery of the VESSEL, if and when the same or any part thereof becomes repayable to you from the SELLER in accordance with the terms of the CONTRACT. Should the SELLER fail to make such repayment, we shall pay you the amount the SELLER ought to pay with no interest if cancellation of the CONTRACT is exercised by you for the total loss in accordance with the provisions of Article XII. 2(b) and Article X.4, or together with an interest at the rate of six percent (6%) per annum if the cancellation of the CONTRACT is exercised by you in accordance with the provisions of Article III. 1(c), 2(c), 3(c) or 4(c) or Article VIII.3 (save for any periods of Permissible Delay during which no interest shall accrue) of the CONTRACT within forty five (45) Business Days after our receipt of the relevant written demand from you for repayment.

63 / 71

Hull No. 25110062

However, in the event of any dispute between you and the SELLER in relation to:

(1) whether the SELLER shall be liable to repay the instalment paid by you; and

(2) consequently whether you shall have the right to demand payment from us,

and such dispute is submitted either by the SELLER or by you for arbitration in accordance with Article XIII of the CONTRACT, we shall be entitled to withhold and defer payment until the Final Award is published. We shall not be obligated to make any payment to you unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award then we shall refund to you to the extent the Final Award orders but not exceeding the aggregate amount of this guarantee plus the interest described above. The payment shall be made by us to the bank account specified in the relevant demand within forty five (45) Business Days after the date of receipt by us of (i) a written demand stating that demand has been made upon the SELLER for amounts due pursuant to Article X of the CONTRACT, and that the SELLER has within forty five (45) Business Days failed to comply with the same, and (ii) the Final Award described hereof.

“Final Award” means a published arbitration award in respect of any disputes arising out of or in connection with the CONTRACT where any right of appeal available in respect of such arbitration award under the applicable law is waived/excluded or is not exercised by the BUYER and the SELLER within the time limit under such applicable law and in case of such arbitration award is appealed, the final judgement from any court of competent jurisdiction on such award upon appeal by either the BUYER or the SELLER where any right of appeal available in respect of such judgement under the applicable law is waived/excluded or is not exercised by the BUYER and the SELLER within the time limit under such applicable law.

The said repayment shall be made by us in United States Dollars. This Letter of Guarantee shall become effective from the time of the actual receipt of the1^st^ instalment by the SELLER from you and the amount effective under this Letter of Guarantee shall correspond to the payment of the instalment(s) actually made by you under the CONTRACT prior to the delivery of the VESSEL. However, the 6available amount under this Letter of Guarantee shall in no event exceed the above-mentioned total aggregate amount of the instalment(s) actually paid to the SELLER, together with interest calculated, as described above without interest or, at six percent (6%) per annum, as the case may be for the period commencing from the date of receipt by the SELLER of the respective instalment to the date of repayments thereof.

64 / 71

Hull No. 25110062

All demands, claims and notices in connection with this Letter of Guarantee shall be validly given if sent to us by authenticated SWIFT (SWIFT Code: PCBCCNBJGDX) to be sent through your bank by MT799.

For the avoidance of doubt, in circumstances where arbitration between the SELLER and you concerning cancellation and/or rescission of the CONTRACT, your written demand for repayment of the proceeds available hereunder shall not be issued until the Final Award between the SELLER and you is published, which shall be made in favour of you, declaring your right to cancel and/or rescind justified.

We agree that you may assign part or all of your right and benefit under this letter of guarantee to ABC Financial Leasing Co., Ltd. or Industrial Bank Financial Leasing Co., Ltd. or their respective affiliates (including, without limitation [***]) for the purpose of security for the financing by them of your obligation under the CONTRACT, provided always that any demand for repayment under this letter of guarantee shall be made in your name. If requested by you (or your assignee), we shall provide a written acknowledgement of such assignment in a form acceptable to your assignee.

Our obligations under this letter of guarantee shall not be discharged, impaired, diminished or otherwise prejudiced by any delay in the construction or delivery of the VESSEL howsoever caused or by the giving of any time or indulgence whatsoever granted to the SELLER or by any variation, modification, amendment of or alteration to the CONTRACT (whether or not made with our knowledge), or by the liquidation, insolvency (or any other equivalent procedure) or other financial failure of the SELLER (or any entity of which the SELLER is comprised), or by any invalidity, irregularity or unenforceability, if any, of the terms of the CONTRACT, or by any other act, event or circumstance which could or might, but for this provision, operate to discharge, impair, diminish or otherwise prejudice our obligations under this letter of guarantee.

Any payment by us under this letter of guarantee shall be made without any set-off or counterclaim for any reason whatsoever and without deduction for or on account of any present or future taxes, duties, restriction, conditions of any nature or charges whatsoever unless we are compelled by law to deduct the same. In the later event we shall make the minimum deduction permitted and shall pay such additional amounts to the BUYER as may be necessary in order that the net amount received by the BUYER after such deductions can be equal to the amount which would have been received had no such deduction been required to be made.

65 / 71

Hull No. 25110062

We hereby confirm that we are permitted by our head office and the Laws of the People's Republic of China to issue Guarantees with this wording and especially to designate Laws of England as the applicable law and English Courts as having jurisdiction. With respect to the rules, regulations and requirements of foreign exchange by the State Administration of Foreign Exchange (“SAFE”), i.e. registration or similar directives (if required by Chinese government), we confirm that we have the necessary authorization to transfer funds out of the People's Republic of China in United States Dollars and that this letter of guarantee is valid and enforceable in the People's Republic of China and elsewhere. We also confirm that we have taken all other steps, in addition to those with regard to SAFE, as may be required to ensure that we can transfer funds out of the People's Republic of China in United States Dollars and enforceable in the People's Republic of China and elsewhere.

This Letter of Guarantee shall remain in force until the VESSEL has been delivered to and accepted by you, or refund has been made by the SELLER or ourselves, or until rescission and/or termination of the CONTRACT by the SELLER due to your default under the CONTRACT and no disputation notice from you to us within five (5) Business Days, or until [***] (Delivery Date + 435 days), whichever occurs the earliest, after which you are to return it to us by airmail for cancellation. Upon expiry of this Letter of Guarantee for the aforesaid reasons, this Letter of Guarantee shall automatically become null and void, regardless of whether returned to us for cancellation or not, and any demand received after expiry shall be ineffective..

Unless otherwise defined herein, the terms used herein shall have the meaning assigned in the CONTRACT.

This Letter of Guarantee shall be construed in accordance with and governed by the laws of England. We hereby submit to arbitration by three (3) arbitrators in London (one arbitrator to be appointed by us and the other by you and the third one to be appointed by agreement of those two arbitrators, or by the President of the LMAA if the two party appointed arbitrators cannot agree on such appointment) in accordance with the then prevailing rules of London Maritime Arbitrators Association (“LMAA”) for the purposes of any legal action or proceedings in connection with this Letter of Guarantee. The three arbitrators shall be a full member of the LMAA.

For and on behalf of

China Construction Bank Corporation, Guangdong Branch

66 / 71

Hull No. 25110062

Exhibit “B”: IRREVOCABLE LETTER OF GUARANTEE

FOR THE FIRST, SECOND, THIRD AND FOURTH INSTALMENTS

	Date: [***]
From:	CENTRAL SHIPPING INC.
	Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,<br><br> <br>Marshall Islands MH96960
To:	GUANGZHOU SHIPYARD INTERNATIONAL COMPANY LIMITED<br><br> <br>No.18 Qihang Road, Longxue Street, Nansha District, Guangzhou, China<br><br> <br>and
---	---
	CHINA SHIPBUILDING TRADING CO., LTD.
	56(Yi) Zhongguancun Nan Da Jie, Beijing 100044, China

Dear Sirs,

(1)	In consideration of your entering into a shipbuilding contract dated [***] (the “Shipbuilding Contract”) with ROMAN SHARK IX INC. as the buyer (the “BUYER”) for the construction of one (1) 47,499DWT Chemical/Product Oil Tanker known as<br> Hull No. 25110062 (the “VESSEL”), we, CENTRAL SHIPPING INC., hereby irrevocably, absolutely and unconditionally guarantee, as the primary obligor and not merely as the surety, the due and punctual payment by the BUYER of each and all of the<br> 1^st^, 2^nd^, 3^rd^ and 4^th^ instalments of the Contract Price amounting to a total sum of United States Dollars Twenty Million Three Hundred and Forty<br> Thousand (US$ 20,340,000.00) as specified in (2) below, but whatsoever our liability under this letter of guarantee shall be co-extensive with, and shall not exceed, the liability of the BUYER under the Shipbuilding Contract.
(2)	The instalments guaranteed hereunder, pursuant to the terms of the Shipbuilding Contract, comprise the 1^st^ instalment in the amount of United States Dollars<br> Six Million Seven Hundred and Eighty Thousand (US$ 6,780,000.00), the 2^nd^ instalment in the amount of United States Dollars Four Million Five Hundred and<br> Twenty Thousand (US$ 4,520,000.00), the 3^rd^ instalment in the amount of United States Dollars Four Million Five Hundred and Twenty Thousand (US$ 4,520,000.00)<br> and the 4^th^ instalment in the amount United States Dollars Four Million Five Hundred and Twenty Thousand (US$ 4,520,000.00).
---	---
(3)	We also IRREVOCABLY, ABSOLUTELY and UNCONDITIONALLY guarantee, as primary obligor and not merely as surety, the due and punctual payment by the BUYER of interest on each instalment guaranteed hereunder at the rate of six percent (6%) per<br> annum from and including the first day after the date of instalment in default until the date of full payment by us of such amount guaranteed hereunder.
---	---

67 / 71

Hull No. 25110062

(4)	In the event that you have notified us that the BUYER has failed to punctually pay any instalment guaranteed hereunder or the BUYER has failed to pay any interest thereon, then, upon receipt by us of your first written demand, we shall<br> immediately pay to you or your assignee the instalment(s) stated in your demand to be due and unpaid together with the interest as specified in Paragraph (3) hereof, without inquiring the justification or entitlement of your demand or<br> requesting you to take any or further action, procedure or step against the BUYER or with respect to any other security which you may hold.
(5)	We hereby agree that at your option this Letter of Guarantee and the undertaking hereunder shall be assignable to and if so assigned shall inure to the benefit of any third party designated by you as if any such third party designated by<br> you was originally named herein. This Letter of Guarantee and the undertaking hereunder may be assigned only to (i) your financing banks or financial institutions or (ii) any affiliated company of the SELLER, and in each case upon prior<br> written notice to us.
---	---
(6)	Any payment by us under this Letter of Guarantee shall be made in the United States Dollars by telegraphic transfer to China Construction Bank Corporation, Guangdong Free Trade Zone Branch (with SWIFT Code: PCBCCNBJGDX), as receiving<br> bank nominated by you for credit to the account of Guangzhou Shipyard International Company Limited with its account no. 44050139210200000641 or through other receiving bank to be nominated by you from time to time, in favour of you or your<br> assignee.
---	---
(7)	This Letter of Guarantee and our obligations under this Letter of Guarantee shall not be affected or prejudiced and we shall not withhold and/or delay our payment by the reason of any dispute between you as the SELLER and the BUYER under<br> or in connection with the Shipbuilding Contract or by the BUILDER’s delay in the construction and/or delivery of the VESSEL due to whatever causes or by any variation or extension of their terms thereof (whether or not made with our<br> knowledge), or by any security or other indemnity now or hereafter held by you in respect thereof, or by any time or indulgence granted by you or any other person in connection therewith, or by any invalidity or unenforceability of the<br> terms thereof, or by any act, omission, fact or circumstances whatsoever, which could or might, but for the foregoing, diminish in any way our obligations under this Letter of Guarantee.
---	---
(8)	Any claim or demand shall be in writing signed by one of your officers and may be served on us either by hand or by post or by email in writing and if sent by post to [*] (or such other address as we may notify to you in writing), or<br> by SWIFT (SWIFT CODE: []) via [], or by email to the email address [*].
---	---

68 / 71

Hull No. 25110062

(9)	This Letter of Guarantee shall come into full force and effect upon delivery to you of this Letter of Guarantee and shall continue in force and effect until (i) the VESSEL is delivered to and accepted by the BUYER and the BUYER shall<br> have performed all its obligations for taking delivery thereof, or (ii) until the full payment of all the 1^st^, 2^nd^, 3^rd^ and 4^th^ instalments<br> together with the aforesaid interests by the BUYER or us, whichever occurs earlier.
(10)	The maximum amount, however, that we are obliged to pay to you under this Letter of Guarantee shall not exceed the aggregate amount of United States Dollars Twenty Million Five Hundred and Forty Thousand Six Hundred and Fourteen (US$<br> 20,540,614.00), being an amount equal to:
---	---
(i)	all the 1^st^, 2^nd^, 3^rd^ and 4^th^ instalment guaranteed hereunder in the total amount of United States Dollars Twenty Million Three Hundred and Forty<br> Thousand (US$ 20,340,000.00); and
---	---
(ii)	the interest at the rate of six percent (6%) per annum on the respective instalment each for a period of sixty (60) days in the amount of United States Dollars Two Hundred Thousand Six Hundred and Fourteen (US$ 200,614.00). and no<br> further amounts shall be payable by us under this Letter of Guarantee.
---	---
(11)	All payments by us under this Letter of Guarantee shall be made without any set‑off or counterclaim and without deduction or withholding for or on account of any taxes, duties, or charges whatsoever unless we are compelled by law to<br> deduct or withhold the same. In the latter event we shall make the minimum deduction or withholding permitted and will pay such additional amounts as may be necessary in order that the net amount received by you after such deductions or<br> withholdings shall equal the amount which would have been received had no such deduction or withholding been required to be made.
---	---
(12)	This Letter of Guarantee shall be construed in accordance with and governed by the laws of England. We hereby submit to arbitration by three (3) arbitrators in London (one arbitrator to be appointed by us and the other by you and the<br> third one to be appointed by agreement of those two arbitrators, or by the President of the LMAA if the two party appointed arbitrators cannot agree on such appointment) in accordance with the then prevailing rules of London Maritime<br> Arbitrators Association (“LMAA”) for the purposes of any legal action or proceedings in connection with this Letter of Guarantee. The three arbitrators shall be a full member of the LMAA.
---	---
(13)	This Letter of Guarantee shall have expired as aforesaid, you will return the same to us without any request or demand from us.
---	---

69 / 71

Hull No. 25110062

(14)	We hereby represent and confirm to you that we are permitted by the law of Marshall Islands, and have the corporate power and authority, to issue this Letter of Guarantee with its precise wording and to perform our obligations hereunder<br> and in particular to designate the laws of England as the governing law hereof. With regard to the rules, regulations and requirements of the laws and regulations of Marshall Islands, we hereby confirm that this guarantee is valid and<br> enforceable and confirm further that we have obtained all necessary approvals and authorizations to issue and perform this Letter of Guarantee in United States Dollars.
(15)	We further waive and disclaim all rights whatsoever to claim sovereign immunity for ourselves or our assets in respect of any claim or proceedings brought against us under or in respect of this Letter of Guarantee.
---	---
(16)	The “Business Day(s)”, “Banking Day(s)” and “Day(s)” defined in the Shipbuilding Contact shall have the same meaning when used in this Letter of Guarantee.
---	---

IN WITNESS WHEREOF, we have caused this Letter of Guarantee to be signed and delivered by our duly authorized representative the day and year above written.

Very Truly Yours,

For and on behalf of

CENTRAL SHIPPING INC.

By:
Name:
---
Title:

70 / 71

Hull No. 25110062

Exhibit “C”: SUBCONTRACTORS LIST

No.	Name	Address	Mainly type of job
1	Guangdong Guangxin<br><br> <br>Shipbuilding& Heavy<br><br> <br>Industry Co. Ltd	Zhongshan,<br><br> <br>Guangdong, China	Hull structure and block construction
2	Foshan Shunde<br><br> <br>Huaxing Shipyard	Foshan, Guangdong,<br><br> <br>China	Hull structure and block construction
3	Guangdong Guangli<br><br> <br>Ship Engineering CO.,<br><br> <br>Ltd.	Nansha District,<br><br> <br>Guangzhou, China	Hull structure and block construction
4	Fujian Fuchuan Yifan<br><br> <br>New Energy Equipment<br><br> <br>Manufacturing Co., Ltd.	Zhangpu County,<br><br> <br>Zhangzhou, China	Hull structure and block construction
5	Guangzhou Huayue<br><br> <br>Marine Equipment Co.,<br><br> <br>Ltd.	Zhongshan,<br><br> <br>Guangdong, China	Hull structure and block construction

71 / 71

Exhibit 4.22

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”) is entered into as of February 20, 2026, by and between Central Mare Inc., a Marshall Islands corporation (the “Seller”), and Rubico Inc., a Marshall Islands corporation (the “Buyer”). The Seller and the Buyer are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Seller owns five hundred (500) registered shares, without par value (the “Shares”) of ROMAN SHARK IX INC., a Marshall Islands corporation (the “Company”), representing all of the issued and outstanding shares of the Company;

WHEREAS, the Company entered into a shipbuilding contract dated February 3, 2026 (the “Shipbuilding

        Contract”\) with GUANGZHOU SHIPYARD INTERNATIONAL COMPANY LIMITED and CHINA SHIPBUILDING TRADING CO., LTD. for the construction of one 47,499 dwt chemical/product oil carrier with hull no. 25110062 \(the “Vessel”\) at Guangxin
      Shipbuilding & Heavy Industry Co., Ltd. located in Zhongshan, China;

WHEREAS, the Company has finalized the main terms of a time charterparty with Trafigura Maritime Logistics Pte. Limited in respect of the Vessel evidenced by a recapitulation email dated January 16, 2026 (the “Time Charter”);

WHEREAS, the Seller has arranged a sale and leaseback transaction with ABC Financial Leasing Co., Ltd for the financing in part of the acquisition cost of the Vessel (the “Financing”);

WHEREAS, the Buyer has indicated to the Seller its desire to proceed with the acquisition and the Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, the Shares, representing 100% of the authorized, issued and outstanding shares of the Company, on the terms and conditions herein contained;

NOW, THEREFORE, in consideration of the respective representations, warranties and agreements contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF THE SHARES; CLOSING

Section 1.1 Purchase and Sale of the Company. At the Closing (as defined below), subject to the terms and conditions herein contained, the Seller shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, the Shares, together with all rights and interests associated therewith.

Section 1.2 Purchase Price. In consideration of the sale, conveyance, transfer, assignment and delivery of the Shares to the Buyer at Closing, the Buyer hereby agrees to pay to the Seller the aggregate purchase price of $4,235,506 (the “Purchase Price”), which shall be payable no later than March 31, 2026 in cash by wire transfer to an account nominated by the Seller to the Buyer separately in writing. In case the Purchase Price is not settled by the time it is due, the Seller can demand that such Purchase Price be settled via the issuance by the Buyer to the Seller within 5 Business Days of demand of an equivalent dollar amount (the “Stated Amount”) of Series G Perpetual Convertible Preferred Shares (the “Series G Shares”), the rights

and privileges of which are substantially in the form described under their Statement of Designations included in Schedule B hereunder. Such Stated Amount will be equal to the aggregate Liquidation Preference (as defined in such Statement of Designation) of the Series G Shares issued in settlement of such Purchase Price.

Section 1.3 Closing. The consummation of the purchase and sale of the Shares (the “Closing”) shall take place at the offices of Central Mare Inc. at 20 Iouliou Kaisara Str, Paiania 19002, Athens, Greece, on a date to be mutually agreed upon by the Parties (the “Closing Date”), but in no event later than March 31, 2026 (the “Cancellation Date”).

Section 1.4 Deliverables. On the Closing Date, subject to the terms and conditions herein contained, (i) the Seller shall deliver to the Buyer (a) the Shares free and clear of any and all charges, claims, conditions, encumbrances, equitable interests, liens, mortgages, options, pledges, rights of refusal, security interests or restrictions of any kind, including any restrictions on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership, in each case of any nature whatsoever (collectively, “Liens”) and not including any Liens arising under the Financing or any restrictions on the resale of the Shares under the Securities Act of 1933, as amended (the “Securities Act”) or under applicable state securities laws, in certificated form, registered in the name of the Buyer or its designated nominee (or, if applicable, stock powers duly executed in blank, proper form for transfer), together with any necessary assignment documents in form and substance included in Section 6.2 and as reasonably requested by the Buyer and an updated stock ledger reflecting the transfer to the Buyers of the Shares; and (ii) the Buyer shall have (A) paid the Purchase Price to the account nominated by the Seller as set forth in Section 1.2 hereof or (B) issued and delivered or cause to be delivered to the Seller, a certificate or certificates representing the number of validly issued, fully paid and non-assessable shares of Common Stock to which such holder shall be entitled as aforesaid.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Buyer that the statements in the following sections of this Article II are true and correct as of the date of this Agreement and as of the Closing Date:

Section 2.1 Organization and Good Standing. The Company is duly organized, validly existing and in good standing under the laws of the Republic of the Marshall Islands and has all requisite corporate power and authority to own, lease, operate and hold its respective properties and assets and to conduct its respective business as is now conducted and as currently contemplated to be conducted, and is authorized to do business in all jurisdictions material to the conduct of its respective business. The Seller has heretofore delivered to the Buyer complete and correct copies of the Articles of Incorporation, Bylaws or other organizational documents (the “Constitutional Documents”) of the Company, in each case, as currently in effect, together with copies of all minutes of meetings and resolutions of shareholders and directors of the Company (the “Company Corporate Records”). The Company Corporate Records are accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all applicable laws and in compliance with the Company’s Constitutional Documents. The Company is not in default under or in violation of its Constitutional Documents.

Section 2.2 Authority and Enforceability. The Seller has the full legal right and requisite corporate power and authority and has taken all action necessary in order to execute, deliver and perform fully its obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement has been duly and validly authorized, executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defense.

Section 2.3 Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Seller nor the consummation of the transactions contemplated by this Agreement will (i) conflict with or result in any breach of any provision of the Constitutional Documents of the Company; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any national, federal, regional, state, multi-state, municipal or other governmental authority of any nature, including any court, subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any regulatory or taxing authority (any such governmental authority or body, a “Governmental Body”), other than those that have been made or obtained; (iii) cause the Seller or the Company to violate or contravene any provision of law, any rule or regulation of any Governmental Body, or any order, writ, judgment, injunction, decree, determination or award, binding upon or applicable to the Seller or the Company or their respective assets; (iv) result in a default (or give rise to any right of amendment, termination, cancellation, consent, change of control provisions, acceleration or loss of a material benefit) under the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, lease, sublease, license, obligation, commitment, purchase order or other agreement, commitment, instrument, permit, concession, or obligation, written or oral, including the Shipbuilding Contract (each, a “Contract”) to which the Seller or the Company or any of their respective assets may be bound, except in such cases where the requisite waivers or consents have been obtained or are due to be obtained prior to Closing; or (v) result in the creation of any Lien upon any of the properties or assets of the Seller or the Company under the terms, conditions or provisions of any Contract, instrument or other obligation to which the Seller or the Company or any of their respective assets may be bound or affected.

Section 2.4 Capitalization. The Company is authorized to issue five hundred (500) registered shares, without par value. The Shares represent all of the authorized, issued and outstanding shares of the Company. All of the Shares are duly authorized, validly issued, fully paid and non-assessable and are owned legally by the Seller. Other than this Agreement, there is no subscription, option, warrant, preemptive right, call right or other right, agreement or commitment of any nature relating to the voting, issuance, sale, delivery or transfer (including any right of conversion or exchange or right of first refusal under any outstanding security or other instruments) by the Seller of the Shares, and there is no obligation on the part of the Seller to grant, extend or enter into any of the foregoing. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Shares or any other equity or voting interests in the Company. No claim has been made or, to the knowledge of the Seller, threatened against the Seller or the Company asserting that any person other than the Seller is the holder of the Shares or any other equity or voting interests in the Company.

Section 2.5 Ownership of the Shares. The Seller is the sole legal owner and holder of, and has good, valid and marketable title to, the Shares to be sold pursuant to this Agreement, free and clear of any Liens. At the Closing, the Seller will transfer, assign and deliver good and marketable title to the Shares to the Buyer, free and clear of all Liens.

Section 2.6 Contracts. The Company is a party to the Shipbuilding Contract relating to the Vessel to be constructed, and acquired by it, thereunder (as set forth in Schedule A) and has performed all obligations required to be performed by it and is in compliance with all the terms and conditions contained therein. The Seller has delivered or made available to the Buyer true and complete copies, including all amendments and supplements thereof, of the Shipbuilding Contract.

The Company has the full legal right and requisite corporate power and authority and has taken all action necessary in order to execute, deliver and perform fully its obligations under the Shipbuilding Contract and to consummate the transactions contemplated herein. The Shipbuilding Contract has been duly and validly authorized, executed and delivered by the Company.

Section 2.7 No Litigation. There is no action, suit, claim, investigation, litigation, legal, administrative, arbitration or other proceeding pending against the Seller or the Company, or, to the knowledge of the Seller, threatened against the Seller or the Company, nor is the Seller or the Company subject to or bound by any outstanding order, judgment, injunction, award or decree of any Governmental Body, relating to the Seller or the Company or any of their respective properties or assets or which questions the validity of this Agreement or any of the transactions contemplated hereby or any action taken or to be taken pursuant hereto or which seeks to prohibit, enjoin or otherwise challenge any of the transactions contemplated hereby.

Section 2.8 No Unlawful Payments. Neither the Seller nor the Company, nor any director, shareholder, officer, agent, employee or other person associated with or acting on behalf of the Seller or the Company, as applicable, has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; or (iii) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any supplier, customer, licensor, contractor, politician, government employee or other person.

Section 2.9 No Subsidiaries. The Company does not, directly or indirectly, own any stock or other equity interest in any other corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization or other entity.

Section 2.10 Personnel. The Company has no employees.

Section 2.11 Full Disclosure. No representation or warranty by the Seller in this Agreement and no statement contained in any document or other writing furnished or to be furnished to the Buyer pursuant to the provisions hereof, when considered with all other such documents or writings, contain or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the statements made herein or therein untrue, inaccurate or not misleading. Nothing has been withheld from the material provided to the Buyer that would render such information untrue or misleading.

Section 2.12 Adequate Information. The Seller (i) has sufficient knowledge and experience in business, financial and investment matters so as to be able to evaluate the risks and merits of the sale of the Shares and of protecting its own interests in connection with the sale of the Shares; (ii) is a sophisticated person with respect to the sale of the Shares; (iii) has adequate information concerning the business and financial condition, prospects and plans of the Company to make an informed decision regarding the sale of the Shares; and (iv) has independently and without reliance upon the Buyer, and based on such information as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that the Buyer has not given the Seller any investment advice or opinion on whether the sale of the Shares is prudent or suitable and the Seller is not relying on any representation or warranty by the Buyer except as expressly set forth in this Agreement.

Section 2.13 No General Solicitation. Neither the Seller nor any nominee thereof has offered any Shares by any means of general solicitation or advertising (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees have been invited by general solicitation or advertising.

Section 2.14 No Brokers or Finders. No broker or finder has been engaged by the Seller in connection with the transactions contemplated in this Agreement, and no commission, finder’s fees or other similar compensation or remuneration is payable to any person as a result of the Seller’s actions in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein.

Section 2.15 Exemption from Registration. The Shares are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER REGARDING THE SHIPBUILDING CONTRACT

The Seller represents and warrants to the Buyer that as of the date hereof and at the Closing Date:

Section 3.1 Title to Shipbuilding Contract. The Company shall hold the legal title to, and own the entire beneficial interest in each Shipbuilding Contract.

Section 3.2 No Liens. The Company is free of all Liens, except from Liens arising under the Financing.

Section 3.3 Performance of Shipbuilding Contract. The Company shall:

(a) observe and perform all its obligations and meet all its liabilities under or in connection with the Shipbuilding Contract;

(b) use all reasonable endeavours to ensure performance and observance by the other parties of their obligations and liabilities under the Shipbuilding Contract; and

(c) take any action, or refrain from taking any action, which the Buyer may specify in connection with any breach, or possible future breach, of a Shipbuilding Contract by the Company or any other party or with any other matter which arises or may later arise out of or in connection with that Shipbuilding Contract.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Seller that the statements in the following sections of this Article IV are true and correct as of the date of this Agreement and as of the Closing Date:

Section 4.1 Organization, Good Standing. The Buyer is duly organized, validly existing and in good standing under the laws of the Republic of the Marshall Islands, and has all corporate power and authority to own, lease, operate and hold its properties and assets and to conduct its business as is now conducted and as currently contemplated to be conducted, and is authorized to do business in all jurisdictions material to the conduct of its business.

Section 4.2 Authority and Enforceability. The Buyer has the full legal right and requisite corporate power and authority and has taken all action necessary in order to execute, deliver and perform fully its obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement has been duly and validly authorized, executed and delivered by the Buyer and constitutes the valid and binding obligation of the Buyer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defense.

Section 4.3 Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Buyer nor the consummation of the transactions contemplated by this Agreement will (i) conflict with or result in any breach of any provision of the Buyer’s Constitutional Documents; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body, other than those that have been made or obtained; (iii) cause the Buyer to violate or contravene any provision of law, any rule or regulation of any Governmental Body, or any order, writ, judgment, injunction, decree, determination or award, binding upon or applicable to the Buyer or its assets; (iv) result in a default (or give rise to any right of amendment, termination, cancellation, consent, acceleration or loss of a material benefit) under the terms, conditions or provisions of any Contract to which the Buyer or any of its assets may be bound, except in such cases where the requisite waivers or consents have been or will be obtained; or (v) result in the creation of any Lien upon any of the properties or assets of the Buyer under the terms, conditions or provisions of any Contract, instrument or other obligation to which the Buyer or any of its assets may be bound or affected.

Section 4.4 No Litigation. There is no action, suit, claim, investigation, litigation, legal, administrative, arbitration or other proceeding pending against the Buyer or, to the knowledge of the Buyer, threatened against the Buyer, nor is the Buyer subject to or bound by any outstanding orders, judgments, injunctions, awards or decrees of any Governmental Body, which questions the validity of this Agreement or any of the transactions contemplated hereby or any action taken or to be taken pursuant hereto or which seeks to prohibit, enjoin or otherwise challenge any of the transactions contemplated hereby.

Section 4.5 No Registration. The Shares purchased by the Buyer pursuant to this Agreement are being acquired for investment purposes only and not with a view to any public distribution thereof in violation of any securities laws, and the Buyer shall not offer to sell or otherwise dispose of the Shares so acquired by it in violation of any of the registration requirements of the Securities Act. The Buyer acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in all of the Shares. The Buyer understands that, when delivered to the Buyer at the Closing, none of the Shares will be registered pursuant to the Securities Act and that all of the Shares will constitute “restricted securities” under the federal securities laws of the United States. Each certificate for Shares shall bear the following legend:

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE LAWS OR (II) AN APPLICABLE EXEMPTION THEREFROM AND AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.”

Section 4.6 Independent Investigation. The Buyer has had the opportunity to conduct to its own satisfaction independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties of the Seller set forth in Article II hereof and the other information provided by the Seller.

Section 4.7 No Brokers or Finders. No broker or finder has been engaged by the Buyer in connection with the transactions contemplated in this Agreement, and no commission, finder’s fees or other similar compensation or remuneration is payable to any person as a result of the Buyer’s actions in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein.

ARTICLE V

COVENANTS

Section 5.1 Conduct of Business Pending Closing. The Buyer and the Seller agree that between the date of the execution of this Agreement and the Closing Date, (i) the Seller shall, or shall cause the Company to, conduct the business and maintain and preserve the assets of the Company in the ordinary course of business; (ii) the Buyer and the Seller shall use their reasonable efforts to cause all of the representations and warranties in Article II, Article III and Article IV hereof, as applicable to such Party, the Shipbuilding Contract or the Vessel, to continue to be true and correct; (iii) the Seller shall ensure that the Company does not issue any equity, incur any debt, other than the Financing, or enter into any other Contract, without the Buyer’s prior written approval; and (iv) the Seller shall ensure that the Company shall not cause or, to the extent reasonably within its control, permit any Liens to attach to the Vessel to be owned by it.

Section 5.2 Further Assurances. The Seller shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered to the Buyer such certificates, assignments or other instruments of ownership, transfer, assignment and conveyance, in form and substance reasonably satisfactory to Buyer, as shall be necessary to vest in the Buyer all of the right, title and interest in and to the Shares undertaken to be sold to the Buyer by the Seller pursuant to this Agreement, free and clear of all Liens, debts, dues and duties of whatsoever nature, and any other document reasonably requested by the Buyer in connection with this Agreement.

Section 5.3 Governmental Filings. As promptly as practicable after the execution of this Agreement, each Party shall, in cooperation with the other, file any reports or notifications that may be required to be filed by it under applicable law, if any.

Section 5.4 Further Consents. After the Closing Date, the Seller shall obtain any consents or approvals or assist in any filings reasonably required in connection with the transactions contemplated hereby that are requested by Buyer and that have not been previously obtained or made.

Section 5.5 Public Announcements. Neither Party shall, without the prior approval of the other Party, issue, or permit any of its partners, stockholders, directors, officers, employees, members, managers, agents to issue, any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby, except as may be required by law, Governmental Body or stock market regulations to which the relevant Party is accountable.

Transfer Restrictions. Any Series G Shares and any shares of common stock of the Buyer issued upon conversion of such Series G Shares shall not be sold or traded on any securities exchange or public market until December 15, 2029 and any transferee or other holder of such Series G Shares or shares of common stock of the Buyer prior to December 15, 2029 must agree to be bound by such terms. Any Common Shares issued on conversion of the Series G Perpetual Convertible Preferred Shares prior to December 15, 2029 will bear a legend substantially in the following form, in addition to any legends appropriate to such shares’ status as “restricted securities” under federal securities laws.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN SHARE PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE INITIAL SECURITY HOLDER(S) DATED ____________, 2026, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.

ARTICLE VI

CONDITIONS TO CLOSING

Section 6.1 Conditions to Obligations of Seller. At the Closing, the obligation of the Seller to sell the Shares to the Buyer is subject to the fulfillment at the Closing of the following conditions:

(a) Accuracy of Buyer Representations and Warranties; Compliance. The representations and warranties of the Buyer contained in Article IV of this Agreement shall be true and correct in all material respects at and as of the Closing Date as though then made, and Buyer shall have performed and complied in all material respects with all conditions and agreements required by this Agreement to be performed and complied with by it on or prior to the Closing Date.

(b) Legal Investment. On the Closing Date, the purchase and sale of the Shares shall be permitted by the laws and regulations of each relevant jurisdiction.

(c) No Actions Pending. There shall be no suit, action, investigation, inquiry or other proceeding by any Governmental Body or other person or entity pending or threatened in writing that challenges, or has the effect of interfering with, the validity or legality of the transactions contemplated in this Agreement.

Section 6.2 Conditions to Obligations of Buyer. The obligation of the Buyer to purchase the Shares from the Seller is subject to the fulfillment at the Closing of the following conditions:

(a) Accuracy of Seller Representations and Warranties; Compliance. The representations and warranties of the Seller contained in Article II of this Agreement shall be true and correct in all material respects at and as of the Closing Date as though then made, and the Seller shall have performed and complied in all material respects, with all conditions and agreements required by this Agreement to be performed and complied with by it on or prior to the Closing Date.

(b) Legal Investment. On the Closing Date, the purchase and sale of the Shares shall be permitted by the laws and regulations of each relevant jurisdiction.

(d) No Material Adverse Change. Between the date of the execution of this Agreement and the Closing Date, there shall not have been any material adverse change in the condition, financial or otherwise, or the business affairs or assets, of the Company.

(e) Conclusion of Financing. On the Closing Date, the Seller will have arranged for the financing of up to 85% of the contract price of the Vessel that includes financing of the pre-delivery installments payable under the Shipbuilding Contract at the rate of Term SOFR plus a margin of 1.80%, with no asset cover requirement during the tenor of the Time Charter.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a) by the mutual written agreement of the Seller and the Buyer;

(b) by the Buyer if any of the conditions set forth in Section 6.1 hereof shall have become incapable of fulfillment, by reason other than the Buyer’s negligent or willful failure to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by the Buyer, and such conditions shall not have been waived by the Buyer;

(c) by the Seller if any of the conditions set forth in Section 6.2 hereof shall have become incapable of fulfillment, by reason other than the Seller’s negligent or willful failure to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by the Seller, and such conditions shall not have been waived by the Seller; or

(d) by either Party by written notice thereof to the other Party, if the Closing contemplated hereby shall not have been consummated on or before the Cancellation Date.

Section 7.2 No Further Liability. Subject to Section 7.4, if this Agreement is terminated in accordance with Section 7.1 hereof, (i) neither Party shall have any further obligation or liability under this Agreement, other than by reason of a breach or default by a Party hereunder; and (ii) any monies, instruments or documents of any Party held in escrow or transferred to the other Party in connection with the transactions contemplated herein with respect to which the Closing shall not have occurred shall be immediately returned to such Party. For the further avoidance of doubt, any such termination shall not have any effect whatsoever on any transactions contemplated herein with respect to which the Closing has occurred.

Section 7.3 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party, its managers, directors, officers, members, partners, shareholders, employees, attorneys, accountants, agents and representatives and their successors and assigns from and against all liabilities, losses, damages or expenses (including, without limitation, reasonable attorney’s fees and disbursements) based upon or arising out of (i) any inaccuracy or breach of any representation or warranty of such indemnifying Party herein, and (ii) any breach of any covenant or agreement of such indemnifying Party herein.

Section 7.4 Survival. The representations, warranties, covenants and agreements of each of the Parties under this Agreement shall survive the Closing. Furthermore, Section 7.2 and Section 7.3 hereof shall survive the termination of this Agreement.

Section 7.5 Expenses. Each of the Parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder, except as provided in Section 7.3.

Section 7.6 Assignment. This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, provided, however, that a party may not assign this Agreement without the prior written consent of the other party.

Section 7.7 Notices. Any notice, request, instruction or other document to be given hereunder by any Party to the other shall be in writing and delivered by hand or by a courier service or shall be sent by facsimile or electronic mail to the address for such Party set forth below:

If to the Seller:	c/o Central Mare Inc.<br><br> <br>20 Iouliou Kaisara Str<br><br> <br>Paiania 19002<br><br> <br>Athens, Greece<br><br> <br>Email: at@centralgroup.ch
If to the Buyer:	c/o Rubico Inc.<br><br> <br>20 Iouliou Kaisara Str<br><br> <br>Paiania 19002<br><br> <br>Athens, Greece<br><br> <br>Attention: Nikolaos Papastratis<br><br> <br>Facsimile: +30210 8128126<br><br> <br>Email: npapastratis@Rubicoinc.com
With a copy to (which shall not constitute notice):	Watson Farley & Williams LLP<br><br> <br>120 West 45th Street<br><br> <br>New York, NY 10036<br><br> <br>Attn: Will Vogel<br><br> <br>Email: wvogel@wfw.com

or to such other place and with such other copies as either Party may designate as to itself by written notice to the other. All such notices, requests, instructions or other documents shall be deemed to have been delivered (i) in the case of personal delivery or delivery by courier, on the date of such delivery, (ii) in the case of delivery by electronic mail, when receipt is acknowledged and (iii) in the case of mailing, on the third Business Day (meaning any day of the year on which national banking institutions in the United States, Switzerland and Greece are open to the public for conducting business and are not required or authorized to close) after the posting thereof. Whenever any notice is required to be given by law or this Agreement, a written waiver thereof signed by the Party entitled to such notice, whether before or after the time stated at which such notice is required to be given, shall be deemed equivalent to the giving of such notice.

Section 7.8 Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. No supplement, modification, amendment or waiver of this Agreement shall be binding unless executed in writing by each Party to the Agreement. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 7.9 Headings. Headings contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision hereof.

Section 7.10 Further Assurances. From and after the Closing, upon the request of a Party, the other Party will execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

Section 7.11 Choice of Law. This Agreement shall be construed and interpreted, and the rights of the Parties determined, in accordance with the laws of the State of New York, without regard to principles of conflicts of law.

Section 7.12 Jurisdiction. Each of the Seller and the Buyer (i) irrevocably submits to the co-exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York County for the purposes of any suit, action or proceeding arising out of or relating to this Agreement and (ii) waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceedings in improper. Each of the Seller and the Buyer consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address set forth in Section 7.7 and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.12 shall affect or limit any right to serve process in any other manner permitted by law.

Section 7.13 WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.

Section 7.14 Remedies. In addition to any remedies either Party may have in law, each Party shall be entitled to apply to any court of competent jurisdiction (without posting bond or other security) to enjoin any actual or threatened breach or default under this Agreement and shall also be entitled to seek specific performance of this Agreement. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any Party at law or in equity or otherwise.

Section 7.15 Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 7.16 No Third Party Beneficiary Rights. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or other rights of any kind in any client, customer, affiliate, stockholder, member, or partner of any Party hereto or any other person or entity unless specifically provided otherwise herein, and, except as so provided, all provisions hereof will be personal solely between the Parties hereto.

Section 7.17 Counterparts. This Agreement may be executed in two or more counterparts, and all such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. Portable document format (PDF) signatures shall be treated as original signatures for all purposes hereunder.

(Signature Page Follows)

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

BUYER:
By:	/s/ Nikolaos Papastratis
Name:	Nikolaos Papastratis
Title:	CFO, Director
SELLER
By:	/s/ Penelope Platsouka
Name:	Penelope Platsouka
Title:	Director

(Signature Page to Roman Shark IX Inc. Share Purchase Agreement)

Schedule A

Shipbuilding Contract

Schedule B

Statement of designations of the Series G Perpetual Convertible Preferred Shares

Exhibit 4.23

1 Dated: 2 ROMAN SHARK IX INC., a corporation incorporated under the laws of the Republic of Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and 3 TIANJIN JINHAI SANSHISI LEASING CO., LTD. (天津津海三十四租赁有限公司), a corporation incorporated under the laws of the People's Republic of China whose registered address is at Room 202, No.6262, Aozhou Road, Tianjin Pilot Free Trade Zone (Dongjiang Free Trade Port Zone) (Tianjin Dongjiang Business Secretarial Service Co., Ltd. Free Trade Zone Branch, No. ) (Name of buyers), hereinafter called the “Buyers”, have agreed to buy: 4 Name of vessel: TBC 5 HullIMO Number: 25110062 6 Classification Society: As per Shipbuilding Contract 7 Class Notation: As per Class Certificate 8 Year of Build: 20 Builder/Yard: Guangzhou Shipyard International Company Limited 9 Flag: Marshall Islands or any other flag state approved by the Buyers Place of Registration: Marshall Islands GT/NT: As per Shipbuilding Contract / 10 hereinafter called the “Vessel”, on the following terms and conditions: 11 Definitions 12 “Agreement” means this memorandum of agreement which shall for the avoidance of doubt, include the rider provisions from Clauses 19 (Payment of Purchase Price by Buyers) to 34 (Definitions). “Banking Days" are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and (add additional jurisdictions as appropriate). 13 14 15 “Buyers’ Nominated Flag State” means the Marshall Islands or any other flag state of the Vessel as may be agreed in writing by the Buyers and the Sellers (state flag state). 16 “Class" means the class notation referred to above. 17 “Classification Society" means the Society referred to above. "Dollars" or "$" mean United States dollars, being the lawful currency of the United States of America. 18 "Deposit" shall have the meaning given in Clause 2 (Deposit) 19 20 “Deposit Holder” means (state name and location of Deposit Holder) or, if left blank, the Sellers’ Bank, which shall hold and release the Deposit in accordance with this Agreement. 21 22 “In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax. 23 “Parties” means the Sellers and the Buyers. 24 “Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price). 25 “Sellers’ Account” means (state details of bank account) at the Sellers’ Bank. 26 “Sellers’ Bank” means (state name of bank, branch and details) or, if left blank, the bank Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. 27 notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price. 28 1. Purchase Price - (See Clause 19 (Payment of Purchase Price by Buyers)) 29 The Purchase Price is (state currency and amount both in words and figures). 30 2. Deposit - intentionally omitted 31 32 33 34 As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of % ( per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the “Deposit”) in an interest bearing account for the Parties with the Deposit Holder within three (3) Banking Days after the date that: 35 36 (i) this Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and 37 38 (ii) the Deposit Holder has confirmed in writing to the Parties that the account has been opened. 39 40 41 42 The Deposit shall be released in accordance with joint written instructions of the Parties. Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay. 43 3. Payment (See Clause 19 (Payment of Purchase Price by Buyers)) 44 45 46 On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices): 47 (i) the Deposit shall be released to the Sellers; and 48 49 50 (ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank charges to the Sellers’ Account. 51 4. Inspection - intentionally omitted 52 53 54 55 (a)* The Buyers have inspected and accepted the Vessel's classification records. The Buyers have also inspected the Vessel at/in (state place) on (state date) and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement. 56 57 (b)* The Buyers shall have the right to inspect the Vessel's classification records and declare whether same are accepted or not within (state date/period). 58 59 The Sellers shall make the Vessel available for inspection at/in (state place/range) within (state date/period). 60 61 The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred. 62 The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. 63 64 During the inspection, the Vessel's deck and engine log books shall be made available for examination by the Buyers. 65 66 67 68 The sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy-two (72) hours after completion of such inspection or after the date/last day of the period stated in Line 59, whichever is earlier.

69 70 71 72 Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel's classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null and void. 73 74 *4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4(a) shall apply. 75 5. Time and place of delivery and notices - (See Clause 27 (Notice, Time and Place of Delivery)) 76 77 (a) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage at/in (state place/range) in the Sellers' option. 78 Notice of Readiness shall not be tendered before: (date) 79 Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii) and 14): 80 81 82 (b) The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with twenty (20), ten (10), five (5) and three (3) days’ notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery. 83 84 When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery. 85 86 87 88 89 90 91 92 93 94 (c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79. 95 96 97 If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect. 98 99 100 (d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling Date. 101 102 103 (e) Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void. 104 6. Divers Inspection / Drydocking - intentionally omitted 105 106 107 108 109 110 111 112 113 114 115 116 117 (a)* (i) The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

118 119 120 121 their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection. 122 123 124 125 126 127 128 129 130 131 (ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel's underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society's rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society's attendance. 132 133 134 135 136 137 138 139 140 141 142 143 144 145 Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established. 146 147 148 149 150 151 152 153 (iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) days. 154 155 156 157 158 159 160 161 162 163 164 165 (b)* The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel's underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society's rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, such defects shall be made good at the Sellers' cost and expense to the satisfaction of the Classification Society without condition/recommendation**. In such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society's fees. The Sellers shall also pay for these costs and expenses if parts of the tailshaft system are condemned or found defective or broken so as to affect the Vessel's class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees. 166 (c) If the Vessel is drydocked pursuant to Clause 6 (a)(ii) or 6 (b) above: 167 168 169 170 (i) The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. 171 172 173 174 175 176 177 178 being in accordance with the Classification Society's rules for tailshaft survey and consistent with the current stage of the Vessel's survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the Vessel's class, those parts shall be renewed or made good at the Sellers' cost and expense to the satisfaction of Classification Society without condition/recommendation**. 179 180 181 182 (ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out or if parts of the system are condemned or found defective or broken so as to affect the Vessel's class, in which case the Sellers shall pay these costs and expenses. 183 184 185 (iii) The Buyers' representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. 186 187 188 189 190 191 192 193 194 195 196 (iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Sellers' or the Classification Society surveyor's work, if any, and without affecting the Vessel's timely delivery. If, however, the Buyers' work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers' work shall be for the Buyers' risk, cost and expense. In the event that the Buyers' work requires such additional time, the Sellers may upon completion of the Sellers' work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not. 197 198 *6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 (a) shall apply. 199 200 **Notes or memoranda, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. 201 7. Spares, bunkers and other items 202 203 204 205 206 207 208 209 210 The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of Delivery inspection used or unused, whether on board or not shall become the Buyers' property, but spares on order are excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment. Any bunkers and unused lubricating oils and greases in storage tanks and unopened drums at the time of Delivery of the Vessel shall be taken over by the Buyers, at no cost to the Buyers. 211 212 213 Library and forms exclusively for use in the Sellers' vessel(s) and captain's, officers’ and crew's personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items: (include list) 214 215 Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: (include list) 216 217 218 Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense. The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and

219 greases in storage tanks and unopened drums and pay either: 220 (a) *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or 221 222 (b) *the current net market price (excluding barging expenses) at the port and date of delivery of the Vessel or, if unavailable, at the nearest bunkering port, 223 for the quantities taken over. 224 225 Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price. 226 227 228 "inspection" in this Clause 7, shall mean the Buyers' inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date. 229 230 *(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply. 231 8. Documentation - intentionally omitted 232 The place of closing: 233 234 (a) In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the following delivery documents: 235 236 237 238 (i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State; 239 240 (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement; 241 242 243 (iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); 244 245 246 247 248 (iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel; 249 250 251 (v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation; 252 253 254 255 256 257 258 (vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered; 259 260 261 262 263 264 (vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel's registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel's registry; Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

265 (viii) Commercial Invoice for the Vessel; 266 (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; 267 268 269 (x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communications contract which is to be sent immediately after delivery of the Vessel; 270 271 272 273 (xi) Any additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and 274 275 (xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation. 276 (b) At the time of delivery the Buyers shall provide the Sellers with: 277 278 (i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and 279 280 281 (ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). 282 283 284 (c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language. 285 286 287 288 289 (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. 290 291 292 293 294 (e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies. 295 296 297 (f) Other technical documentation which may be in the Sellers' possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers have the right to take copies of same. 298 299 (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. 300 9. Encumbrances Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. 301 The Sellers warrant that the Vessel, at the time of deliveryDelivery, is free from all charters (other than the Bareboat Charter and the Initial Sub-charter), encumbrances, mortgages and maritime liens (whether maritime or otherwise) or any other debts whatsoever, and is not subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred prior to the time of deliveryDelivery. 302 303 304 305 306 10. Taxes, fees and expenses 307 308 309 Any taxes, fees and expenses in connection with the purchase of the Vessel and registration in the Buyers' Nominated Flag State and shall be for the Buyers' account, whereas similar charges in connection with the closing of the Sellers' register shall be for the Sellers' account.

Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. 310 11. Condition on delivery 311 312 313 The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted. 314 315 316 However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting the Vessel's class, and with her classification certificates and national certificates, as well as all other 317 318 319 certificates the Vessel had at the time of inspectionDelivery, valid and unextended without condition/recommendation* by the Classification Society or the relevant authorities at the time of deliveryDelivery. 320 321 322 "inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4(a) or 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date. 323 324 *Notes and memoranda, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. 325 12. Name/markings - intentionally omitted 326 327 Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings. 328 13. Buyers' default - intentionally omitted 329 330 331 332 333 334 335 336 Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest. Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest. 337 14. Sellers' default 338 Should the Sellers fail to give Notice of Readiness in accordance notice of the Scheduled Delivery Date by serving a Payment Notice in respect of the Delivery Instalment under with Clause 27 (Notice, Time and Place of Delivery) Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness a Payment Notice in respect of the Delivery Instalment has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness Payment Notice in respect of the Delivery Instalment given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to them immediately. 339 340 341 342 343 344 345 346 Should the Sellers fail to give Notice of Readiness a Payment Notice in respect of the Delivery Instalment by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.in accordance with Clause 43 (Fees and Expenses) of the Bareboat Charter, and this Agreement shall immediately terminate and be cancelled without the need for either Buyers or Sellers to take any action whatsoever. 347 348 349 350 15. Buyers' representatives - intentionally omitted

351 352 353 After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense. 354 355 356 357 These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers' P&I Club’s standard letter of indemnity prior to their embarkation. 358 16. Law and Arbitration (See Clause 33 (Governing Law and Jurisdiction)) 359 360 361 362 (a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement 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. 363 364 365 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. 366 367 368 369 370 371 372 373 374 375 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 a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement. 376 377 378 In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 379 380 381 382 383 384 385 386 (b) *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgment may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. 387 388 389 In cases where neither the claim nor any counterclaim exceeds the sum of US$ 100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. 390 391 392 (c) This Agreement shall be governed by and construed in accordance with the laws of (state place) and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at (state place), subject to the procedures applicable there. 393 394 *16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16(a) shall apply. 395 17. Notices - (See Clause 28 (Notices)) 396 All notices to be provided under this Agreement shall be in writing. 397 Contact details for recipients of notices are as follows: 398 For the Buyers:

EXECUTION VERSION	JINGHAI SANSHISI - 2026 - MOA

RIDER CLAUSES TO MEMORANDUM OF AGREEMENT

DATED ____________________ 2026

CLAUSE 19 – PAYMENT OF PURCHASE PRICE BY BUYERS

(a)	The purchase price ("Purchase Price") of the Vessel shall be 85% of the lesser of:
(i)	the Shipbuilding Contract Price; and
---	---
(ii)	US$45,200,000.
---	---
(b)	Subject to the provisions of this Agreement:
---	---
(i)	the Sellers hereby agree to sell and transfer all rights, title and interest in the Vessel absolutely, with full title guarantee, on the Delivery Date; and
---	---
(ii)	in consideration of the Sellers' agreement under sub-paragraph (i) above, the Buyers hereby agree to pay the Purchase Price by way of four (4) separate instalments comprising of:
---	---
(1)	four (4) Pre-delivery Instalments; and
---	---
(2)	the Delivery Instalment.
---	---
(c)	The Buyers' obligation to pay the Purchase Price (or any part thereof) shall be subject to and conditional upon:
---	---
(i)	no Potential Termination Event or Termination Event having occurred or being continuing at the time of payment, or which will occur, as a result of the execution by the<br> Sellers or the Buyers of this Agreement or of the performance by the Sellers or the Buyers of their respective obligations under this Agreement;
---	---
(ii)	the representations given by each Relevant Person under the Leasing Documents to which it is a party being true and correct on the relevant Payment Date by reference to the facts and circumstances then existing;
---	---
(iii)	in respect of each Instalment:
---	---
(A)	the Buyers having received a duly completed Payment Notice relating to such Instalment not later than three (3) Business Days prior to the relevant Payment Date of such Instalment;
---	---
(B)	prior to the issuance of a Payment Notice in respect of any Instalment by the Sellers to the Buyers, the conditions precedent set out in Part A of Schedule 2 of the Bareboat Charter having been fulfilled to the<br> satisfaction of the Buyers (or waived, with or without conditions as the Buyers may require);
---	---
(C)	(in the case of the First Instalment) the conditions precedent set out in Part B of Schedule 2 of the Bareboat Charter having been fulfilled to the<br> satisfaction of the Buyers (or waived, with or without conditions as the Buyers may require) at least three (3) Business Days prior to the First Instalment Payment Date, and the<br> Sellers hereby authorize the Buyers to pay the First Instalment on the Payment Date relating thereto to the Head Sellers' Designated Account;
---	---

ABCFL CM

MOA Riders

Hull No. 25110062

SINGAPORE/92306912v1

(D)	(in the case of the Second Instalment) the conditions precedent set out in Part C of Schedule 2 of the Bareboat Charter having been fulfilled to the satisfaction of the Buyers (or waived, with or without<br> conditions as the Buyers may require) at least three (3) Business Days prior to the Second Instalment Payment Date, and the Sellers hereby authorize the Buyers to pay the Second<br> Instalment on the Payment Date relating thereto to the Head Sellers' Designated Account;
(E)	(in the case of the Third Instalment) the conditions precedent set out in Part D of Schedule 2 of the Bareboat Charter having been fulfilled to the satisfaction of the Buyers (or waived, with or without<br> conditions as the Buyers may require) at least three (3) Business Days prior to the Third Instalment Payment Date, and the Sellers hereby authorize the Buyers to pay the Third<br> Instalment on the Payment Date relating thereto to the Head Sellers' Designated Account;
---	---
(F)	(in the case of the Fourth Instalment) the conditions precedent set out in Part E of Schedule 2 of the Bareboat Charter having been fulfilled to the satisfaction of the Buyers (or waived, with or without<br> conditions as the Buyers may require) at least three (3) Business Days prior to the Fourth Instalment Payment Date, and the Sellers hereby authorize the Buyers to pay the Fourth<br> Instalment on the Payment Date relating thereto to the Head Sellers' Designated Account; and
---	---
(G)	(in the case of the Delivery Instalment) the conditions precedent set out in Part F of Schedule 2 of the Bareboat Charter having been fulfilled to the satisfaction of the Buyers (or waived, with or without<br> conditions as the Buyers may require) at least three (3) Business Days prior to the Delivery Instalment Payment Date, and the Sellers hereby authorize the Buyers to deposit the<br> Delivery Instalment on the Payment Date relating thereto to the Head Sellers' Bank on an unallocated basis and in accordance with the terms of the Conditional Payment Instructions.
---	---
(d)	If:
---	---
(i)	the Buyers agree to pay an Instalment before the conditions precedent relating to such Instalment referred to in Clause 19(c) are satisfied, the Sellers undertake to ensure that such outstanding conditions<br> precedent shall be satisfied within five (5) Business Days from its original due date (unless otherwise agreed in writing by the Buyers in their absolute discretion); and
---	---
(ii)	the Buyers agree to take delivery of the Vessel under this Agreement and (in their capacity as owner under the Bareboat Charter) agree to charter the Vessel to the Charterers under the Bareboat Charter before<br> all the conditions precedent referred to in this Agreement and the Delivery Conditions Precedent are satisfied, the Sellers undertake to ensure that such outstanding conditions precedent shall be satisfied within five (5) Business Days<br> from its original due date (unless otherwise agreed in writing by the Buyers in their absolute discretion).
---	---
2
---
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

(e)	If the Sellers have elected to pay any Instalment (other than the Delivery Instalment) directly to the Head Sellers by making the relevant payment to the Head Sellers in accordance with the Shipbuilding<br> Contract, subject to paragraph (c) above, the Buyers shall pay the relevant Instalment directly to the Sellers’ Account after fulfilment (or waiver) of the relevant Instalment Conditions Precedent along with evidence of full payment to<br> the Head Sellers of such relevant Instalment in form and substance satisfactory to the Buyers.
(f)	The Buyers and the Sellers agree that:
---	---
(i)	in the case of each Pre-delivery Instalment, payment of the amount of such Pre-delivery Instalment into the Head Sellers' Designated Account or the Sellers' Account (as the case may be) shall constitute a full<br> discharge of the Buyers' obligations to pay such Pre-delivery Instalment under this Agreement; and
---	---
(ii)	in the case of the Delivery Instalment, deposit of the Delivery Instalment on an unallocated basis into the Head Sellers' Bank (in accordance with the Conditional Payment Instructions) shall constitute a full<br> discharge of the Buyers' obligations to pay the Delivery Instalment under this Agreement,
---	---

and, in each case, the Buyers shall not be obliged to verify the accuracy of the details of such bank and/or account to ensure that they reflect the requirements of the Shipbuilding Contract or any other document between the Sellers and the Head Sellers or otherwise (other than in cases of manifest error); and the Buyers and the Sellers further agree that the Buyers shall not be required to countersign the SBC PODA and/or execute the MOA PODA until and unless the Instalment Conditions Precedent and the Delivery Conditions Precedent have been fulfilled to the satisfaction of, or waived by, the Buyers.

(g)	If the Shipbuilding Contract Delivery Amount exceeds the Delivery Instalment, the Sellers shall pay an amount equal to such excess (such excess amount being referred to as the "Delivery<br><br> Shortfall") directly into the Head Sellers' Bank at least one (1) Business Day prior to the Delivery Instalment Payment Date (or such other<br> period as may be acceptable to the Buyers and the Head Sellers) and the Sellers shall provide documentary evidence satisfactory to the Buyers that the Delivery Shortfall has been deposited into the Head Sellers' Bank in accordance with<br> the terms of the Shipbuilding Contract (in the form of a SWIFT payment confirmation, written confirmation of the Head Sellers and/or any such other evidence reasonably acceptable to the Buyers).
(h)	For the avoidance of doubt, the Sellers hereby agree and acknowledge that, the Sellers shall at their own costs and expenses:
---	---
(i)	pay (procure the payment) to the Head Sellers the full difference between the total amount due and payable by the Sellers under the Shipbuilding Contract and the Purchase Price. Other than the Instalments, the<br> Sellers are solely accountable for and will pay all other pre-delivery and delivery costs in relation to the Vessel including, but not limited to, any shortfall in each instalment of the Shipbuilding Contract Price which is not funded by<br> the Buyers, any costs pertaining to the "Buyer's supplied items" (as referred to in the Shipbuilding Contract) and any supervision cost under or in connection with the Shipbuilding Contract; and
---	---
3
---
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

(ii)

be obliged to supply the Vessel with any bunkers, lubricating oil, greases, hydraulic oil, unbroached provisions, paints, ropes and other consumable stores in the Vessel in accordance with the Shipbuilding Contract.

(i)

All amounts payable hereunder shall be made in Dollars unless otherwise requested by the Buyers in the event that there are any restrictions whatsoever preventing the remittance of payments in Dollars by or to the Buyers or otherwise adversely affecting the ability of the Buyers to make or receive payments in Dollars (including without limitation, any suspension of the SWIFT system in any jurisdiction where the Buyers would have made or received payment or would customarily make or receive payments) or, as a result of any Sanctions, it is unlawful for the Buyers to deal in, or the Buyers are unable to deal in, send or accept, Dollars hereunder, then the Buyers may be able to select such other currency (the "Other Currency") as they determine in their absolute opinion whereupon the relevant amount shall be converted at the prevailing exchange rate quoted to the Buyers by such bank as the Buyers may reasonably select provided always that (a) dealing in such Other Currency shall not be a breach of any Sanctions and (b) the Head Sellers' prior written consent to the use of such Other Currency shall be obtained.

---

CLAUSE 20 – CONDITIONAL ON DELIVERY UNDER THE BAREBOAT CHARTER

The Buyers' obligation to purchase the Vessel and the Sellers' obligation to sell the Vessel are conditional upon:

(a)	each Payment Date, the Scheduled Delivery Date and the Delivery Date all falling on a Business Day on or before the Cancelling Date;
(b)	as at the Delivery Date and immediately prior to the payment of the Delivery Instalment, all other amounts payable under the Shipbuilding Contract (including, but not limited to the Delivery Shortfall) having<br> been paid to the Head Sellers or deposited into the Head Sellers' Bank;
---	---
(c)	the fulfilment by the Sellers and/or the Charterers, or (as the case may be) the waiver by the Buyers and/or the Owners, of the Instalment Conditions Precedent and the Delivery Conditions Precedent;
---	---
(d)	the Vessel being delivered to the Sellers pursuant to the Shipbuilding Contract and the simultaneous delivery to and acceptance by the Charterers as bareboat charterer of the Vessel in accordance with the terms<br> of the Bareboat Charter; and
---	---
(e)	no Termination Event having occurred and being continuing or occurring as a result of the performance by the Sellers and Buyers of their respective obligations under this Agreement.
---	---

CLAUSE 21 – CONDITION OF VESSEL

The Sellers hereby acknowledge that with respect to the sale and purchase of the Vessel under this Agreement, the Buyers are relying on the Sellers in all respects to check all matters concerning the Vessel, safety, condition, quality and fitness for purposes and delivery of the Vessel.

4
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

CLAUSE 22 – REPRESENTATIONS AND WARRANTIES OF SELLERS AND BUYERS

The Sellers represent and warrant to the Buyers on the date hereof, on each date on which a Payment Notice is issued by the Sellers, on each Payment Date and on the Delivery Date that (save that any representation or warranty in this Clause which relates to, concerns or is given in respect of the Head Sellers or the Refund Guarantor is given only to the best of the Sellers' knowledge):

(a)	they are duly incorporated and validly existing under the laws of their jurisdiction of incorporation;
(b)	they have the requisite power and authority to enter into and perform this Agreement and this Agreement constitutes their valid, legal and binding obligations in accordance with its terms;
---	---
(c)	the execution and performance by them of this Agreement will not breach or constitute a default under their constitutional documents or any agreement, instrument, order, judgment or other restriction which binds<br> them;
---	---
(d)	the copies of the Shipbuilding Contract and the Refund Guarantee provided to the Buyers are true and complete copies of such documents and there have been no amendments, supplements or variations to the same<br> other than as notified in writing to the Buyers (such amendments or supplements having been pre-approved or permitted to be made by the Buyers under this Agreement or the Bareboat Charter);
---	---
(e)	the Shipbuilding Contract contains valid, binding and enforceable obligations of the Sellers and the Head Sellers, and both the Sellers and the Head Sellers have obtained all necessary consents, authorizations<br> and permits for the construction of the Vessel;
---	---
(f)	there is no breach of the Shipbuilding Contract by either the Sellers or the Head Sellers which entitles either of them to terminate the Shipbuilding Contract has occurred;
---	---
(g)	there are no unresolved disputes and/or pending claims for payment between the Head Sellers, the Refund Guarantor and/or the Sellers in respect of the Shipbuilding Contract, the Refund Guarantee and/or the<br> Vessel;
---	---
(h)	the Refund Guarantee contains valid, binding and enforceable obligations of the Refund Guarantor, and the Refund Guarantor has obtained all necessary consents, authorisations and permits for the issuance of and<br> performance of its obligations under the Refund Guarantee;
---	---
(i)	the Refund Guarantee remains in full force and effect and neither the Sellers nor the Refund Guarantor is in breach of any of the terms of any Refund Guarantee;
---	---
(j)	on the Delivery Date, the Vessel is free from all Security Interests;
---	---
(k)	the Sellers:
---	---
(i)	have good and marketable title to the Shipbuilding Contract and the Refund Guarantee up to and including the Delivery Date; and
---	---
(ii)	are the sole legal and beneficial owner of the Vessel immediately prior to Delivery taking place on the Delivery Date; and
---	---
(l)	on the Delivery Date, the Vessel:
---	---
5
---
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

(i)	is in a good and safe condition; and
(ii)	is classed with the Classification Society at the highest classification available for vessels of its type and is free of all recommendations or conditions;
---	---
(m)	in relation to each of the Sellers and any member of the Group, the Head Sellers and the Refund Guarantor:
---	---
(i)	it is not a Prohibited Person;
---	---
(ii)	it is not owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;
---	---
(iii)	it does not own or control a Prohibited Person; and
---	---
(iv)	neither it nor any of its directors, officers or (to the best knowledge and belief of the Sellers) employees or any person acting on its behalf has received notice or are aware of any claim, action, suit,<br> proceeding or investigation against it with respect to Sanctions; and
---	---
(j)	no part of the Purchase Price nor the Vessel shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise directly or indirectly, applied in a manner<br> or for a purpose prohibited by Sanctions.
---	---

CLAUSE 23 - BUYERS' FURTHER RIGHTS ON TERMINATION

If:

(a)	a Potential Termination Event or a Termination Event occurs prior to Delivery and is continuing;
(b)	it becomes unlawful or illegal or contrary to Sanctions for the Buyers to perform their obligations under this Agreement and other Leasing Documents;
---	---
(c)	the Vessel becomes a Total Loss prior to the Delivery Date; or
---	---
(d)	the Buyers' right to cancel arises under Clause 14 for failure of the Sellers to deliver the Vessel by the Cancelling Date,
---	---

the Buyers shall have the right (in their reasonable discretion save for paragraph (c) above where such termination will be immediate and automatic as from the date of the Total Loss) to terminate this Agreement immediately by written notice to the Sellers and such termination shall become effective on the date of such written notification (or such other date as the Buyers may specify in such notice), whereupon:

(i)	(without prejudice to Clause 25 (Indemnities) of this Agreement) the Sellers shall cease to have any obligations under this Agreement (including, but not limited to, the<br> Buyers' obligations to pay any Instalment of the Purchase Price), and further provided that, in consideration of the Buyers entering into this Agreement and agreeing to charter the Vessel upon Delivery to the Charterers pursuant to the<br> terms of the Bareboat Charter as at the date hereof, the Buyers shall be entitled to retain all documented costs, expenses, fees or other amounts paid by the Sellers and/or the Charterers under this Agreement and the other Leasing<br> Documents and if any documented fees and/or expenses which are payable by the Sellers and/or the Charterers pursuant to this Agreement and the other Leasing Documents but have not been paid, the Sellers shall forthwith pay such fees and<br> expenses to the Buyers in accordance with this Agreement, and such costs, expenses, fees or other amounts are acknowledged and agreed by the Sellers to be a proportionate amount, having regard to the legitimate interest of the Buyers in<br> protecting against the risk of inter alia, this Agreement being terminated and the Sellers not being able to perform this Agreement; and
6
---
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

(ii)	the Sellers shall be obliged to immediately pay an amount equal to the applicable Termination Sum, as at the date of such termination, provided that:
(A)	if the Buyers (in their capacity as owners) receive payment of the Termination Sum (or part thereof) from the Charterers under the Bareboat Charter, such amount of the Termination Sum actually and irrevocably<br> received by the Buyers shall be set off against the Sellers' obligation to pay that portion of the Termination Sum equal thereto to the Buyers;
---	---
(B)	to the extent that the Buyers receive a refund of any Instalment(s) from the Head Sellers and/or the Refund Guarantor pursuant to the terms of any Leasing Document, any such amount actually and irrevocably<br> received by the Buyers shall be set off against the Sellers' obligation to pay that portion of the Termination Sum equal thereto to the Buyers; and
---	---
(C)	upon the irrevocable receipt of the Termination Sum paid to the Buyers by the Sellers, the Buyers shall, at the cost of the Sellers, within a reasonable time, without representation or warranty, re-assign the<br> Buyer's rights and interests under the Shipbuilding Contract and the Refund Guarantee to the Sellers in accordance with the terms of the Pre-delivery Assignment.
---	---

CLAUSE 24 – PHYSICAL PRESENCE

If the Flag State requires the Buyers to have a physical presence or office in the jurisdiction of such Flag State, all documented fees, costs and expenses arising out of or in connection with the establishment and maintenance of such physical presence or office by the Buyers shall be borne by the Sellers.

CLAUSE 25 – INDEMNITIES

(a)	In consideration of the Buyers (i) agreeing to pay and/or paying the Purchase Price under the terms of this Agreement and (ii) agreeing to charter the Vessel upon Delivery to the Charterers pursuant to the terms<br> of the Bareboat Charter as at the date hereof, the Sellers shall indemnify and pay such amounts to the Buyers in respect of all documented costs, claims, expenses, liabilities, losses, damages and fees (including but not limited to any<br> documented legal fees, vessel registration and tonnage fees) suffered or incurred by or imposed on the Buyers arising from this Agreement or in connection with the Delivery, registration, purchase and inspection of the Vessel by the<br> Buyers whether prior to, during or after termination of this Agreement or in connection with or resulting from the occurrence of a Termination Event or the funding of all or an portion of the Purchase Price (including but not limited to<br> the event that the funds have been deposited in accordance with Clause 19 but not released in accordance with the Conditional Payment Instructions for any reason whatsoever, other than as a direct and sole result of the Buyers' gross<br> negligence or wilful misconduct), and whether or not the Vessel is in the possession of or the control of the Sellers or otherwise.
7
---
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

(b)	Notwithstanding anything to the contrary herein, the indemnities provided by the Sellers shall be provided in favour of the Buyers and shall continue in full force and effect notwithstanding any breach of the<br> terms of this Agreement or termination of this Agreement pursuant to the terms hereof.

CLAUSE 26 – ACCESS TO INFORMATION AND INSPECTION

(a)	The Buyers shall be entitled to request such documents and information that the Buyers may reasonably require in relation to the construction of the Vessel or otherwise in connection with the Vessel (including,<br> without limitation, the status of such construction or otherwise in connection with the Shipbuilding Contract and/or the Refund Guarantees), and such information and documentation shall be delivered as soon as practically possible to the<br> Buyers by the Sellers.
(b)	The Buyers may reasonably request to inspect the Vessel (including but without limitation to all plans, specifications, and other documents and records relating to its construction) during the course of its<br> construction (but no more than once per calendar year), provided that prior notice shall be given to the Sellers, and the Sellers shall use best endeavours to procure that access shall be granted by the Head Sellers for such inspection.
---	---
(c)	The Sellers shall promptly notify the Buyers of:
---	---
(i)	all material notices and/or claims the Head Sellers has served on it under the Shipbuilding Contract (including but not limited to any notice of delay, default or termination under the Shipbuilding Contract);
---	---
(ii)	all material notices the Sellers have served on the Head Sellers under the Shipbuilding Contract; and
---	---
(iii)	any material dispute between the Sellers and the Head Sellers in relation to the Shipbuilding Contract.
---	---

CLAUSE 27 – NOTICE, TIME AND PLACE OF DELIVERY

(a)	The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage at the Head Sellers' shipyard.
(b)	The Sellers shall keep the Buyers well informed of any changes to the Scheduled Delivery Date of the Vessel promptly upon receiving such updates from the Head Sellers, and shall in any event specify the<br> Scheduled Delivery Date in the Payment Notice in respect of the Delivery Instalment.
---	---
(c)	The Delivery shall be required to take place on or before the Cancelling Date.
---	---

CLAUSE 28 – NOTICES

Any notice, certificate, demand or other communication to be served, given, made or sent under or in relation to this Agreement shall be in English and in writing and (without prejudice to any other valid method or giving, making or sending the same) shall be deemed sufficiently given or made or sent if sent by registered post or by email to the following respective address or email address:

8
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

(A)	to the Buyers:	Address: 49F, ABC Tower, NO.9, YinCheng Road, Pudong New Area, Shanghai 200120, China<br><br> <br>Attention: Yiye XIANG<br><br> <br>Email: xiangyiyezl@abcleasing.com<br><br> Tel: +8621 2068 6853
(B)	to the Sellers:	c/o CENTRAL SHIPPING INC.<br><br> <br>Address: 20, Iouliou Kaisara Str., Paiania, Attica, Greece<br><br> <br>Attention: Andreas Louka<br><br> <br>Email: louka@loukapartners.com<br><br> <br>Tel: +30 210 81 28 320

or, if a party hereto changes its address or email address, to such other address (or email address) as that party may notify to the other.

CLAUSE 29 – NO WAIVER OF RIGHTS

(a)	No neglect, delay, omission or indulgence on the part of the Buyers in enforcing the terms and conditions of this Agreement shall prejudice the strict rights of the Buyers or be construed as a waiver thereof nor<br> shall any single or partial exercise of any right of either party preclude any other or further exercise thereof.
(b)	No right or remedy conferred upon the Buyers by this Agreement shall be exclusive of any other right or remedy provided for herein or by law and all such rights and remedies shall be cumulative.
---	---

CLAUSE 30 – NO SET-OFF OR TAX DEDUCTION

(a)	Any payment made by the Sellers to the Buyers under this Agreement shall be paid:
(i)	without any form of set-off, cross-claim or condition; and
---	---
(ii)	free and clear of any tax deduction or withholding unless required by law.
---	---
(b)	Without prejudice to paragraph (a) of this Clause, if the Sellers are required by law to make a tax deduction from any payment:
---	---
(i)	the Sellers shall notify the Buyers as soon as they become aware of the requirement; and
---	---
(ii)	the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Buyers receive and retain (free from any liability relating to the tax deduction) a net amount which, after<br> the tax deduction, is equal to the full amount which they would otherwise have received.
---	---
9
---
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

(c)	In this Clause, "tax deduction" means any deduction or withholding for or on account of any present or future tax.

CLAUSE 31 – ASSIGNMENT AND TRANSFER

(a)	Without prejudice to clause 65 (Assignment and Transfer) of the Bareboat Charter the Sellers shall not assign or transfer (whether by novation or otherwise) their rights<br> and/or obligations under this Agreement except with the Buyers' prior written consent.
(b)	The Buyers may not assign or transfer (whether by novation or otherwise) any of their rights under this Agreement except with the Sellers' prior written consent (not to be unreasonably withheld), following which<br> consent the Sellers shall execute such documents and do all such things as reasonably required by the Buyers to facilitate or effect such assignment or transfer.
---	---
(c)	Each of the Sellers and Buyers shall bear their own costs arising from any assignment or transfer as permitted under this Clause.
---	---

CLAUSE 32 – MISCELLANEOUS

(a)	Unless otherwise expressly stated to the contrary in this Agreement, any payment which is due to be made on a day which is not a Business Day shall be made on the preceding Business Day instead.
(b)	If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the<br> remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
---	---
(c)	The Sellers waive any rights of sovereign immunity which they or any of their properties may enjoy in any jurisdiction and subjects itself to civil and commercial law with respect to their obligations under this<br> Agreement.
---	---
(d)	No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.
---	---
(e)	This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement, as the case may be.
---	---

CLAUSE 33 – GOVERNING LAW AND JURISDICTION

(a)	This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by English law.
(b)	Any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in<br> connection with this Agreement) (a "Dispute") 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<br> 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<br> when the arbitration proceedings are commenced.
---	---
10
---
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

(c)	The reference shall be to three (3) arbitrators, one to be appointed by each Party and the third, by the two so appointed. A Party wishing to refer a<br> Dispute to arbitration shall appoint its arbitrator (who shall be either a full member of the LMAA, or a practising barrister of King's Counsel who is also a member of the<br> Commercial Bar Association, or a retired High Court Judge practising as an arbitrator, in each case who carries on business in London) and shall send notice of such appointment in writing to the other Party requiring the other Party to<br> 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 give notice that it has done so within<br> 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<br> 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 or she had been<br> 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. If the two<br> arbitrators so appointed are unable to agree on the appointment of the third arbitrator within seven (7) days after the appointment of the second arbitrator, they or either of them may by written notice request the President of the LMAA<br> to appoint the third arbitrator within fourteen (14) days of such request.
(d)	Where the reference is to three (3) arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.
---	---
(e)	The language of the arbitration shall be English.
---	---
(f)	In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims<br> Procedure current at the time when the arbitration proceedings are commenced.
---	---

CLAUSE 34 – DEFINITIONS

Unless otherwise specified hereunder, capitalised terms in this Agreement shall have the same meaning as in the Bareboat Charter:

"Bareboat Charter" means the bareboat charterparty in respect of the Vessel dated on or about the date hereof and entered into between the Buyers as owner and the Charterers as bareboat charterer.

"Builder" means GUANGZHOU SHIPYARD INTERNATIONAL COMPANY LIMITED, a corporation organised and existing under the laws of the People's Republic of China, having its registered office at No.18 Qihang Road, Longxue Street, Nansha District, Guangzhou, the People's Republic of China.

11
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York and Shanghai and any jurisdiction in which any earnings account is opened.

"Cancelling Date" means _____________________________ or such later date as may be agreed by the Buyers acting in their discretion.

"Charterers" means the Sellers, acting in their capacity as bareboat charterers under the Bareboat Charter.

"Conditional Payment Instructions" means the conditional payment instructions to the Head Sellers' Bank in the form of a SWIFT MT199 with a SWIFT MT103 or such other format agreed between the Head Sellers, the Sellers and the Buyers, setting out the conditions upon which all (or as the case may be, the relevant portion) of the Delivery Instalment paid to the Head Sellers' Bank shall be released to the Head Sellers (such conditions to include, without limitation, the presentation to the Head Sellers' Bank of the SBC PODA duly executed by the Head Sellers and the Sellers (and countersigned by the Buyers)).

"Delivery" means the passing of the legal and beneficial interest in the Vessel from the Sellers to the Buyers pursuant to the terms of this Agreement.

"Delivery Conditions Precedent" means the conditions precedent detailed in clause 35.2(g)(ii) of the Bareboat Charter.

"Delivery Date" means the date on which Delivery occurs.

"Delivery Instalment" has the meaning given to such term under Schedule 1 (Purchase Price Instalments).

"Delivery Instalment Payment Date" means the date specified in the Payment Notice relating to the Delivery Instalment provided that, unless otherwise agreed by the Buyers, any such date shall coincide with the due date of depositing the final instalment of the Shipbuilding Contract Price under the Shipbuilding Contract.

"Delivery Shortfall" has the meaning given to that term in Clause 19.

"Dispute" shall have the meaning ascribed thereto Clause 33(b).

"Dollars" and "US$" mean the lawful currency, for the time being, of the United States of America.

"First Instalment" has the meaning given to such term under Schedule 1 (Purchase Price Instalments).

"First Instalment Payment Date" means the date specified in the Payment Notice relating to the First Instalment.

"Fourth Instalment Payment Date" means the date specified in the Payment Notice relating to the Fourth Instalment.

"Flag State" means the Republic of the Marshall Islands or any other flag state of the Vessel as may be agreed in writing by the Buyers and the Sellers.

12
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

"Head Sellers" means collectively:

(a)	the Builder; and
(b)	China Shipbuilding Trading Co., Ltd., a corporation organised and existing under the laws of the People's Republic of China with registered office at 56(Yi) Zhongguancun Nan Da Jie, Beijing 100044, the People's<br> Republic of China ("CSTC").
---	---

"Head Sellers' Bank" means the bank designated by the Head Sellers under the Shipbuilding Contract as its receiving bank for payment of each instalment of the Shipbuilding Contract Price payable thereunder, details of which have been notified to the Buyers in the relevant Payment Notice and the identity of which is acceptable to the Buyers.

"Head Sellers' Designated Account" means in respect of each Instalment, the bank account opened with the Head Sellers' Bank in the name of the Head Sellers and specified by the Sellers in the Payment Notice relating to such Instalment.

"Instalment" means each, or as the context may require, any of the First Instalment, the Second Instalment, the Third Instalment, the Fourth Instalment and the Delivery Instalment.

"Instalment Conditions Precedent" means the conditions precedent details in Clause 19(c) of the Bareboat Charter.

"MOA PODA" means the protocol of delivery and acceptance in respect of the Vessel duly executed by the authorised representatives of the Sellers and the Buyers, evidencing the delivery of the Vessel by the Sellers to the Buyers under this Agreement, in substantially the form attached as Schedule 3.

"Payment Date" means, in respect of an Instalment, the date specified in the column "Payment Date" corresponding to that Instalment under Schedule 1 (Purchase Price Instalments).

"Payment Notice" means, in respect of each Instalment, an irrevocable request for payment of such Instalment, served by the Sellers on the Buyers, which shall be in the form set out in Schedule 1 (Form of Payment Notice) and which shall be signed by at least one officer or authorised attorney of the Sellers.

"Pre-delivery Instalments" means collectively, the First Instalment, the Second Instalment, the Third Instalment and the Fourth Instalment.

"Purchase Price" has the meaning given to it under Clause 19(a).

"Refund Guarantor" means China Construction Bank Corporation, Guangdong Branch or any other reputable bank incorporated in the People's Republic of China nominated by the Head Sellers and approved by the Buyers in writing.

"SBC PODA" means the protocol of delivery and acceptance in respect of the Vessel to be entered into by the Sellers and the Head Sellers, evidencing the delivery of the Vessel by the Head Sellers to the Sellers under the Shipbuilding Contract.

13
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

"Scheduled Delivery Date" means the date on which the Vessel is scheduled to be delivered by the Head Sellers to the Sellers under the Shipbuilding Contract, as stipulated in the Payment Notice in connection with the Delivery Instalment.

"Second Instalment" has the meaning given to such term under Schedule 1 (Purchase Price Instalments).

"Second Instalment Payment Date" means the date specified in the Payment Notice relating to the Second Instalment.

"Sellers' Account" means the account as notified by the Sellers to the Buyers in the Payment Notice.

"Sellers' Bank" means such bank as may be approved by the Buyers in writing, or such other bank nominated by the Sellers which is acceptable to the Buyers.

"Shipbuilding Contract" means the shipbuilding contract dated 3 February 2026 in respect of the Vessel entered into between the Sellers (as buyer) and the Head Sellers (as seller) and as may be amended and/or supplemented from time to time.

"Shipbuilding Contract Delivery Amount" means the amount of the final instalment of the Shipbuilding Contract Price payable by the Sellers to the Head Sellers under Article II(3)(e) of the Shipbuilding Contract.

"Shipbuilding Contract Price" means the price payable by the Sellers (as buyer) to the Head Sellers (as seller) for the Vessel as stated under Article II(1) of the Shipbuilding Contract, being US$45,200,000 as at the date of this Agreement and subject to any adjustment from time to time in accordance with the terms of the Shipbuilding Contract (with the consent of the Buyers).

"Third Instalment" has the meaning given to such term under Schedule 1 (Purchase Price Instalments).

"Third Instalment Payment Date" means the date specified in the Payment Notice relating to the Third Instalment.

"Vessel" means the 47,499 DWT chemical/product oil tanker with builder's hull number 25110062 under construction by the Head Sellers as at the date of this Agreement.

14
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

SCHEDULE 1 PURCHASE PRICE INSTALMENTS

INSTALMENT	Amount	Payment Date
First Instalment	an amount equal to 85% of the first (1^st^)<br> instalment of the Shipbuilding Contract Price payable by the Sellers to the Head Sellers under article II(3)(a) of the Shipbuilding Contract as evidenced by Head Sellers's invoice, being no more than US$5,763,000 (the "First Instalment").	the First Instalment Payment Date
Second Instalment	an amount equal to 85% of the second (2^nd^)<br> instalment of the Shipbuilding Contract Price payable by the Sellers to the Head Sellers under article II(3)(b) of the Shipbuilding Contract, as evidenced by Head Sellers's invoice, being no more than US$3,842,000 (the "Second Instalment").	the Second Instalment Payment Date
Third Instalment	an amount equal to 85% of the third (3^rd^)<br> instalment of the Shipbuilding Contract Price payable by the Sellers to the Head Sellers under article II(3)(c) of the<br> Shipbuilding Contract, as evidenced by Head Sellers's invoice, being no more than US$3,842,000 (the "Third Instalment").	the Third Instalment Payment Date
Fourth Instalment	an amount equal to 85% the fourth (4^th^)<br> instalment of the Shipbuilding Contract Price payable by the Sellers to the Head Sellers under article II(3)(d) of the<br> Shipbuilding Contract, as evidenced by Head Sellers's invoice, being no more than US$3,842,000 (the "Fourth Instalment").	the Fourth Instalment Payment Date
Fifth Instalment	an amount equal to the difference between (i) the Purchase Price and (ii) the aggregate amount of Instalments paid by the Buyers pursuant to the terms of this Agreement (the "Fifth Instalment").	the Delivery Instalment Payment Date
15
---
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

SCHEDULE 2

      FORM OF PAYMENT NOTICE

To:	TIANJIN JINHAI SANSHISI LEASING CO., LTD.

(天津津海三十四租赁有限公司)

Date:	____________________

Memorandum of Agreement dated ____________________ (the "Agreement")

      in relation to a vessel currently under construction with hull No. 25110062 \(the "Vessel"\)

1.	We refer to the Agreement made between us in relation to the Vessel.
2.	This is a Payment Notice as defined in the Agreement.
---	---
3.	Capitalised terms in this Payment Notice have the meanings set out in the Agreement unless otherwise defined herein.
---	---
4.	This Payment Notice is irrevocable once issued (unless otherwise agreed by the Buyers).
---	---
5.	[The Scheduled Delivery Date is [●].]^1^
---	---
6.	This Payment Notice relates to the [First/Second/Third/Fourth/Delivery] Instalment.
---	---
7.	[The amount that the Head Sellers is entitled to receive under the Shipbuilding Contract in respect of the [first/second/third/fourth/fifth and final] instalment of the Shipbuilding Contract Price, is US$[●].]^2^
---	---
8.	The Payment Date for the [First/Second/Third/Fourth/Delivery] Instalment is [●].
---	---
9.	[For Pre-delivery Instalments:]
---	---

We hereby irrevocably request that you pay the [First/Second/Third/Fourth] Instalment in an amount of US$[●] to:

[Head Sellers' Designated Account/Sellers' Account]

Beneficiary Bank: [●]

Beneficiary Bank SWIFT Code: [●]

Correspondent Bank: [●]

Name of Account Holder: [●]

      Account no: \[●\]

Correspondent Bank SWIFT Code: [●]

[For Delivery Instalment:]

We hereby irrevocably request that you deposit the Delivery Instalment by way of remittance on [●] of an amount equal to US$[●] representing the Delivery Instalment to the suspense account of the Head Sellers' Bank (full details of which are set out below) together with the Conditional Payment Instructions:

^1^ To be inserted in the case of the Delivery Instalment

^2^ To be inserted if the payment is to be made to the Head Sellers directly.

16
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

Head Sellers' Bank

Beneficiary Bank: [●]

Beneficiary Bank SWIFT Code: [●]

Beneficiary Bank Address: [●]

Suspense Account No. with the Beneficiary Bank: [●]

US Correspondent Bank: [●]

US Correspondent Bank SWIFT Code: [●]

10.	We agree that the [payment/depositing] of the [First/Second/Third/Fourth/Delivery] Instalment pursuant to paragraph 9 shall constitute a full discharge of the Buyers' obligation to make payment of the<br> [First/Second/Third/Fourth/Delivery] Instalment under Clause 19 of the Agreement.
11.	We further represent and warrant that:
---	---
(a)	no breach of the Shipbuilding Contract by us or the Head Sellers has occurred;
---	---
(b)	no event entitling us nor the Head Sellers to terminate the Shipbuilding Contract has occurred;
---	---
(c)	there is no unresolved dispute and/or pending claim for payment between us, the Head Sellers and/or the Refund Guarantor in respect of the Shipbuilding Contract, the Refund Guarantee and/or the Vessel;
---	---
(d)	the Refund Guarantee remains in full force and effect and neither us nor (to the best of our knowledge and belief) the Refund Guarantor, is in breach of any of the terms of any Refund Guarantee; and
---	---
(e)	no Termination Event or Potential Termination Event (each as defined in the Bareboat Charter) has occurred and is continuing.
---	---

Yours faithfully

Name:

Title: attorney-in-fact

for and on behalf of

ROMAN SHARK IX INC.

Date:

17
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

SCHEDULE 3

      FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE

ROMAN SHARK IX INC., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Sellers") hereby sell, transfer and deliver and TIANJIN JINHAI SANSHISI LEASING CO., LTD. (天津津海三十四租赁有限公司, a corporation incorporated under the laws of the People's Republic of China whose registered address is at Room 202, No.6262, Aozhou Road, Tianjin Pilot Free Trade Zone (Dongjiang Free Trade Port Zone) (Tianjin Dongjiang Business Secretarial Service Co., Ltd. Free Trade Zone Branch, No. _________) (the "Buyers") hereby accept delivery, title and risk of and in one (1) chemical/product oil tanker named m.t. "[●]" with IMO No. [●], as agreed between the Buyers and the Sellers, at _______ hour ________ time on __________________ and each of the Buyers and the Sellers confirm that the same is delivered in accordance with the Memorandum of Agreement dated ______________________ (as the same may be amended, supplemented and varied from time to time) entered into between (1) the Sellers as seller and (2) the Buyers as buyer.

Name:
Title: attorney-in-fact
For and on behalf of
ROMAN SHARK IX INC.
Name:
---
Title:
For and on behalf of
TIANJIN JINHAI SANSHISI LEASING CO., LTD.
(天津津海三十四租赁有限公司
18
---
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1

EXECUTION PAGE

SELLERS

SIGNED BY	)
for and on behalf of	)
ROMAN SHARK IX INC.	)
as attorney-in-fact	)
in the presence of	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)

BUYERS

SIGNED BY	)
for and on behalf of	)
TIANJIN JINHAI SANSHISI LEASING CO., LTD.	)
(天津津海三十四租赁有限公司)	)
as legal representative	)
in the presence of	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)
ABCFL CM<br><br> <br>MOA Riders<br><br> <br>Hull No. 25110062<br><br> <br>SINGAPORE/92306912v1
---

Exhibit 4.24

Shipbroker 2. Place and date 3. Owners/Place of business (Cl. 1) TIANJIN JINHAI SANSHISI LEASING CO., LTD. (天津津海三十四租赁有限公司), a corporation incorporated under the laws of the People's Republic of China whose registered address is at Room 202, No.6262, Aozhou Road, Tianjin Pilot Free Trade Zone (Dongjiang Free Trade Port Zone) (Tianjin Dongjiang Business Secretarial Service Co., Ltd. Free Trade Zone Branch, No. ) 4. Bareboat Charterers/Place of business (Cl. 1) ROMAN SHARK IX INC., a corporation incorporated under the laws of the Republic of Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 5. Vessel’s name, call sign and flag (Cl. 1 and 3) Vessel name: TBC Call sign: TBA Flag: Republic of Marshall Islands 6. Type of Vessel chemical/product oil tanker 7. GT/NT as per Shipbuilding Contract 8 When/Where built 20 Guangzhou Shipyard International Company Limited 9. Total DWT (abt.) in metric tons on summer freeboard 47,499 10. Classification Society (Cl. 3) As per Shipbuilding Contract 11. Date of last special survey by the Vessel’s classification society N/A 12. Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3) Hull number 25110062 Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II 1 1. Definitions 2 In this Charter, the following terms shall have the meanings hereby assigned to them: 3 “The Owners” shall mean the party identified in Box 3; 4 “The Charterers” shall mean the party identified in Box 4; 5 “The Vessel” shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12. 6 “Financial Instruments” has the meaning ascribed to it in Clause 69 (Definitions). means the mortgage, deed of covenant or other such financial security instrument as annexed to this Charter and stated in Box 28. 7 8 2. Charter Period 9 10 In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to hire the Vessel for the period stated in Box 21 (“The Charter Period”). See also Clause 32 (Charter Period) 11 3. Delivery 12 (not applicable when Part III applies, as indicated in Box 37) 13 (a) The Owners shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy and in 14 every respect ready in hull, machinery and equipment for service under this Charter. 15 16 The Vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in Box 13. in such ready safe berth as the Charterers may direct. (b) The Vessel shall be properly documented on delivery in accordance with the laws of the flag state indicated in Box 5 and the requirements of the classification society stated in Box 10. The Vessel upon delivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 19 20 12. (c) The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a full performance by the Owners of all the Owners’ obligations under this Clause 3, and thereafter the Charterers shall not be entitled to make or assert any claim against the Owners on account of any conditions, representations or warranties expressed or implied with respect to the Vessel. but the Owners shall be liable for the cost of but not the time for repairs or renewals occasioned by latent defects in the Vessel, her machinery or 26 27 appurtenances, existing at the time of delivery under this Charter, provided such defects have manifested themselves within twelve (12) months after delivery unless otherwise provided in Box 32. 28 4. Time for Delivery (See Clause 35 (Delivery and Charter of Vessel)) 29 (not applicable when Part III applies, as indicated in Box 37) 30 31 The Vessel shall not be delivered before the date indicated in Box 14 without the Charterers’ consent and the Owners shall exercise due diligence to deliver the Vessel not later than the date indicated in Box 15. 32 33 34 35 Unless otherwise agreed in Box 18, the Owners shall give the Charterers not less than thirty (30) running days’ preliminary and not less than fourteen (14) running days’ definite notice of the date on which the Vessel is expected to be ready for delivery. The Owners shall keep the Charterers closely advised of possible changes in the Vessel’s position. 36 5. Cancelling (See Clause 33 (Cancellation)) 37 (not applicable when Part III applies, as indicated in Box 37) 39 38 (a) Should the Vessel not be delivered latest by the cancelling date indicated in Box 15, the Charterers shall have the option of cancelling this Charter by giving the Owners notice of cancellation within thirty-six (36) running hours Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. PART II 40 after the cancelling date stated in Box 15, failing which this Charter shall remain in full force and effect. 44 45 46 47 (b) If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they are in a position to state with reasonable certainty the day on which the Vessel should be ready, give notice thereof to the Charterers asking whether they will exercise their option of cancelling, and the option must then be declared within one hundred and sixty-eight (168) running hours of the receipt by the Charterers of such notice or within thirty-six (36) running hours after the cancelling date, whichever is the earlier. If the Charterers do not then exercise their option of cancelling, the seventh day after the readiness date stated in the Owners’ notice shall be substituted for the cancelling date indicated in Box 15 for the purpose of this Clause 5. (c) Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on the Owners under this Charter. 6. Trading Restrictions (see also Clauses 47.1(t), 47.1 (u) and 47.1 (v)) (Undertakings)) 51 52 The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading limits indicated in Box 20. 53 54 55 56 The Charterers undertake not to employ the Vessel or suffer 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 extra premium or otherwise as the insurers may prescribe. 57 The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which is forbidden by the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction, seizure or confiscation. 58 59 60 61 62 63 64 65 Notwithstanding any other provisions contained in this Charter 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. 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’ prior approval has been obtained to loading thereof. 66 7. Surveys on Delivery and Redelivery 67 Provision on Delivery see Clause 48.2 (Inspection of Vessel)(not applicable when Part III applies, as indicated in Box 37) 68 69 The Owners and Charterers shall each appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel at the time of delivery and redelivery pursuant to Clause 42.5 (Termination, Redelivery and Total Loss) hereunder (if applicable) at the costs of the Charterers. The Owners shall bear all expenses of the On-hire Survey including loss of time, if any, and the Charterers shall bear all expenses of the Off-hire Survey including loss of time, if any, at the daily equivalent to the rate of hire or pro rata thereof. 70 71 72 8. Inspection (See Clause 48 (Inspection of Vessel)) 73 74 The Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such survey on their behalf: (a) to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained. The costs and fees for such inspection or survey shall be paid by the Owners unless the Vessel is found to require repairs or maintenance in order to achieve the condition so provided; (b) in dry-dock if the Charterers have not dry-docked Her in accordance with Clause 10(g). The costs and fees for

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. PART II 79 such inspection or survey shall be paid by the Charterers; and (c) for any other commercial reason they consider necessary (provided it does not unduly interfere with the commercial operation of the Vessel). The costs and fees for such inspection and survey shall be paid by the Owners. 83 84 All time used in respect of inspection, survey or repairs shall be for the Charterers’ account and form part of the Charter Period. 85 86 The Charterers shall also permit the Owners to inspect the Vessel’s log books whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other accidents or damage to the Vessel. 87 88 9. Inventories, Oil and Stores (See Clause 35.7 (Delivery and Charter of Vessel)) 89 90 91 92 93 94 95 A complete inventory of the Vessel’s entire equipment, outfit including spare parts, appliances and of all consumable stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on delivery and again on redelivery of the Vessel. The Charterers and the Owners, respectively, shall at the time of delivery and redelivery take over and pay for all bunkers, lubricating oil, unbroached provisions, paints, ropes and other consumable stores (excluding spare parts) in the said Vessel at the then current market prices at the ports of delivery and redelivery, respectively. The Charterers shall ensure that all spare parts listed in the inventory and used during the Charter Period are replaced at their expense prior to redelivery of the Vessel. 96 10. Maintenance and Operation 103 (a) (i) Maintenance and Repairs - 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. The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operating condition and in accordance with good commercial maintenance practice and, except as provided for in Clause 14(l), if applicable, at their own expense they shall at all times keep the Vessel’s ClassificationClass fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times. 104 105 106 (ii) New Class and Other Safety Requirements - In the event of any improvement, structural changes or new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation, the Charterers shall ensure that the same are complied with and the time and costs of compliance shall be for the Charterers' account. costing (excluding the Charterers’ loss of time) more than the percentage stated in Box 23, or if Box 23 is left blank, 5 per cent of the Vessel’s insurance value as stated in Box 29, then the extent, if any, to which the rate of hire shall be varied and the ratio in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter alia, to the length of the period remaining under this Charter shall, in the absence of agreement, be referred to the dispute resolution method agreed in Clause 30. 107 108 109 110 111 112 113 114 115 116 117 (iii) Financial Security - The Charterers 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 without any delay. This obligation shall apply whether or not such requirements have been lawfully imposed by such government or division or authority thereof. 118 The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy

PART II 119 120 such requirements at the Charterers’ sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or inability to do so. 125 126 (b) Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual, navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including annual flag state fees of the Flag State and any foreign general municipality and/or state taxes. The Master, officers and crew of the Vessel shall be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners. 127 128 Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel’s flag or any other applicable law. 129 (c) 130 The Charterers shall keep the Owners and the mortgagee(s) advised of the intended employment, planned dry-docking and major repairs of the Vessel, as reasonably required. 131 (d) 132 Flag and Name of Vessel – During the Charter Period, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their funnel insignia and fly their own house flag (with all fees, costs and expenses arising in relation thereto for the Charterers' account). The Charterers shall also have the liberty, with the Owners’ consent, which shall not be unreasonably withheld, to change the flag and/or the name of the Vessel during the Charter Period (with all fees, costs and expenses arising in relation thereto for the Charterers' account). Painting and re-painting, instalment and re-instalment, registration and re-registration, if required by the Owners, shall be at the Charterers’ expense and time. 133 134 135 136 (e) 137 Changes to the Vessel – Subject to Clause 10(a)(ii), the Charterers shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenances or spare parts thereof without in each instance first securing the Owners’ approval thereof. If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of this Charter. 138 139 140 (f) Use of the Vessel’s Outfit, Equipment and Appliances - The Charterers shall have the use of all outfit, equipment, and appliances on board the Vessel at the time of delivery, provided the same or their substantial equivalent shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary wear and tear excepted. The Charterers shall from time to time during the Charter Period replace, renew or substitute such items of equipment as shall be so damaged or worn as to be unfit for use. The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Vessel. Title of any equipment so replaced, renewed or substituted shall vest in and remain with the Owners. The Charterers have the right to fit additional equipment at their expense and risk (provided that no permanent structural damage is caused to the Vessel by reason of such installation) and but the Charterers shall, at their expenses, remove such equipment and make good any damage caused by the fitting or removal of such additional equipment before the Vessel is redelivered to the Owners.at the end of the period if requested by the Owners. Any equipment including radio equipment on hire on the Vessel at time of delivery shall be kept and maintained by the Charterers and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations. 141 142 143 144 145 146 147 148 149 150 151 152 153 (g) 154 Periodical Dry-Docking - The Charterers shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not less than once during the period stated in Box 19. or, if Box 19 has been left blank, every sixty (60) calendar months after delivery or such other period as may be required by the Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. 155

PART II 156 Classification Society or flag state. 157 11. Hire (See Clause 37 (Charterhire)) 158 (a) The Charterers shall pay hire due to the Owners punctually in accordance with the terms of this Charter in respect of which time shall be of the essence. 159 160 (b) 161 The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount indicated in Box 22 which shall be payable not later than every thirty (30) running days in advance, the first lump sum being payable on the date and hour of the Vessel’s delivery to the Charterers. Hire shall be paid continuously throughout the Charter Period. 162 163 164 (c) 165 Payment of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25 and at the place mentioned in Box 26. 166 (d) 167 168 Final payment of hire, if for a period of less than thirty (30) running days, shall be calculated proportionally according to the number of days and hours remaining before redelivery and advance payment to be effected accordingly. (e) Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of. The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last reported or when the Vessel is posted as missing by Lloyd’s, whichever occurs first. Any hire paid in advance to be adjusted accordingly. 173 (f) 174 175 Any delay in payment of hire shall entitle the Owners to interest at the rate per annum as agreed in Box 24. If Box 24 has not been filled in, the three months Interbank offered rate in London (LIBOR or its successor) for the currency stated in Box 25, as quoted by the British Bankers’ Association (BBA) on the date when the hire fell due, increased by 2 per cent, shall apply. 176 177 (g) 178 179 Payment of interest due under sub-clause 11(f) shall be made within seven (7) running days of the date of the Owners’ invoice specifying the amount payable or, in the absence of an invoice, at the time of the next hire payment date. 12. Mortgage (See Clause 65.4 (Assignment and Transfer)) (only to apply if Box 28 has been appropriately filled in) (a)* The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect any mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld. 183 184 (b)* The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instrument. 185 186 187 188 189 190 191 The Charterers undertake to comply, and provide such information and documents to enable the Owners to comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in the Financial Instrument or as may be directed from time to time during the currency of the Charter by the mortgagee(s) in conformity with the Financial Instrument. The Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions and provisions of the Financial Instrument and agree to acknowledge this in writing in any form that may be required by the mortgagee(s). The Owners warrant that they have not effected any mortgage(s) other than stated in Box 28 and that they shall not agree to any amendment of the mortgage(s) referred to in Box 28 or effect any other mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld. Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. 192 193 194 *(Optional, Clauses 12(a) and 12(b) are alternatives; indicate alternative agreed in Box 28).

PART II 195 13. Insurance and Repairs (See also Clause 40 (Insurance)) 196 (a) 197 198 199 Subject to Clause 40 (Insurance), dDuring the Charter Period the Vessel shall be kept insured in accordance with Clause 40 (Insurance) by the Charterers at their expense against hull and machinery, marine and (including blocking and trapping) war and Protection and Indemnity risks and freight, demurrage and defence risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including but not limited to maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall in writing approve., which approval shall not be unreasonably withheld. Such insurances shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and the Owners' Financiers mortgagee(s) (if any), and the Charterers shall be at liberty to protect under such insurances the interests of any managers they may appoint provided such manager has entered into a manager's undertaking in form and substance acceptable to the Owners and the Owners' Financiers (if any). Insurance policies shall cover the Owners, the Owners' Financiers (if any) and the Charterers according to their respective interests. 200 201 202 203 204 Subject to the provisions of the agreed loss payable clauses, Financial Instrument, if any, and the approval of the Owners and the insurers, the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the extent of coverage under the insurances herein provided for. 205 206 207 208 The Charterers also to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances. 209 210 211 212 All time used for repairs under the provisions of sub-clause 13(a) and for repairs of latent defects according to Clause 3(c) above, including any deviation, shall be for the Charterers’ account. 213 (b) If the conditions of the above insurances permit additional insurance to be placed by the parties, such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party Owners with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers is necessary. The Charterers hereby undertake that any additional insurances that they arrange now or in the future will always be compliant with the terms of the underlying hull and machinery policies. 214 215 216 217 218 (c) 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 (if any). 219 220 (d) Subject to the provisions of the Financial Instruments and Clause 42.13 (Termination, Redelivery and Total Loss), if any, should the Vessel become a Total Loss, an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 13(a), all insurance payments for such loss shall be paid to the Owners (or, if applicable, the Owners' Financiers in accordance with the terms of the relevant loss payable clauses). who shall distribute the moneys between the Owners and the Charterers according to their respective interests. The Charterers undertake to notify the Owners and the Owners' Financiers (if any), and the mortgagee(s), if any, of any occurrences in consequence of which the Vessel is likely to become a Ttotal Lloss as defined in this 221 222 223 224 Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II 225 Clause. 226 (e) 227 The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss. 228 (f) 229 For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 13(a), the value of the Vessel is the sum indicated in Clause 40 (Insurance). Box 29. 230 14. Insurance, Repairs and Classification 231 232 (Optional, only to apply if expressly agreed and stated in Box 29, in which event Clause 13 shall be considered deleted). machinery and war risks under the form of policy or policies attached hereto. The Owners and/or insurers shall not have any right of recovery or subrogation against the Charterers on account of loss of or any damage to the Vessel or her machinery or appurtenances covered by such insurance, or on account of payments made to discharge claims against or liabilities of the Vessel or the Owners covered by such insurance. Insurance policies 233 (a) During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and 234 235 236 237 238 shall cover the Owners and the Charterers according to their respective interests. 239 (b) 240 241 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 sub-clause 10(a)(iii)) in such form as the Owners shall in writing approve which approval shall not be unreasonably withheld. 242 243 (c) 244 245 In the event that any act or negligence of the Charterers shall vitiate any of the insurance 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 insurance. and the Charterers shall 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 246 (d) The Charterers shall, subject to the approval of the Owners or Owners’ Underwriters, effect all insured repairs, 247 248 249 under the provisions of sub-clause 14(a). 250 251 The Charterers to be secured reimbursement through the Owners’ Underwriters for such expenditures upon presentation of accounts. 252 (e) 253 254 The Charterers to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances. 255 (f) 256 257 All time used for repairs under the provisions of sub-clauses 14(d) and 14(e) and for repairs of latent defects according to Clause 3 above, including any deviation, shall be for the Charterers’ account and shall form part of the Charter Period. 258 259 The Owners shall not be responsible for any expenses as are incident to the use and operation of the Vessel for such time as may be required to make such repairs. 260 (g) If the conditions of the above insurances permit additional insurance to be placed by the parties such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required 261 262 263 264 insurance in any case where the consent of such insurers is necessary. 265 (h) Should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. PART II 266 267 required under sub-clause 14(a), all insurance payments for such loss shall be paid to the Owners, who shall distribute the moneys between themselves and the Charterers according to their respective interests. 268 (i) 269 If the Vessel becomes an actual, constructive, compromised or agreed total loss under the insurances arranged by the Owners in accordance with sub-clause 14(a), this Charter shall terminate as of the date of such loss. 270 (j) 271 The Charterers shall upon the request of the Owners, promptly execute such documents as may be required to enable the Owners to abandon the Vessel to the insurers and claim a constructive total loss. 272 (k) 273 For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 14(a), the value of the Vessel is the sum indicated in Box 29. 274 (l) 275 276 Notwithstanding anything contained in sub-clause 10(a), it is agreed that under the provisions of Clause 14, if applicable, the Owners shall keep the Vessel’s Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times. 277 15. Redelivery (See Clause 42.5 (Termination, Redelivery and Total Loss)) 278 279 280 At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers to the Owners at a safe and ice-free port or place as indicated in Box 16, in such ready safe berth as the Owners may direct. The Charterers shall give the Owners not less than thirty (30) running days’ preliminary notice of expected date, range of ports of redelivery or port or place of redelivery and not less than fourteen (14) running days’ definite notice of expected date and port or place of redelivery. 281 282 283 Any changes thereafter in the Vessel’s position shall be notified immediately to the Owners. 284 285 286 287 288 289 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. 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 22 plus 10 per cent or to the market rate, whichever is the higher, for the number of days by which the Charter Period is exceeded. All other terms, conditions and provisions of this Charter shall continue to apply. 290 291 292 Subject to the provisions of Clause 10, the Vessel shall be redelivered to the Owners in the same or as good structure, state, condition and class as that in which she was delivered, fair wear and tear not affecting class excepted. 293 294 The Vessel upon redelivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 17. 295 16. Non-Lien 296 Save for Permitted Security Interest (if any), tThe 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. The Charterers further agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice reading as follows: 297 298 299 300 301 302 “This Vessel is the property of (name of Owners). It is under charter to (name of Charterers) and by the terms of the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or permit to be imposed on the Vessel any lien whatsoever.” or a notice in such analogous form as reasonably required by any Mortgagee (if any). 303 17. Indemnity (See Clauses 39.3 (Possession of Vessel), 40.16 (Insurance), 40.17 (Insurance), 40.18 (Insurance), 42.4 (Termination, Redelivery and Total Loss), 55 (Indemnities) and 57.4 (Increased Costs)) 304 (a) 305 306 The Charterers shall indemnify the Owners against any loss, damage or expense incurred by the Owners arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period. If the Vessel be arrested or otherwise detained by

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. PART II 307 308 309 reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail. 310 311 Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents. 312 (b) 313 If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail. 314 315 316 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) as a direct consequence of such arrest or detention. 317 18. Lien 318 The Owners shallto have a lien upon all cargoes, sub-hires and sub-freights belonging or due to the Charterers or any sub-charterers and any Bill of Lading freight for all claims under this Charter, and the Charterers to have a lien on the Vessel for all moneys paid in advance and not earned. 319 320 321 19. Salvage 322 323 All salvage and towage performed by the Vessel shall be for the Charterers’ benefit and the cost of repairing damage occasioned thereby shall be borne by the Charterers. 324 20. Wreck Removal 325 326 In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation. 327 328 21. General Average 329 The Owners shall not contribute to General Average. 330 22. Assignment, Sub-Charter and Sale (See Clause 65 (Assignment and Transfer)) 331 (a) 332 333 The Charterers shall not assign this Charter 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. 334 (b) 335 336 The Owners shall not sell the Vessel during the currency of this Charter except with the prior written consent of the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting an assignment of this Charter. 23. Contracts of Carriage (a)* The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and 339 340 341 conditions agreed in respect of carriage of goods shall contain a paramount clause incorporating any legislation relating to carrier’s liability for cargo compulsorily applicable in the trade; if no such legislation exists, the documents shall incorporate the Hague-Visby Rules. The documents shall also contain the New Jason Clause and the Both-to-Blame Collision Clause. 342 (b)* The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage of passengers and their luggage under this Charter shall contain a paramount clause incorporating any legislation

PART II 345 346 347 relating to carrier’s liability for passengers and their luggage compulsorily applicable in the trade; if no such legislation exists, the passenger tickets shall incorporate the Athens Convention Relating to the Carriage of Passengers and their Luggage by Sea, 1974, and any protocol thereto. 348 *Delete as applicable. 349 24. Bank Corporate Guarantee 350 (Optional, only to apply if Box 27 filled in) 351 The Charterers undertake to furnish, on or about the date of this Charter, before delivery of the Vessel, a first class bank guarantee or bond in the sum and at the place as indicated in Box 27 as a corporate guarantee from the Guarantor as guarantee and the other Security Documents (if not already earlier entered into) for full performance of their obligations under this Charter. 352 353 354 25. Requisition/Acquisition 355 (a) 356 357 358 359 360 361 Subject to the provisions of the Financial Instruments (if any) and the General Assignment, iIn the event of the Requisition for Hire of the Vessel by any governmental or other competent authority (hereinafter referred to as “Requisition for Hire”) irrespective of the date during the Charter Period when “Requisition for Hire” may occur and irrespective of the length thereof and whether or not it be for an indefinite or a limited period of time, and irrespective of whether it may or will remain in force for the remainder of the Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time when the Charter would have terminated pursuant to any of the provisions hereof. always provided however that in the event of “Requisition for Hire” any Requisition Hire or compensation received or receivable by the Owners shall be payable to the Charterers during the remainder of the Charter Period or the period of the “Requisition for Hire” whichever be the shorter. 362 363 364 365 (b) Subject to the other provisions of this Charter and the Financial Instruments (if any) iIn the event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as “Compulsory Acquisition”), then, irrespective of the date during the Charter Period when “Compulsory Acquisition” may occur, this Charter shall be deemed terminated as of the date of such “Compulsory Acquisition”. In such event Charter Hire to be considered as earned and to shall be paid up to the date and time of such “Compulsory Acquisition”. Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. 366 367 368 369 370 26. War (a) For the purpose of this Clause, the words “War Risks” shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. PART II 379 (b) The Vessel, unless the written consent of the Owners be first obtained, unless trading within the limits and safe places in accordance with The Approved Sub-charter and the Charterer has effected the additional premium required by the Vessels insurers and prior notice has been given to the Owners about the details of the itinerary and the additional insurances of the Vessel, shall not continue to or go through any port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, the Owners shall have the right to require the Vessel to leave such area. 380 381 382 383 384 385 (c) The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent’s right of search and/or confiscation. 386 387 388 389 (d) 390 If the insurers of the war risks insurance, when Clause 14 is applicable, should require payment of premiums and/or calls because, pursuant to the Charterers’ orders, the Vessel is within, or is due to enter and remain within, any area or areas which are specified by such insurers as being subject to additional premiums because of War Risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due. 391 392 393 394 (e) The Charterers shall have the liberty: 395 396 (i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions; 397 398 399 400 (ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance; 401 402 403 (iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement. 404 405 (f) In the event of outbreak of war (whether there be a declaration of war or not) 406 (i) between any two or more of the following countries: the United States of America; Russia; the United Kingdom; France; and the People’s Republic of China, 407 408 409 (ii) between any two or more of the countries stated in Box 36, both the Owners and the Charterers shall have the right to cancel this Charter, whereupon the Charterers shall redeliver the Vessel to the Owners in accordance with Clause 15, if the Vessel has cargo on board after discharge thereof at destination, or if debarred under this Clause from reaching or entering it at a near, open and safe port as directed by the Owners, or if the Vessel has no cargo on board, at the port at which the Vessel then is or if at sea at a near, open and safe port as directed by the Owners. In all cases hire shall continue to be paid in accordance with Clause 11 and except as aforesaid all 410 411 412 413

PART II 414 other provisions of this Charter shall apply until redeliverythe end of the Charter Period. 415 27. Commission 416 The Owners to pay a commission at the rate indicated in Box 33 to the Brokers named in Box 33 on any hire paid under the Charter. If no rate is indicated in Box 33, the commission to be paid by the Owners shall cover the 417 418 actual expenses of the Brokers and a reasonable fee for their work. 419 420 If the full hire is not paid owing to breach of the Charter by either of the parties the party liable therefor shall indemnify the Brokers against their loss of commission. 421 422 Should the parties agree to cancel the Charter, the Owners shall indemnify the Brokers against any loss of commission but in such case the commission shall not exceed the brokerage on one year’s hire. 423 28. Termination (See Clauses 42 (Termination, Redelivery and Total Loss) and 50 (Termination Events)) 424 (a) Charterers’ Default 425 The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter with immediate effect by written notice to the Charterers if: 426 427 (i) the Charterers fail to pay hire in accordance with Clause 11. However, where there is a failure to make punctual payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers or their bankers, 428 429 430 431 the Owners shall give the Charterers written notice of the number of clear banking days stated in Box 34 (as recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such number of days following the Owners’ notice, the payment shall stand as regular and punctual. 432 433 Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners’ notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and terminate the Charter without further notice; 434 435 (ii) the Charterers fail to comply with the requirements of: 436 (1) Clause 6 (Trading Restrictions) 437 (2) Clause 13(a) (Insurance and Repairs) 438 439 440 provided that the Owners shall have the option, by written notice to the Charterers, to give the Charterers a specified number of days grace within which to rectify the failure without prejudice to the Owners’ right to withdraw and terminate under this Clause if the Charterers fail to comply with such notice; 441 (iii) the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance and Repairs) as soon as practically possible after the Owners have requested them in writing so to do and in any 442 443 event so that the Vessel’s insurance cover is not prejudiced. 444 (b) Owners’ Default 445 446 447 448 If the Owners shall by any act or omission be in breach of their obligations under this Charter 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, the Charterers shall be entitled to terminate this Charter with immediate effect by written notice to the Owners. 449 (c) Loss of Vessel 450 451 This Charter shall be deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss. For the purpose of this sub-clause, the Vessel shall not be deemed to be Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II 452 453 454 lost unless she has either become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred. 455 (d) Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a 456 457 receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or 458 459 composition with its creditors. 460 (e) 461 The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to the date of termination and to any claim that either party might have. 462 29. Repossession (See also Clauses 42 (Termination, Redelivery and Total Loss) and 50 (Termination Events)). In the event the Vessel is due for redelivery pursuant to Clause 42.5 (Termination, Redelivery and Total Loss) or Owners have made a request for redelivery of the Vessel in accordance with the applicable provisions of Clause 42.10 (Termination, Redelivery and Total Loss), 463 464 465 466 467 In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28, the Owners shall have the right to repossess the Vessel from the Charterers at her 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 in accordance with this Clause 29, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners and the Charterers shall procure that the master and crew follow the directions of the Owners (but always provided that the safety of the Vessel and its crew shall not be materially and adversely compromised). The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter. 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 Charterers’ Master, officers and crew shall be the sole responsibility of the Charterers. 468 469 470 471 472 473 30. Dispute Resolution (See Clause 67 (Governing Law and Enforcement)) 474 (a)* This Contract shall be governed by and construed in accordance with English law and any dispute arising out of 475 476 or in connection with this Contract 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. 477 478 479 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. 480 481 The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 482 483 484 485 486 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. 487 488 Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. PART II 489 appointment of a sole arbitrator. 490 In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the 491 parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure 492 current at the time when the arbitration proceedings are commenced. 493 (b)* This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the 494 Maritime Law of the United States and any dispute arising out of or in connection with this Contract shall be 495 referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the 496 two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any 497 498 award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. 499 In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the 500 parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure 501 of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced. 502 (c)* This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by 503 the parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a 504 mutually agreed place, subject to the procedures applicable there. 505 (d) Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference 506 and/or dispute arising out of or in connection with this Contract. 507 In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the 508 following shall apply: 509 510 (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 511 mediation. 512 (ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they 513 514 agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration 515 Tribunal (“the Tribunal”) or such person as the Tribunal may designate for that purpose. The mediation shall be 516 conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the 517 event of disagreement, as may be set by the mediator. 518 (iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and 519 may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties. 520 (iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers 521 necessary to protect its interest. 522 (v) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall 523 continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account 524 when setting the timetable for steps in the arbitration. 525 (vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in 526 the mediation and the parties shall share equally the mediator’s costs and expenses. 527 (vii) The mediation process shall be without prejudice and confidential and no information or documents

PART III 1 1. Specifications and Building Contract 3 2 (a) The Vessel shall be constructed in accordance with the Building Contract (hereafter called “the Building Contract”) as annexed to this Charter, made between the Builders and the Owners and in accordance with the specifications and plans annexed thereto, such Building Contract, specifications and plans having been counter-signed as 4 5 approved by the Charterers. 6 (b) No change shall be made in the Building Contract or in the specifications or plans of the Vessel as approved by 7 the Charterers as aforesaid, without the Charterers’ consent. 8 (c) The Charterers shall have the right to send their representative to the Builders’ Yard to inspect the Vessel during the course of her construction to satisfy themselves that construction is in accordance with such approved 9 10 specifications and plans as referred to under sub-clause (a) of this Clause. (d) The Vessel shall be built in accordance with the Building Contract and shall be of the description set out therein. Subject to the provisions of sub-clause 2(c)(ii) hereunder, the Charterers shall be bound to accept the Vessel from the Owners, completed and constructed in accordance with the Building Contract, on the date of delivery by 13 the Builders. The Charterers undertake that having accepted the Vessel they will not thereafter raise any claims against the Owners in respect of the Vessel’s performance or specification or defects, if any. 14 15 16 17 18 19 Nevertheless, in respect of any repairs, replacements or defects which appear within the first 12 months from delivery by the Builders, the Owners shall endeavour to compel the Builders to repair, replace or remedy any defects or to recover from the Builders any expenditure incurred in carrying out such repairs, replacements or remedies. 20 21 22 However, the Owners’ liability to the Charterers shall be limited to the extent the Owners have a valid claim against the Builders under the guarantee clause of the Building Contract (a copy whereof has been supplied to the Charterers). The Charterers shall be bound to accept such sums as the Owners are reasonably able to recover under this Clause and shall make no further claim on the Owners for the difference between the amount(s) so 23 24 25 recovered and the actual expenditure on repairs, replacement or remedying defects or for any loss of time incurred. 26 Any liquidated damages for physical defects or deficiencies shall accrue to the account of the party stated in Box 41(a) or if not filled in shall be shared equally between the parties. 27 28 The costs of pursuing a claim or claims against the Builders under this Clause (including any liability to the Builders) shall be borne by the party stated in Box 41(b) or if not filled in shall be shared equally between the parties. 29 30 2. Time and Place of Delivery with the Building Contract and specifications to the satisfaction of the Charterers, the Owners shall give and the Charterers shall take delivery of the Vessel afloat when ready for delivery and properly documented at the Builders’ Yard or some other safe and readily accessible dock, wharf or place as may be agreed between the parties hereto and the Builders. Under the Building Contract the Builders have estimated that the Vessel will be ready for delivery to the Owners as therein provided but the delivery date for the purpose of this Charter shall be the date when the Vessel is in fact ready for delivery by the Builders after completion of trials whether that 31 (a) Subject to the Vessel having completed her acceptance trials including trials of cargo equipment in accordance 32 33 34 35 36 37 38 Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. be before or after as indicated in the Building Contract. The Charterers shall not be entitled to refuse acceptance

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. PART III 39 40 41 of delivery of the Vessel and upon and after such acceptance, subject to Clause 1(d), the Charterers shall not be entitled to make any claim against the Owners in respect of any conditions, representations or warranties, whether express or implied, as to the seaworthiness of the Vessel or in respect of delay in delivery. (b) 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 to the Owners, the Owners shall upon giving to the Charterers written notice of Builders becoming so entitled, be excused from giving delivery of the Vessel to the Charterers and upon receipt of such notice by the Charterers this Charter shall cease to have effect. (c) If for any reason the Owners become entitled under the Building Contract to reject the Vessel the Owners shall, before exercising such right of rejection, consult the Charterers and thereupon 48 49 50 (i) if the Charterers do not wish to take delivery of the Vessel they shall inform the Owners within seven (7) running days by notice in writing and upon receipt by the Owners of such notice this Charter shall cease to have effect; or 51 52 53 54 55 (ii) if the Charterers wish to take delivery of the Vessel they may by notice in writing within seven (7) running days require the Owners to negotiate with the Builders as to the terms on which delivery should be taken and/or refrain from exercising their right to rejection and upon receipt of such notice the Owners shall commence such negotiations and/or take delivery of the Vessel from the Builders and deliver her to the Charterers; 56 57 (iii) in no circumstances shall the Charterers be entitled to reject the Vessel unless the Owners are able to reject the Vessel from the Builders; 58 59 (iv) if this Charter terminates under sub-clause (b) or (c) of this Clause, the Owners shall thereafter not be liable to the Charterers for any claim under or arising out of this Charter or its termination. (d) Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing a claim therefor shall accrue to the account of the party stated in Box 41(c) or if not filled in shall be shared equally between the parties. 3. Guarantee Works 64 65 66 If not otherwise agreed, the Owners authorise the Charterers to arrange for the guarantee works to be performed in accordance with the building contract terms, and hire to continue during the period of guarantee works. The Charterers have to advise the Owners about the performance to the extent the Owners may request. 67 4. Name of Vessel 68 The name of the Vessel shall be mutually agreed between the Owners and the Charterers and the Vessel shall be painted in the colours, display the funnel insignia and fly the house flag as required by the Charterers. 69 70 5. Survey on Redelivery 71 72 The Owners and the Charterers shall appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel at the time of redelivery. 73 74 75 76 Without prejudice to Clause 15 (Part II), the Charterers shall bear all survey expenses and all other costs, if any, including the cost of docking and undocking, if required, as well as all repair costs incurred. The Charterers shall also bear all loss of time spent in connection with any docking and undocking as well as repairs, which shall be paid at the rate of hire per day or pro rata.

PART IV 1 2 3 On expiration of this Charter and provided the Charterers have fulfilled their obligations according to Part I and II as well as Part III, if applicable, it is agreed, that on payment of the final payment of hire as per Clause 11 the Charterers have purchased the Vessel with everything belonging to her and the Vessel is fully paid for. 4 In the following paragraphs the Owners are referred to as the Sellers and the Charterers as the Buyers. 5 The Vessel shall be delivered by the Sellers and taken over by the Buyers on expiration of the Charter. 6 7 8 The Sellers guarantee that the Vessel, at the time of delivery, is free from all encumbrances and maritime liens or any debts whatsoever other than those arising from anything done or not done by the Buyers or any existing mortgage agreed not to be paid off by the time of delivery. Should any claims, which have been incurred prior to the time of delivery be made against the Vessel, the Sellers hereby undertake to indemnify the Buyers against 9 all consequences of such claims to the extent it can be proved that the Sellers are responsible for such claims. Any 10 11 12 13 taxes, notarial, consular and other charges and expenses connected with the purchase and registration under Buyers’ flag, shall be for Buyers’ account. Any taxes, consular and other charges and expenses connected with closing of the Sellers’ register, shall be for Sellers’ account. 14 In exchange for payment of the last month’s hire instalment the Sellers shall furnish the Buyers with a Bill of Sale duly attested and legalized, together with a certificate setting out the registered encumbrances, if any. On delivery of the Vessel the Sellers shall provide for deletion of the Vessel from the Ship’s Register and deliver a 15 16 17 certificate of deletion to the Buyers. 18 The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates (for hull, engines, anchors, chains, etc.), as well as all plans which may be in Sellers’ possession. 19 20 The Wireless Installation and Nautical Instruments, unless on hire, shall be included in the sale without any extra payment. 21 22 23 24 25 The Vessel with everything belonging to her shall be at Sellers’ risk and expense until she is delivered to the Buyers, subject to the conditions of this Contract and the Vessel with everything belonging to her shall be delivered and taken over as she is at the time of delivery, after which the Sellers shall have no responsibility for possible faults or deficiencies of any description. Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. 26 27 The Buyers undertake to pay for the repatriation of the Master, officers and other personnel if appointed by the Sellers to the port where the Vessel entered the Bareboat Charter as per Clause 3 (Part II) or to pay the equivalent cost for their journey to any other place. 28

EXECUTION VERSION
	JINGHAI SANSHISI - 2026 - BBC

ADDITIONAL CLAUSES TO BARECON 2001 DATED ___________________ 2026

CLAUSE 32 – CHARTER PERIOD

32.1	The period of this Charter (the "Charter Period") shall, subject to the terms of this Charter, continue for a period of one hundred and twenty (120) months<br> starting from the Commencement Date.
32.2	Notwithstanding the fact that the Charter Period shall commence on the Commencement Date, this Charter shall be:
---	---
(a)	in full force and effect; and
---	---
(b)	valid, binding and enforceable against the parties hereto, with effect from the date hereof until the end of the Charter Period (subject to the terms of this Charter).
---	---

CLAUSE 33 – CANCELLATION

33.1	If:
(a)	the Vessel is not delivered by the Sellers as seller to the Owners as buyer under the MOA contemporaneously with the delivery by the Head Sellers of the Vessel to the Sellers as buyers pursuant to the<br> Shipbuilding Contract;
---	---
(b)	the Vessel is not delivered by the Sellers to the Owners as buyers under the MOA by the Cancelling Date (or such later date as the parties to the MOA may agree); or
---	---
(c)	the MOA expires, is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason (in whole or in part), then this Charter shall immediately<br> terminate and be cancelled (without prejudice to Clause 55 (Indemnities) and without the need for either the Owners or the Charterers to take any action whatsoever), provided that:
---	---
(i)	the Charterers shall be obliged to pay the applicable Mandatory Sale Price to the Owners forthwith; and
---	---
(ii)	the Owners shall be entitled to retain all fees and expenses paid by the Sellers and/or the Charterers pursuant to the Leasing Documents and if such fees have not been paid, the Charterers shall<br> forthwith pay (or procure the payment of) such fees and expenses to the Owners in accordance with the Leasing Documents, and such payment shall be irrevocable and unconditional and is acknowledged by the Charterers to be<br> proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners' risk of, inter alia, the Charterers failing to perform its obligations under this Charter. For the avoidance of<br> doubt, the termination of this Charter shall not prejudice the operation of any provision of any Leasing Document which is expressed to survive the termination or cancellation of this Charter.
---	---
ABCFL CM
---
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

CLAUSE 34 –PRE-DELIVERY INTEREST

34.1	In relation to each Pre-delivery Instalment:
(a)	following the payment of each such Pre-delivery Instalment by the Owners (as buyers) pursuant to the MOA, interest shall accrue on a daily basis on the amount of that Pre-delivery Instalment for each<br> Term during the Pre-delivery Period; and
---	---
(b)	interest on that Pre-delivery Instalment for each relevant Term shall be calculated as follows:
---	---
the amount of the relevant Pre-delivery Instalment	x	applicable Interest Rate	x	number of days of the relevant Term
---	---	---	---	---
				360
34.2	Following the Owners' prepositioning of the Delivery Instalment in accordance with clause 19 of the MOA, interest shall accrue on a daily basis at the Interest Rate on the amount of the Delivery<br> Instalment during the Term applicable to the Delivery Instalment.
---	---
34.3	The aggregate of all interest accrued under Clauses 34.1 and 34.2 (the "Pre-delivery Interest") shall be payable in one lump sum by the Charterers to the<br> Owners:
---	---
(a)	in the event that the Vessel is delivered by the Sellers to the Owners pursuant to the MOA on the<br> Scheduled Delivery Date (or such other date as agreed between the Parties), together with the first instalment of Charterhire on the First Payment Date; or
---	---
(b)	in all other cases, within three (3) Business Days of the Owners' demand.
---	---

CLAUSE 35 – DELIVERY AND CHARTER OF VESSEL

35.1	This Charter is part of a transaction involving the sale, purchase and charter of the Vessel and constitutes one of the Leasing Documents.
35.2	The obligation of the Owners to charter the Vessel to the Charterers hereunder is subject to and conditional upon:
---	---
(a)	the delivery to and acceptance by the Sellers as buyers of the Vessel under the Shipbuilding Contract;
---	---
(b)	the delivery to and acceptance by the Owners as buyers of the Vessel under the MOA;
---	---
(c)	(on or before the date falling five (5) days after the Commencement Date) the Vessel being delivered to and accepted by the Initial Sub-charterer under the Initial Sub-charter;
---	---
(d)	no Potential Termination Event or Termination Event having occurred which is continuing from the date of this Charter to the last day of the Charter Period (inclusive);
---	---
2
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(e)	the representations and warranties contained in Clause 46 (Representations and Warranties) being true and correct on the date hereof and each day thereafter<br> until and including the last date of the Charter Period;
(f)	the Delivery occurring on or before the Cancelling Date; and
---	---
(g)	the Owners having received from the Charterers:
---	---
(i)	the documents or evidence set out in Part A to Part F of Schedule 2 respectively at the relevant time specified for each such part under clause 19(c)(iii) of the MOA, in each case, in form and<br> substance satisfactory to the Owners; and
---	---
(ii)	on the Commencement Date and prior to or simultaneously with the Owners executing a dated and timed copy of the MOA PODA evidencing delivery of the Vessel under the MOA and a dated and timed copy of<br> the Acceptance Certificate, the documents or evidence set out in Part G of Schedule 2 in form and substance satisfactory to them, and if any of the documents listed in Schedule 2 are not in the English language then, where required<br> by the Owners, they shall be accompanied by a certified English translation.
---	---
35.3	The conditions precedent specified in Clause 35.2 are inserted for the sole benefit of the Owners and may be waived or deferred in whole or in part and with or without conditions by the Owners.
---	---
35.4	On the delivery to and acceptance by the Owners (in their capacity as buyers under the MOA) of the Vessel from the Sellers under the MOA, the Vessel shall be deemed to have been delivered to, and<br> accepted without reservation by, the Charterers under this Charter and the Charterers shall become and be entitled to the possession and use of the Vessel on and subject to the terms and conditions of this Charter on the same day as<br> the delivery date of the Vessel under the MOA.
---	---
35.5	On Delivery, as evidence of the commencement of the Charter Period, the Charterers shall sign and deliver to the Owners, the Acceptance Certificate. The Charterers shall be deemed to have accepted the<br> Vessel under this Charter, and the commencement of the Charter Period having started, on Delivery even if, for whatever reason, the Acceptance Certificate is not signed and/or the Charterers do not take actual possession of the<br> Vessel at that time.
---	---
35.6	The Charterers shall not be entitled for any reason whatsoever to refuse to accept delivery of the Vessel under this Charter once the Vessel has been delivered to and accepted by the Owners (in their<br> capacity as buyers) from the Sellers under the MOA, and the Owners shall not be liable for any losses, costs or expenses whatsoever or howsoever arising including without limitation, any loss of profit or any loss or otherwise:
---	---
(a)	resulting directly or indirectly from any defect or alleged defect in the Vessel (including but not limited to any deficiency in seaworthiness, merchantability, classification, condition, design,<br> quality, operation, performance, capacity or fitness for use or the eligibility of the Vessel for any particular trade or operation) or any failure of the Vessel; or
---	---
(b)	arising from any delay in the commencement of the Charter Period or any failure of the Charter Period to commence.
---	---
3
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

35.7

The Owners shall not be obliged to deliver the Vessel to the Charterers with any bunkers and unused lubricating oils and hydraulic oils and greases in storage tanks and unopened drums of the Vessel except for such items which are already on the Vessel on Delivery. The Owners shall not be responsible for the fitness, quality or quantity of any such bunkers and unused lubricating oils and hydraulic oils and greases and the Charterers shall make no claim against Owners in respect of the same.

35.8

The Charterers shall procure receipt by the Owners of the conditions subsequent set out in Part H of Schedule 2 in a form and substance satisfactory to the Owners within the time periods permitted therein.

---

CLAUSE 36 – QUIET ENJOYMENT

(a)	if requested by the Charterers (upon receipt of a demand from any third party Approved Sub-charterer), a quiet enjoyment to be entered between the Owners, the Charterers and such Approved<br> Sub-charterer on such terms as may be agreed between the relevant parties, all acting reasonably; and
(b)	any Mortgagee shall execute and deliver to the Charterers a quiet enjoyment letter in favour of the Charterers in a form mutually acceptable to the Mortgagee and the Charterer.
---	---

CLAUSE 37 – CHARTERHIRE

37.1	In consideration of the Owners agreeing, at the request of the Charterers, to purchase the Vessel from the Sellers under the MOA and subsequently charter the Vessel to the Charterers under this<br> Charter, the mutual covenants contained herein and other good and valuable consideration (the adequacy of such consideration which the Charterers hereby acknowledge), the Charterers hereby irrevocably and unconditionally agree to<br> pay to the Owners the Charterhire and all other amounts payable under this Charter in accordance with the terms of this Charter.
37.2	Following Delivery and commencing from the Commencement Date, the Charterers shall pay the Charterhire in arrears in quarterly instalments on the tenth (10^th^) day of each calendar month that falls at three-month interval from the Commencement Date (each, a "Payment Date"), save that:
---	---
(a)	the first instalment of Charterhire shall fall on the tenth (10^th^) day of the third calendar month after the<br> Commencement Date (excluding the calendar month in which the Commencement Date falls, the "First Payment Date"); and
---	---
(b)	the final instalment of Charterhire shall fall on the last day of the Charter Period.
---	---
37.3	In relation to each Payment Date, the Charterhire instalment shall consist of:
---	---
(a)	subject to any prepayment made in accordance with Clause 47.1(y)(ii)(A), a capital element of Charterhire (the "Fixed Charterhire"), in the amount stated in the third column headed "Principal" in the Repayment Schedule corresponding to the Term ending on such Payment Date; and
---	---
4
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(b)

a variable element of Charterhire (the "Variable Charterhire") which shall be calculated by applying the applicable Interest Rate to the Outstanding Capital Balance on the immediately preceding Payment Date (or, in the case of the first instalment only, to the Financing Amount) for each day of the relevant Term ending on the relevant Payment Date by reference to the actual number of days elapsed.

For the purpose of determining each instalment of Charterhire under this Clause 36.3:

(i)	the Charterers hereby expressly acknowledge that the Repayment Schedule in its form and content as attached hereto is prepared based on the assumption that the<br> Financing Amount equals US$38,420,000 (and accordingly the Purchase Obligation Price equals $18,200,000); and
(ii)	the Charterers irrevocably consent and agree that the Owners may deliver to the Charterers, if necessary as soon as practicable after the Commencement Date, an amended Repayment<br> Schedule calculated by reference to the actual Financing Amount with pro-rata adjustment. Any amended Repayment Schedule prepared and delivered to the Charterers pursuant to this sub-paragraph shall, from the date the same is<br> delivered to the Charterers, be deemed to be incorporated into this Charter and, for the purposes of this Charter, shall thereafter constitute the applicable Repayment Schedule.
---	---
37.3A	For the purposes of determining the Interest Rate of any Term, if no Average SOFR is available for any relevant Term, there shall be no Reference Rate for that Term and Clause 38.3 below shall apply<br> to the relevant Instalment or the prevailing Outstanding Capital Balance or any part thereof for that Term.
---	---
37.4	Payment of Pre-delivery Interest and Charterhire on any due date shall be made in same day available funds and received by the Owners by not later than 4.00 pm (Beijing time). Any payment of<br> Pre-delivery Interest and Charterhire which is due to be made on a date which is not also a Business Day shall be made on the preceding Business Day instead.
---	---
37.5	Time of payment of the Pre-delivery Interest and Charterhire and any other payments by the Charterers under this Charter shall be of the essence of this Charter.
---	---
37.6	All payments of the Pre-delivery Interest, the Charterhire and any other moneys payable hereunder shall be made in Dollars.
---	---
37.7	All payments of the Pre-delivery Interest, the Charterhire and any other moneys payable hereunder shall be payable by the Charterers to the Owners' designated bank account as the Owners may notify the<br> Charterers in writing from time to time.
---	---
37.8	Payment of the Pre-delivery Interest, the Charterhire and any other amounts under this Charter shall be at the Charterers' risk until receipt by the Owners.
---	---
37.9	The Vessel shall not at any time be deemed off-hire and the Charterers' obligation to pay the Pre-delivery Interest, the Charterhire and any other amounts payable in this Charter (including but not<br> limited to the Termination Sum) in Dollars shall be absolute and unconditional under any and all circumstances and shall not be affected by any circumstances of any nature whatsoever including but not limited to:
---	---
5
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(a)	any set off, counterclaim, recoupment, defence, claim or other right which the Charterers may at any time have against the Owners or any other person for any reason whatsoever including, without<br> limitation, any act, omission or breach on the part of the Owners under this Charter or any other agreement at any time existing between the Owners and the Charterers;
(a)	any change, extension, indulgence or other act or omission in respect of any indebtedness or obligation of the Charterers, or any sale, exchange, release or surrender of, or other dealing in, any<br> security for any such indebtedness or obligation;
---	---
(b)	any title defect or encumbrance or any dispossession of the Vessel by title paramount or otherwise;
---	---
(c)	any defect in the seaworthiness, condition, value, design, merchantability, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade, or for registration<br> or documentation under the laws of any relevant jurisdiction;
---	---
(d)	the Total Loss or any damage to or forfeiture or court marshall's or other sale of the Vessel if the Termination Sum or any part thereof remains due;
---	---
(e)	any libel, attachment, levy, detention, sequestration or taking into custody of the Vessel or any restriction or prevention of or interference with or interruption or cessation in, the use or<br> possession thereof by the Charterers unless for such period where such arrest, detention or seizure is solely attributable to the fault of the Owners;
---	---
(f)	any insolvency, bankruptcy, reorganization, arrangement, readjustment, dissolution, liquidation or similar proceedings by or against the Charterers and any other Relevant Person;
---	---
(g)	any invalidity, unenforceability, lack of due authorization or other defects, or any failure or delay in performing or complying with any of the terms and provisions of this Charter or any of the<br> Leasing Documents by any party to this Charter or any other person;
---	---
(h)	any enforcement or attempted enforcement by the Owners of their rights under this Charter or any of the Leasing Documents executed or to be executed pursuant to this Charter;
---	---
(i)	any loss of use of the Vessel due to deficiency or default or strike of officers or crew, fire, breakdown, damage, accident, defective cargo or any other cause which would or might but for this<br> provision have the effect of terminating or in any way affecting any obligation of the Charterers under this Charter; or
---	---
(j)	any prevention, delay, deviation or disruption in the use of the Vessel resulting from the wide outbreak of any viruses or any other highly infectious or contagious diseases (including the 2019 novel<br> coronavirus), including but not limited to those caused by:
---	---
(i)	closure of ports;
---	---
(ii)	prohibitions or restrictions against the Vessel calling at or passing through certain ports;
---	---
6
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(iii)	restriction in the movement of personnel and/or shortage of labour affecting the operation of the Vessel or the operation of the ports (including stevedoring operations);
(iv)	quarantine regulations affecting the Vessel, its cargo, the crew members or relevant port personnel;
---	---
(v)	fumigation or cleaning of the Vessel; or
---	---
(vi)	any claims raised by any Sub-charterer or manager of the Vessel that a force majeure event or termination event (or any other analogous event howsoever called) has occurred under the relevant charter<br> agreement or management agreement (as the case may be) of the Vessel as a result of the outbreak of such viruses.
---	---
37.10	All stamp duty, value added tax (for the avoidance of doubt, including without limitation, goods and services tax), withholding or other taxes and import and export duties and all other similar types<br> of charges which may be levied or assessed on or in connection with:
---	---
(a)	the operation of this Charter in respect of the hire and all other payments to be made pursuant to this Charter and the remittance thereof to the Owners; and
---	---
(b)	the import, export, purchase, operation, delivery and re-delivery of the Vessel, shall be borne by the Charterers.
---	---
37.11	The Charterers shall pay, if applicable, value added tax and other similar tax levied on any Charterhire, the Pre-delivery Interest and other payments payable under this Charter by addition to, and at<br> the time of payment of, such amounts. If any such taxes arise as a result of (i) the Owners being incorporated in the People's Republic of China and (ii) the introduction or alteration after the date of this Charter of a law in the<br> People's Republic of China or an alteration after the date of this Charter in the manner in which a law in the People's Republic of China interpreted or applied (the "Tax Changes"), and after<br> the Owners and the Charterers having exercised reasonable endeavours to mitigate the effect of the Tax Changes (at the cost of the Charterers) following notification from the Owners to the Charterers regarding the occurrence of the<br> Tax Changes such Tax Changes continue to have the same effect, the Charterers shall have the option to pay the Mandatory Sale Price to the Owners within thirty (30) days following such notice by the Owners, and this Charter shall<br> terminate in accordance with the procedures set out in Clause 51.4.
---	---

CLAUSE 38 – CHANGES TO INTEREST RATE, DEFAULT INTEREST

38.1	If, before the Reporting Time of any Term, the Owners determine (which determination shall be conclusive and binding) that their cost of funds relating to any Instalment or the then prevailing<br> Outstanding Capital Balance or any part thereof would be in excess of the Market Disruption Rate, the Owners shall promptly notify the Charterers accordingly and Clause 38.3 below shall apply to the relevant Instalment the<br> prevailing Outstanding Capital Balance or any part thereof for that Term.
38.2	Immediately following the notification referred to in Clause 38.1 above, if the Owners and Charterers so require, the Owners and the Charterers shall negotiate in good faith (for a period not more<br> than thirty (30) days) with a view to agreeing upon a substitute basis for determining the applicable Interest Rate for that Term. Subject to Clause 38.5, any substitute or alternative basis agreed pursuant to this Clause shall,<br> with the prior written consent of the Parties, be binding on the Parties.
---	---
7
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

38.3	If:
(a)	this Clause 38.3 applies pursuant to Clause 37.3A and Clause 38.1; or
---	---
(b)	a substitute basis is not so requested and/or agreed pursuant to Clause 38.2 above; or
---	---
(c)	the amendment or waiver to the terms of the Leasing Documents is not so agreed pursuant to Clause 38.5, the applicable Interest Rate shall be the percentage<br> rate per annum which is the sum of:
---	---
(i)	the Margin, and
---	---
(ii)	the cost of funds certified and notified by the Owners, with relevant supporting evidence available to the Owners at the relevant time (expressed as an annual rate of interest) relating to the<br> relevant Instalment or the then prevailing Outstanding Capital Balance or any part thereof during the relevant Term (as reasonably determined by the Owners), provided that if the rate pursuant to (ii) above is less than zero, the<br> relevant rate shall be deemed to be zero. It is hereby agreed that the Charterers shall have the option to pay the applicable Mandatory Sale Price to the Owners within thirty (30) days following such notice by the Owners pursuant to<br> this Clause 38.3, and this Charter shall terminate in accordance with the procedures set out in Clause 51.4.
---	---
38.4	If this Clause 38.4 applies pursuant to Clause 38.1 and the Owners do not notify a Funding Rate to the Charterers by the Reporting Time, the Owners' cost of funds relating to the relevant Instalment<br> or the Outstanding Capital Balance or any part thereof for that Term shall be deemed, for the purposes of Clause 38.3(c)(ii) above, to be the Market Disruption Rate.
---	---
38.5	If a Published Rate Replacement Event has occurred in relation to any Published Rate for dollars, the Owners are entitled to make any amendment or waiver to the terms of the Leasing Documents with the<br> consent of the Charterers (at the Charterers' cost) which relates to:
---	---
(a)	providing for the use of a Replacement Reference Rate in relation to Dollars in place of (or in addition to) that Published Rate; and
---	---

(b)

(i)	aligning any provision of any Leasing Document to the use of that Replacement Reference Rate;
(ii)	enabling that Replacement Reference Rate to be used for the calculation of the Interest Rate under this Charter (including, without limitation, any consequential changes required to enable that<br> Replacement Reference Rate to be used for the purposes of this Charter);
---	---
8
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(iii)	implementing market conventions applicable to that Replacement Reference Rate;
(iv)	providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
---	---
(v)	adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement<br> Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that<br> designation, nomination or recommendation), and pending any such amendment or waiver and the Replacement Reference Rate being utilised under the Leasing Documents to calculate the Interest Rate, Clause 38.3 shall apply to the<br> calculation of the Interest Rate.
---	---
38.6	If the Charterers or the Sellers fail to make any payment due under this Charter or any other Leasing Documents on the due date, they shall pay additional interest on such late payment at the default<br> rate which is equal to two per cent. (2%) per annum above the applicable Interest Rate for the relevant Term, if the overdue amount had, during the period of non-payment, constituted an Instalment or the Outstanding Capital Balance<br> (as the case may be) in the currency of the overdue payment for successive Terms, each of a duration selected by the Owners. Any interest accruing under this Clause 38.6 shall be immediately payable upon demand by the Owners and<br> shall accrue on a daily basis from the date on which such payment became due up to and excluding the date of payment thereof, and the Charterers and the Owners agree that<br> such default rate is proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners' risk of the Charterers failing to perform their obligations under this Charter.
---	---
38.7	All interest (including default interest) and any other payments under this Charter which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the<br> actual number of days elapsed and a three hundred and sixty (360) days' year.
---	---

CLAUSE 39 – POSSESSION OF VESSEL

39.1	The Charterers shall not, without the prior written consent of the Owners, assign, mortgage or pledge the Vessel or any interest therein, its Earnings, Insurances and/or any Requisition Compensation<br> and shall not permit the creation or existence of any Security Interest thereon (including for any monies paid in advance and not earned, and for any claims for damages arising from any breach by the Owners of this Charter and<br> other amounts due to the Charterers under this Charter) except for the Permitted Security Interests.
39.2	The Charterers shall promptly notify any party (including, without limitation, the Initial Sub-charterer or any other Sub-charterer of the Vessel) (as the Owners may request) in writing that the<br> Vessel is the property of the Owners and the Charterers shall provide the Owners with a copy of such written notification and satisfactory evidence to the opinion of the Owners that such party has received such written notification.
---	---
9
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

39.3	Subject to Clause 39.4, if the Vessel is arrested, seized, impounded, forfeited, detained or taken out of their possession or control (whether or not pursuant to any distress, execution or other legal<br> process), the Charterers shall procure the immediate release of the Vessel (whether by providing bail or procuring the provision of security or otherwise do such lawful things as the circumstances may require) and shall immediately<br> notify the Owners of such event and shall indemnify the Owners against all losses, costs or charges incurred by the Owners by reason thereof in re-taking possession or otherwise in re-acquiring the Vessel. Without prejudice to the<br> generality of the foregoing and Clause 54 (Sale of the Vessel), the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the master, officers or<br> agents signing bills of lading or other documents.
39.4	If the Vessel is arrested, seized, impounded, forfeited or otherwise detained solely because of the Owners' direct actions or omissions and for reasons which are not in any part of a consequence of<br> contributory negligence and/or wilful misconduct of any Sub-charterer, a Relevant Person or any other member of the Group (or its affiliates), the Owners shall at their own expense take all reasonable steps to procure that the<br> Vessel is released within a reasonable time.
---	---
39.5	The Charterers shall pay and discharge or cause the Initial Sub-charterer or any other Sub-charterer of the Vessel to pay and discharge all obligations and liabilities whatsoever which have given or<br> may give rise to liens on or claims enforceable against the Vessel. The Charterers shall take all steps to prevent (and shall procure that any Sub-charterer shall take all steps to prevent) an arrest (threatened or otherwise) of the<br> Vessel.
---	---

CLAUSE 40 - INSURANCE

40.1	The Charterers shall, at their own cost and expense, procure that the insurances for the Vessel are effected during the Charter Period:
(a)	in Dollars;
---	---
(b)	in the case of fire and usual hull and machinery, marine risks and war risks (including blocking and trapping), on an agreed value basis of at least the higher of (i) the prevailing Market Value of<br> the Vessel at the relevant time or (ii) one hundred and twenty per cent (120%) of the then prevailing Outstanding Capital Balance;
---	---
(c)	in the case of oil pollution liability risks for the Vessel, for an aggregate amount equal to the higher of (i) the highest level of cover from time to time available under protection and indemnity<br> club entry and in the international marine insurance market and (ii) an amount of not less than $1,000,000,000;
---	---
(d)	in the case of protection and indemnity risks, in respect of the full tonnage of the Vessel and with a protection and indemnity club which is a member of the International Group of Protection and<br> Indemnity Clubs and acceptable to the Owners;
---	---
(e)	with first class international insurers and/or underwriters acceptable to the Owners and having a Standard & Poor's rating of BBB+ or above, a Moody's rating of A or above or an AM Best rating of<br> A- or above or otherwise acceptable to the Owners or, in the case of war risks through a protection and indemnity club which meets the requirements of paragraph (d) above; and
---	---
(f)	on terms and in form acceptable to the Owners.
---	---
10
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

40.2	In addition to the terms set out in Clause 13(a) (Insurance and Repairs), the Charterers shall procure that the Obligatory Insurances shall:
(a)	subject always to paragraph (b), name the Charterers, the Approved Manager and the Owners (and if applicable the Owners' Financiers if so required by the Owners) as<br><br> the only named assureds unless the interest of every other named assured or co-assured is limited:
---	---
(i)	in respect of any Obligatory Insurances for hull and machinery and war risks;
---	---
(A)	to any provable out-of-pocket expenses that they have incurred and which form part of any recoverable claim on underwriters; and
---	---
(B)	to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against them); and
---	---
(ii)	in respect of any Obligatory Insurances for protection and indemnity risks, to any recoveries they are entitled to make by way of reimbursement following discharge of any third party liability claims<br> made specifically against them, and every other named assured or co-assured has undertaken in writing to the Owners or the Owners' Financiers (in such form as they may require) that any deductible shall be apportioned between the<br> Charterers and every other named assured or co-assured (save for the Owners or the Owners' Financiers (if any)) in proportion to the gross claims made by or paid to each of them and that they shall do all things necessary and<br> provide all documents, evidence and information to enable the Owners and the Owners' Financiers (if any) in accordance with the terms of the loss payable clause, to collect or recover any moneys which at any time become payable in<br> respect of the Obligatory Insurances;
---	---
(b)	whenever the Owners or the Owners' Financiers (if any) require:
---	---
(i)	in respect of fire and other usual marine risks and war risks, name (or be amended to name) the Owners' Financiers as additional named assured for their rights and interests, warranted no operational<br> interest and with full waiver of rights of subrogation against such financiers, but without such financiers thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;
---	---
(ii)	in relation to protection and indemnity risks, name (or be amended to name) the Owners' Financiers as additional insured or co-assured for their rights and interests to the extent permissible under<br> the relevant protection and indemnity club rules; and
---	---
(iii)	name the Owners' Financiers and the Owners as respectively the first ranking loss payee and the second ranking loss payee (and in the absence of any financiers, the Owners as first ranking loss payee)<br> in accordance with the terms of the relevant loss payable clauses approved by the Owners' Financiers and the Owners with such directions for payment in accordance with the terms of such relevant loss payable clause, as the Owners<br> and the Owners' Financiers (if any) may specify;
---	---
11
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(c)	provide that all payments by or on behalf of the insurers under the Obligatory Insurances to the Owners and/or the Owners' Financiers (as applicable) shall be made without set-off, counterclaim,<br> deductions or condition whatsoever;
(d)	provide that such Obligatory Insurances shall be primary without right of contribution from other insurances which may be carried by the Owners or the Owners' Financiers (if any);
---	---
(e)	provide that the Owners and/or the Owners' Financiers (if any) may make proof of loss if the Charterers fail to do so; and
---	---
(f)	provide that if any Obligatory Insurance is cancelled, or if any substantial change is made in the coverage which adversely affects the interest of the Owners and/or the Owners' Financiers (if any),<br> or if any Obligatory Insurance is allowed to lapse for non-payment of premium, such cancellation, change or lapse shall not be effective with respect to the Owners and/or the Owners' Financiers (if any) for thirty (30) days after<br> receipt by the Owners and/or the Owners' Financiers (if any) of prior written notice from the insurers of such cancellation, change or lapse.
---	---
40.3	The Charterers shall:
---	---
(a)	at least fifteen (15) days prior to Delivery (or such shorter period agreed by the parties), notify in writing the Owners of the terms and conditions of all Insurances (copied to the Owners'<br> Financiers (if any) and the brokers or insurers with whom the Insurances are or will be placed);
---	---
(b)	at least fifteen (15) days before the expiry of any obligatory insurance or otherwise before the change of appointment of any brokers (or other insurers) and any protection and indemnity or war risks<br> association through which Obligatory Insurances are taken from time to time pursuant to this Clause 40 (Insurance), notify the Owners (copied to the Owners' Financiers (if any)) of the<br> brokers (or other insurers) and any protection and indemnity or war risks association through or with whom the Charterers propose to renew or obtain that Obligatory Insurance and of the proposed terms of such renewed or new<br> insurance cover and obtain the Owners' approval to such matters;
---	---
(c)	at least seven (7) days before the expiry of any Obligatory Insurance, procure that such Obligatory Insurance is renewed or to be renewed on its expiry date in accordance with the provisions of this<br> Charter;
---	---
(d)	procure that the approved brokers and/or the war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal or the effective date of the new<br> insurance and protection and indemnity cover notify the Owners (copied to the Owners' Financiers (if any)) in writing of the terms and conditions of the renewal; and
---	---
(e)	as soon as practicable after the expiry of any Obligatory Insurance and within thirty (30) days after such expiry, deliver to the Owners a letter of undertaking as required by this Charter in respect<br> of such Insurances for the Vessel as renewed pursuant to Clause 40.3(c) (Insurance) together with copies of the relevant policies or cover notes or entry certificates duly endorsed with the<br> interest of the Owners and/or the Owners' Financiers (if any).
---	---
12
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

40.4	The Charterers shall ensure that all insurance companies and/or underwriters, and/or insurance brokers (if any) provide the Owners with copies (or upon the Owners' request, originals) of policies,<br> cover notes and certificates of entry relating to the Obligatory Insurances which they are to effect or renew and letter or letters of undertaking in a form required by the Owners and/or the Owners' Financiers (if any) and including<br> undertakings by the insurance companies and/or underwriters that:
(a)	they will have endorsed on each policy, immediately upon issuance, a loss payable clause and a notice of assignment complying with the provisions of this Charter and the Financial Instruments;
---	---
(b)	they will hold the benefit of such policies and such insurances, to the order of the Owners and/or the Owners' Financiers (if any) and/or such other party in accordance with the said loss payable<br> clause;
---	---
(c)	they will advise the Owners and the Owners' Financiers (if any) promptly of any material change to the terms of the Obligatory Insurances of which they are aware;
---	---
(d)	(i) they will indicate in the letters of undertaking that they will immediately notify the Owners and the Owners' Financiers (if any) when any cancellation, charge or lapse of the relevant obligatory<br> insurance occur and (ii) following a written application from the Owners and/or the Owners' Financiers (if any) not later than one (1) month before the expiry of the Obligatory Insurances they will notify the Owners and the Owners'<br> Financiers (if any) not less than fourteen (14) days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from the Charterers and, in the event of their receiving<br> instructions to renew, they will promptly notify the Owners and the Owners' Financiers (if any) of the terms of the instructions; and
---	---
(e)	if any of the Obligatory Insurances form part of any fleet cover, the Charterers shall procure that the insurance broker(s), or leading insurer, as the case may be, undertakes to the Owners and the<br> Owners' Financiers (if any) that such insurance broker or insurer will not set off against any sum recoverable in respect of a claim relating to the Vessel under such Obligatory Insurances any premiums due in respect of any other<br> vessel under any fleet cover of which the Vessel forms a part or any premium due for other insurances, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums, and they<br> will not cancel such Obligatory Insurances by reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Owners<br> and/or the Owners' Financiers (if any) and where practicable.
---	---
40.5	The Charterers shall ensure that any protection and indemnity and/or war risks associations in which the Vessel is entered provides the Owners and the Owners' Financiers (if any) with:
---	---
(a)	a copy of the certificate of entry for the Vessel as soon as such certificate of entry is issued;
---	---
(b)	a letter or letters of undertaking in such form as may be required by the Owners and the Owners' Financiers (if any) and agreed by such associations or in such association's standard form; and
---	---
(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Vessel.
---	---
13
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

40.6	The Charterers shall ensure that all policies relating to Obligatory Insurances are deposited with the approved brokers (if any) through which the insurances are effected or renewed.
40.7	The Charterers shall procure that all premiums or other sums payable in respect of the Obligatory Insurances are punctually paid and produce all relevant receipts when so required by the Owners.
---	---
40.8	The Charterers shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.
---	---
40.9	The Charterers shall neither do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable<br> or render any sum payable under an Obligatory Insurance repayable in whole or in part; and, in particular:
---	---
(a)	the Charterers shall procure that all necessary action is taken and all requirements are complied with which may from time to time be applicable to the Obligatory Insurances, and (without limiting the<br> obligations contained in this Clause 40 (Insurance)) ensure that the Obligatory Insurances are not made subject to any exclusions or qualifications to which the Owners have not given their<br> prior approval (unless such exclusions or qualifications are made in accordance with the rules of a protection and indemnity association which is a member of the International Group of Protection And Indemnity Clubs);
---	---
(b)	the Charterers shall not make or permit any changes relating to the classification or the classification society of the Vessel or, subject to procuring the provision of a replacement manager's<br> undertaking in substantially the same form as the Manager's Undertaking, any changes to the manager or operator of the Vessel unless such changes have, if required, first been approved by the underwriters of the Obligatory<br> Insurances, the Owners and the Owners' Financiers (if any);
---	---
(c)	the Charterers shall procure that all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Vessel is entered to maintain cover<br> for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation) are made and the Charterers shall promptly provide the Owners with<br> copies of such declarations and a copy of its valid certificate of financial responsibility; and
---	---
(d)	the Charterers shall not employ the Vessel, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the Obligatory Insurances, without first obtaining the consent of<br> the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.
---	---
40.10	The Charterers shall not make or agree to any alteration to the terms of any Obligatory Insurance nor waive any right relating to any Obligatory Insurance without the prior written consent of the<br> Owners and the Owners' Financiers (if any).
---	---
40.11	The Charterers shall not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things necessary and provide all documents,<br> evidence and information to enable the Owners to collect or recover any moneys which at any time become payable in respect of the Obligatory Insurances.
---	---
14
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

40.12	The Charterers shall provide the Owners upon written request (except that upon the occurrence of a Total Loss or a Major Casualty the Charterers shall provide the following immediately without the<br> Owners' making any request), copies of:
(a)	all communications between the Charterers and:
---	---
(i)	the approved brokers;
---	---
(ii)	the approved protection and indemnity and/or war risks associations; and/or
---	---
(iii)	the approved insurers and/or underwriters, which relate directly or indirectly to:
---	---
(A)	the Charterers' obligations relating to the Obligatory Insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and
---	---
(B)	any credit arrangements made between the Charterers and any of the persons referred to in paragraphs (i) or (ii) above relating wholly or partly to the effecting or maintenance of the Obligatory<br> Insurances; and
---	---
(b)	any communication with any party involved in case of a claim under any of the Vessel's insurances.
---	---
40.13	The Charterers shall promptly provide the Owners (or any persons which they may designate) with:
---	---
(a)	any information which the Owners or the Owners' Financiers (or any such designated person) request for the purpose of:
---	---
(i)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the Obligatory Insurances effected or proposed to be effected; and/or
---	---
(ii)	effecting, maintaining or renewing any such insurances as are referred to in Clause 13(a) (Insurance and Repairs) or Clause 40 (Insurance) dealing with or considering any matters relating to any such insurances; and
---	---
(b)	copies of any communication between all parties involved in case of a claim under any of the Vessel's insurances exceeding the Major Casualty amount.
---	---
40.14	If one or more of the Obligatory Insurances are not effected and maintained with first class international insurers or are effected with an insurance or captive Subsidiary of the Owners or the<br> Charterers, then the Charterers shall procure, at their own expense, that the relevant insurers maintain in full force and effect facultative reinsurances with reinsurers and through brokers, in each case, of recognised standing and<br> acceptable in all respects to the Owners. Any reinsurance policy shall include, if and when permitted by law, a cut-through clause in a form acceptable to the Owners and/or the Owners' Financiers (if any). The Charterers shall<br> procure that underwriters of the primary insurances assign each reinsurance to the relevant financiers in full, if required.
---	---
15
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

40.15	The Charterers shall upon demand fully indemnify the Owners (including if requested by the Owners, make direct payment to the relevant insurer or broker for the same) in respect of all premiums and<br> other expenses which are incurred by:
(a)	the Owners in connection with or with a view to effecting, maintaining or renewing an innocent owners interest insurance and an innocent owners additional perils insurance or any similar protective<br> shipowner insurance that is taken out in respect of the Vessel; and/or
---	---
(b)	the Owners' Financiers (if any) in connection with or with a view to effecting, maintaining or renewing a mortgagee's interest insurance, a mortgagee's additional perils insurance, all protection and<br> indemnity insurance that is taken out in respect of the Vessel subject to the Owners' Financiers (if any) having provided to the Owners at the relevant time any form of loan facility to refinance the Vessel,
---	---

in the case as referred to in paragraph (a), in an amount at least one hundred and twenty per cent (120%) of the Outstanding Capital Balance from time to time or in the case as referred to in paragraph (b), in an amount at least one hundred and twenty per cent (120%) of the relevant outstanding loan amount from time to time and on such other terms, through such insurers and generally in such manner as the Owners or the Owners' Financiers (as the case may be) may from time to time consider appropriate.

40.16	The Charterers shall be solely responsible for and indemnify the Owners in respect of all loss or damage to the Vessel (insofar as the Owners shall not be reimbursed by the proceeds of any insurance<br> in respect thereof) however caused occurring at any time or times before physical possession thereof is retaken by the Owners, with only reasonable wear and tear to the Vessel excepted.
40.17	The Charterers shall reimburse or indemnify the Owners for any expenses incurred or to be incurred by the Owners in obtaining a detailed report signed by an independent firm of marine insurance<br> brokers approved by the Owners dealing with the Obligatory Insurances and stating the opinion of such firm as to the adequacy of the Obligatory Insurances:
---	---
(a)	when an agreed form of such detailed report satisfactory to the Owners is obtained as a condition precedent requirement under Schedule 2 of this Charter;
---	---
(b)	when the Owners procure the issuance of such detailed report no more than once every calendar year, unless a Termination Event has occurred in which case such reports may be procured at the<br> Charterer's cost at any such time; and
---	---
(c)	further from time to time upon the Owners' demand where, in the Owners' opinion, at any time during the Charter Period there has been a material change in the terms of the Insurances and/or a change<br> in the circumstances which would materially adversely affect the adequacy of the Obligatory Insurances.
---	---
40.18	The Charterers shall:
---	---
16
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(a)

keep the Vessel insured at their expense against such other risks (other than loss of hire and the contingent liability insurance which shall be insured against upon an occurrence and during the continuance of a Termination Event) which the Owners consider reasonable for a prudent shipowner or operator to insure against for trading, management, operational and/or safety purposes at the relevant time (as notified by the Owners and having regard to the then existing available insurance cover and standard practice in the operation of vessels of the same type as the Vessel) and which risks are, at that time, generally insured against by owners or operators of vessels similar to the Vessel or of the same type as the Vessel (including without limitation, innocent owners interest insurance, innocent owners additional perils insurance, mortgagee's interest insurance and mortgagee's additional perils insurance but excluding loss of hire and contingency liability insurance, save that the Owners may take out upon an occurrence and during the continuance of a Termination Event); and

(b)

upon demand fully indemnify the Owners in respect of all premiums and other expenses incurred by the Owners in respect of any other insurances (other than loss of hire insurances and the contingent liability insurances which the Owners may take out upon an occurrence and during the continuance of a Termination Event) which the Owners deem necessary (having regard to the existing insurance cover and market practice for the trading, management, operation and safety of vessels of the same type) and takes out in respect of the Vessel.

---

CLAUSE 41 – WARRANTIES RELATING TO VESSEL

41.1	It is expressly agreed and acknowledged that the Owners are not the manufacturer or original supplier of the Vessel but that the Owners (in their capacity as buyers) have purchased the Vessel from the<br> Sellers pursuant to the MOA at the request of the Charterers, for the purpose of then chartering the Vessel to the Charterers hereunder and that no condition, term, warranty or representation of any kind is or has been given to the<br> Charterers by or on behalf of the Owners in respect of the Vessel (or any part thereof).
41.2	All conditions, terms, representation or warranties express or implied by the law relating to the specifications, quality, functions, conditions description, merchantability or fitness for any purpose<br> of the Vessel (or any part thereof) or otherwise are hereby expressly excluded.
---	---
41.3	The Charterers agree and acknowledge that the Owners shall not be (a) responsible for the supervision of the Vessel during its construction and/or (b) liable for any claim, loss, damage, expense or<br> other liability of any kind or nature caused directly or indirectly by the Vessel or by any inadequacy thereof or the use or performance thereof or any repairs thereto or servicing thereof and the Charterers shall not by reason<br> thereof be released from any liability to pay any Charterhire, Pre-delivery Interest or other payment due under this Charter.
---	---

CLAUSE 42 – TERMINATION, REDELIVERY AND TOTAL LOSS

Termination

42.1	Upon termination of the leasing of the Vessel under this Charter pursuant to Clause 50.2, the Charterers shall be obliged to pay the Owners the Termination Sum on the Termination Date in consideration<br> of:
(a)	prior to Delivery, the Owners entering into the MOA at the request of the Sellers and the Charterers and subsequently terminating such sale and purchase of the Vessel under the MOA, and if the<br> Pre-delivery Assignment has been executed, the re-assignment of the rights of the Sellers under the Shipbuilding Contract and the Refund Guarantee thereunder as soon as reasonably practicable; and
---	---
(b)	on or after Delivery (save in the event of a Total Loss), and it is hereby agreed by the parties hereto that:
---	---
17
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(i)	without prejudice to Clause 42.9(b), the obligation to pay the Termination Sum is a continuing obligation and shall survive the termination of the leasing of the Vessel under this Charter and shall<br> continue in full force and effect until irrevocably and unconditionally paid in full;
(ii)	payment of the Termination Sum is deemed to be proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners' risk of the Sellers or the<br> Charterers failing to perform its obligations under the MOA or this Charter respectively; and
---	---
(iii)	the Termination Sum shall, depending on the nature of the Termination Event(s) on the basis of which the Owners serve a Termination Notice, be either an obligation to pay damages following acceptance<br> by the Owners of a breach of condition by the Sellers or the Charterers or an obligation to pay an agreed sum in specified circumstances which do not involve a breach of contract by the Sellers or the Charterers.
---	---
42.2	If the Charterers fail to make any payment of the Termination Sum on the Termination Date, Clause 38.6 shall apply and the Owners shall be entitled to exercise their rights under Clauses 42.9 and<br> 42.10.
---	---
42.3	Concurrently with the unconditional and irrevocable payment of the Termination Sum in full pursuant to the terms of this Charter, this Charter shall terminate and the Owners shall (save in the event<br> of Total Loss or in the event that the Vessel has been sold or contracted to be sold pursuant to Clauses 42.9 and 42.10), at the cost of the Charterers, transfer the legal and beneficial ownership of the Vessel on an "as is where<br> is" basis to the Charterers (or their nominees as approved by the Owners) free from any registered mortgages, encumbrances, liens, debts or claims incurred or permitted by the Owners and/or Owners' Financiers (save for those liens,<br> encumbrances and debts incurred by the Charterers or arising out of or in connection with this Charter), and shall execute a bill of sale and a protocol of delivery and acceptance evidencing the same and such sale shall be completed<br> otherwise in accordance with Clause 54.1.
---	---
42.4	The Charterers hereby undertake to indemnify the Owners against any claims incurred in relation to the Vessel prior to such transfer of ownership. Any documented taxes, notarial, consular and other<br> costs, charges and expenses connected with closing of the Owners' register shall be for the Charterers' account.
---	---

Redelivery

42.5	If the Charterers are required to redeliver the Vessel to the Owners pursuant to the terms of this Charter, the Vessel shall be redelivered and taken over safely afloat at a safe and accessible berth<br> or anchorage in such location as the Owners may require (which, for the avoidance of doubt, shall exclude any war listed area declared by the Joint War Committee). The Charterers shall where applicable, give the Owners not less than<br> 30/20/10/5 running days' preliminary notice of expected date and port or place of redelivery and not less than 5/3/2/1/ running days' definite notice of expected date and port or place of redelivery. Any changes thereafter in the<br> Vessel's position shall be notified immediately to the Owners. The Charterers shall ensure that, at the time of redelivery to the Owners, the Vessel:
18
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(a)	be in compliance with the Obligatory Insurances;
(b)	be in an equivalent class as she was as at the Commencement Date and without any recommendation or condition and with valid, unextended certificates for not less than three (3) months and free of<br> average damage affecting the Vessel's classification and in the same or as good structure, state, condition and classification as that in which she was deemed on the Commencement Date, fair wear and tear not affecting the Vessel's<br> classification excepted;
---	---
(c)	has passed her 5-year special survey or 10-year special survey (if applicable), and subsequent second intermediate surveys and drydock at the Charterers' time and expense without any recommendation or<br> condition:
---	---
(d)	to the satisfaction of the Approved Classification Society; and
---	---
(e)	in the case of the 5-year special survey or 10-year special survey (if applicable), to the reasonable satisfaction of an Owners' Surveyor appointed at the cost of the Charterers;
---	---
(f)	has her survey cycles up-to-date and trading and class certificate valid for at least the number of months agreed in Box 17;
---	---
(g)	be re-delivered to the Owners together with all spare parts and spare equipment as were on board at the time of Delivery, and any such spare parts and spare equipment on board at the time of<br> re-delivery shall be taken over by the Owners free of charge;
---	---
(h)	be free of any cargo and Security Interest (save for the Security Interests granted pursuant to the Financial Instruments, if any);
---	---
(i)	be free of any crew and officers unless otherwise instructed by the Owners;
---	---
(j)	be free of any charter or other employment (unless the Owners wish to retain the continuance of any prevailing charter or as otherwise agreed by the Owners in their absolute discretion);
---	---
(k)	have had her underwater parts treated with ample anti-fouling to last for the ensuring period up to the next schedule dry docking of the Vessel;
---	---
(l)	be redelivered to the Owner together with all material information generated during the Charter Period in respect of the use, possession, operation, navigation, utilization of lubricating oil and the<br> physical condition of the Vessel, whether or not such information is contained in the Charterer's equipment, computer or property; and
---	---
(m)	have such amount of bunkers on board the Vessel as would be sufficient to enable the Vessel to sail to the nearest bunker port in compliance with all bunkering fuel content regulations then applicable<br> in such place of redelivery, including without limitation, the global sulphur limit imposed by the International Maritime Organization (IMO).
---	---
19
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

42.6	The Charterers warrant that they will not permit (or request any Sub-charterer not to permit) the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be<br> expected to be completed in time to allow redelivery of the Vessel within any time period required by Clause 42 (Termination, Redelivery and Total Loss). If the time of actual redelivery is<br> after the date on which redelivery is required to take place pursuant to Clause 42 (Termination, Redelivery and Total Loss) (the "Redelivery Date"),<br> the Charterers shall, without prejudice to any other amounts payable under the Leasing Documents (including without limitation pursuant to Clause 42 (Termination, Redelivery and Total Loss))<br> pay to the Owners, as from the first date following the Redelivery Date and for each day until the date on which the Vessel is redelivered in accordance with Clause 42.5, the rate of hire equivalent to the higher of:
(a)	the prevailing market rate for the bareboat chartering of vessels of a similar type as the Vessel (as determined by an Approved Valuer appointed by the Owners); and
---	---
(b)	the prevailing market rate for the chartering of vessels of a similar type as the Vessel on the Index.
---	---

For the avoidance of doubt, all other terms, conditions and provisions of this Charter and the other Leasing Documents shall continue to apply during such period.

42.7

The Charterers shall provide the Owners' Surveyor with all such facilities and access to the Vessel as may be required to enable such Owners' Surveyor to conduct its survey of the Vessel and shall take all such actions as may be reasonably recommended by the Owners' Surveyor to ensure that the Vessel shall be redelivered in accordance with Clause 42.5. The Owners shall not be obliged to accept redelivery of the Vessel until the Owners are reasonably satisfied that all conditions for the redelivery of the Vessel under this Charter (including without limitation, Clause 42.5 and this Clause 42.7) are met, and the Vessel shall (if the redelivery is at the end of the Charter Period) continue to be on-hire under the terms of this Charter until such redelivery. The Owners reserve all rights to recover from the Charterers any costs, expense and/or liabilities incurred or suffered by them (including without limitation, the costs of any repairs which may be required to restore the Vessel to the condition required by Clause 42.5 as a result of the Vessel not being redelivered in accordance with the terms of this Charter).

42.8

---

Non-payment of Termination Sum

42.9	Subject to the terms of any quiet enjoyment letter entered into with any sub charterers, the Charterers agree that should the Termination Sum not be paid on the Termination Date:
(a)	in the case where the non-payment occurs prior to Delivery:
---	---
(i)	interest on such outstanding amount shall accrue in accordance with Clause 38.6;
---	---
(ii)	if the Pre-delivery Assignment has been executed, the Owners shall be entitled (but not obliged) to exercise all their rights to the Vessel in accordance with the terms of the Leasing Documents,<br> including without limitation, their right to:
---	---
(A)	implement the Shipbuilding Contract;
---	---
20
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(B)	require delivery of the Vessel from the Head Sellers under the Shipbuilding Contract directly to the Owners (and for the avoidance of doubt, such exercise shall not extinguish the Owners' right to<br> recover the Termination Sum from the Charterers under this Charter);
(C)	dispose of their rights under the Shipbuilding Contract and Refund Guarantee in accordance with the Pre-delivery Assignment by way of sale, assignment or transfer on terms the Owners otherwise deem<br> fit on an arm's length basis and for the avoidance of doubt, clause 7 (enforceability and owner's powers) of the Pre-delivery Assignment shall continue to apply; and
---	---
(D)	terminate this Charter upon written notice to the Charterers (provided that any provision hereof expressed to survive termination shall do so in accordance with its terms).
---	---
(b)	in the case where the non-payment occurs on or after Delivery:
---	---
(i)	interest on such outstanding amount shall accrue in accordance with Clause 38.6;
---	---
(ii)	the Charterers' right to possess and operate the Vessel shall immediately cease and (without in any way affecting the Charterers' obligation to pay the Charterers the Termination Sum and comply with<br> their other obligations under this Charter) the Charterers shall hold the Vessel as gratuitous bailee only to the Owners, the Charterers shall procure that the master and crew follow the orders and directions of the Owners and the<br> Charterers shall, upon the Owners' request (at Owners' sole discretion), be obliged to immediately (and at the Charterers' own cost) redeliver the Vessel to the Owners at such ready and nearest safe port or location as the Owners<br> may require and for the avoidance of doubt, any such redelivery shall not extinguish the Owners' right to recover the Termination Sum from the Charterers under this Charter;
---	---
(iii)	subject to paragraph (c) and (d) below and Clause 42.10, the Owners shall be entitled (at Owners' sole discretion) but subject always to any quiet enjoyment letter entered into with any sub-charterer,<br> to operate the Vessel as they may require and may create whatsoever interests thereon, including without limitation short term charterparties or any other form of short term employment contracts provided such contracts do not<br> interfere with the Vessel's sale process, including relevant inspections, provided that the Earnings of the Vessel during such period less its operational expenses (which<br> would include, without limitation, any costs in relation to the provision of bunkers and lubricating oils), (the "Net Trading Proceeds") shall be applied against the Termination Sum and any<br> other amounts payable under the Leasing Documents pursuant to Clause 66 (General Application of Proceeds) provided, that if such use of the Vessel results in the Owners suffering a loss then<br> such losses shall be included in the indemnities contained in Clause 55 (Indemnities) and be added to the Termination Sum; and
---	---
(c)	the Owners shall be entitled (at Owners' sole discretion) to immediately thereafter sell the Vessel to any third party on arm's length terms taking into account the prevailing market conditions,<br> provided that the Charterers may for a period not exceeding a total of sixty (60) days from the Termination Date (the "Nomination Period") nominate or identify a purchaser for the Vessel (a "Nominated Purchaser"). During the<br> Nomination Period the Owners and the Charterers shall use their reasonable endeavours to market the Vessel and the Owners shall sell the Vessel to a Nominated Purchaser and subject to all of the following conditions being satisfied:
---	---
21
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(i)	the Nominated Purchaser is acceptable to the Owners (such acceptability not to be unreasonably withheld or delayed); and
(ii)	the price to be paid by the Nominated Purchaser (after deducting any commissions, taxes and other costs of sale) is equal to or more than the applicable Termination Sum (unless otherwise agreed by the<br> Owners in their absolute discretion), and any net sale proceeds (after deducting all fees, taxes, disbursements and any other costs and expenses incurred or suffered by the Owners in connection with such sale) (the "Net Sales Proceeds") derived from any such sale to a Nominated Purchaser or any other person shall be applied towards reduction of the Termination Sum in accordance with Clause 66 (General Application of Proceeds). If the Net Sales Proceeds are not sufficient to settle the Termination Sum in full, the Charterers shall remain liable to pay the shortfall and default interest<br> shall continue to accrue on the unpaid portion of the Termination Sum in accordance with Clause 38.6.
---	---
(d)	Irrespective of any sales efforts, the Charterers have the right at all times, during the Nomination Period or until the Owners' Purchase (as referred to in Clause 42.10) is concluded or until any<br> third party's sale is concluded, to purchase the vessel with priority by paying the Termination Sum.
---	---
42.10	The Owners may, by written notice to the Charterers at any time after the Nomination Period, inform the Charterers of the Owners' intention to retain the Vessel instead of selling the Vessel under<br> Clause 42.9(c) above, "Owners' Purchase", and in doing so, the Owners shall first obtain the Market Value of the Vessel (after deducting any commissions, taxes and costs which would be likely<br> to be incurred in connection with a sale of the Vessel) and apply it towards the reduction of the Termination Sum calculated as of the day of the notice of the Owners' Purchase. If the Market Value (less such deductions) of the<br> Vessel as at the date of the notice of the Owners' Purchase is less than the Termination Sum calculated as of the day of the notice of the Owners' Purchase, the Charterers shall remain liable to pay the shortfall to the Owners and<br> default interest shall continue to accrue on the unpaid portion of the Termination Sum. If the Market Value (less such deductions) of the Vessel as at the date of such nomination is more than the Termination Sum calculated as of the<br> day of the notice of the Owners' Purchase, the Owners shall pay the excess to Charterers within thirty (30) days from the day of the notice of the Owners' Purchase in accordance with Clause 66 (General<br> Application of Proceeds).
---	---

Total Loss

42.11	Throughout the Charter Period, the Charterers shall bear the full risk of any Total Loss of or any other damage to the Vessel howsoever arising. If the Vessel becomes a Total Loss after Delivery, the<br> Charterers shall, subject to Clause 42.12, pay the Termination Sum to the Owners by the Total Loss Payment Date. Upon such receipt by the Owners of the Termination Sum, this Charter shall terminate (without prejudice to any<br> provision of this Charter expressed to survive termination) but until such receipt, the Charterers shall remain liable to make all payments of Charterhire and all other amounts to the Owners under this Charter, notwithstanding that<br> the Vessel has become a Total Loss.
22
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

42.12	Any Total Loss Proceeds unconditionally received by the Owners (or the Owners' Financiers in accordance with the terms of the relevant loss payable clause) shall be applied in accordance with Clause<br> 66 (General Application of Proceeds) and shall satisfy the obligation of the Charterers to pay the Termination Sum to the extent received by the Owners (or the Owners' Financiers in<br> accordance with the terms of the relevant loss payable clause, but for the avoidance of doubt, Total Loss Proceeds shall at all times be applied in accordance with Clause 66 (General Application of<br> Proceeds)). The obligation of the Charterers to pay the Termination Sum shall remain unaffected and exist regardless of whether any of the insurers have agreed or refused to meet or has disputed in good faith, the claim for<br> Total Loss.
42.13	If the Total Loss Proceeds unconditionally received by the Owners (or the Owners' Financiers in accordance with the terms of the relevant loss payable clause) are less than the Termination Sum, the<br> Charterers shall pay such shortfall to the Owner on the Total Loss Payment Date.
---	---
42.14	The Owners shall have no obligation to supply to the Charterers with a replacement vessel following the occurrence of a Total Loss.
---	---

CLAUSE 43 – FEES AND EXPENSES

43.1	Without prejudice to any other rights of the Owners hereunder, the Charterers shall promptly pay to the Owners within three (3) Business Days of the Owners' written demand on a full indemnity basis<br> all costs, charges and expenses incurred by the Owners in collecting any Charterhire or other payments not paid on the due date under this Charter and in remedying any other failure of the Charterers to observe the terms and<br> conditions of this Charter.
43.2	Each Party shall be responsible for their own costs and expenses to review and negotiate the term sheet relating to this Charter. All third party costs and out-of-pocket expenses (including, but not<br> limited to, negotiation costs, inspections, valuations, reasonable and duly documented legal fees, insurance reports, registration expenses and any other reasonable and duly documented expenses) incurred by the Owners or Owners'<br> legal counsel in the preparation, negotiation, finalisation and execution of all documentation in relation to this Charter or any other Leasing Document shall be for the account of the Charterers (regardless of whether the<br> transaction contemplated by the Leasing Documents actually completes).
---	---
43.3	All documented costs and expenses reasonably incurred by the Owners in relation to the acquisition, registration of title of the Vessel in the Owners' name in the Flag State together with any and all<br> fees (including but not limited to any vessel registration and tonnage fees and the Owners' initial and ongoing annual registration and maintenance costs if required to be registered as a foreign maritime entity or the appointment<br> of resident agents under the laws of the Flag State) payable by the Owners to register, maintain and/or renew such registration shall be for the account of the Charterers (regardless of whether the Vessel is delivered under the MOA<br> and this Charter). Without prejudice to the foregoing, if the Flag State requires the Owners to establish a physical presence or office in the jurisdiction of such Flag State, all fees, costs and expenses payable by the Owners to<br> establish and maintain such physical presence or office shall be for the account of the Charterers. The Charterers shall promptly provide the Owners with evidence of payment of the annual register/tonnage tax amounts payable to the<br> Flag State or any other aforesaid costs, expenses and/or taxes when the same fall due.
---	---
43.4	All documented costs and expenses reasonably incurred by the Owners (including but not limited to legal fees) in relation to the transfer of title of the Vessel from the Owners to the Charterers and<br> the re-delivery of the Vessel by the Charterers to the Owners pursuant to Clause 42 (Termination, Redelivery and Total Loss) shall be for the account of the Charterers.
---	---
23
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

43.5	If:
(a)	the Charterers request an amendment, waiver or consent (including an amendment or waiver which is required pursuant to 38.5 to address the fact that a Published Rate Replacement Event has occurred);<br> or
---	---
(b)	the Charterers make a request to re-register the Vessel in another Flag State, the Charterers shall, on demand, reimburse the Owners for the amount of all documented costs and expenses (including<br> third party legal fees) reasonably incurred by the Owners in responding to, evaluating, negotiating or complying with that request or requirement (including, for the avoidance of doubt, any amounts the Owners have to pay under the<br> terms of the Financial Instruments).
---	---
43.6	The Charterers shall, on demand, pay to the Owners the amount of all documented costs and expenses (including third party legal fees) incurred by the Owners in connection with the enforcement of, or<br> the preservation of any rights under, any Leasing Document, including, without limitation, any action brought by the Owners to arrest or recover possession of the Vessel, and with any proceedings instituted by or against the Owners<br> as a consequence of it entering into a Leasing Document or enforcing those rights.
---	---
43.7	Notwithstanding anything to the contrary herein, the indemnities provided by the Charterers shall be provided in favour of the Owners and shall continue in full force and effect notwithstanding any<br> breach of the terms of this Charter or termination of this Charter pursuant to the terms hereof.
---	---

CLAUSE 44 – NO WAIVER OF RIGHTS

44.1	No neglect, delay, act, omission or indulgence on the part of either party in enforcing the terms and conditions of this Charter or any other Leasing Document (to which they are party to) shall<br> prejudice the strict rights of that party or be construed as a waiver thereof nor shall any single or partial exercise of any right of either party preclude any other or further exercise thereof.
44.2	No right or remedy conferred upon either party by this Charter or any other Leasing Document shall be exclusive of any other right or remedy provided for herein or by law and all such rights and<br> remedies shall be cumulative.
---	---

CLAUSE 45 – NOTICES

45.1	Any notice, certificate, demand or other communication to be served, given made or sent under or in relation to this Charter shall be in English and in writing and (without prejudice to any other<br> valid method or giving making or sending the same) shall be deemed sufficiently given or made or sent if sent by registered post or by email to the following respective address or email address:
(a)	to the Owners:	c/o ABC Financial Leasing Co., Ltd.
---	---	---
24
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

Address: 49F, ABC Tower, NO.9, YinCheng Road, Pudong New Area, Shanghai 200120, China

Attention: Yiye XIANG

Email: xiangyiyezl@abcleasing.com

Tel: +8621 2068 6853

(b)	to the Charterers:	c/o CENTRAL MARE INC.

Address: 20, Iouliou Kaisara Str., Paiania, Attica, Greece

Attention: Andreas Louka

Email: louka@loukapartners.com

Tel: +30 210 8128320

or, if a party hereto changes its address or email address, to such other address or email address as that party may notify to the other.

45.2

Any such communication shall be deemed to have reached the party to whom it was addressed (a) when delivered (in case of a registered letter), or (b) when actually received in readable form (in case of an email). A notice or other such communication received on a non-working day or after 5.00 p.m. in the place of receipt shall be deemed to be served on the next following working day in such place.

CLAUSE 46 – REPRESENTATIONS AND WARRANTIES

46.1

The Charterers represent and warrant to the Owners as of the date hereof, each Instalment Payment Date, the Commencement Date, and on each Payment Date, as follows (save that any representation or warranty in this Clause which relates to, concerns or is given in respect of the Head Sellers or the Refund Guarantor is given only to the best of the Charterers' knowledge; and in the case of the Head Sellers, up to the expiry of the warranty period as referred to under Article IX (Warranty of Quality) paragraph 1 of the Shipbuilding Contract only and as may be extended in accordance with Article IX thereunder; and in the case of the Refund Guarantor, up to but excluding the Commencement Date only):

(a)

(i)	100% of the issued and outstanding shares in the Charterers are legally, wholly and directly owned and controlled by the Shareholder; and
(ii)	each Guarantor is controlled by companies affiliated with the family of Mr. Evangelos Pistiolis;
---	---
(b)	each Relevant Person or, to the best of its knowledge, the Approved Sub-charterer is duly incorporated and validly existing under the laws of its jurisdiction of its incorporation;
---	---
(c)	each Relevant Person or the Approved Sub-charterer has the corporate capacity, and has taken all corporate actions and obtained all consents, approvals, authorisations, licenses or permits necessary<br> for it:
---	---
(i)	to execute each of the Leasing Documents to which it is a party; and
---	---
25
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(ii)	to comply with and perform its obligations under each of the Leasing Documents to which it is a party;
(d)	all the consents, approvals, authorisations, licenses or permits referred to in Clause 46.1(c) (Representations and Warranties) remain in force and nothing has<br> occurred which makes any of them liable to revocation;
---	---
(e)	each of the Leasing Documents and the Assignable Sub-charter to which a Relevant Person or an Approved Sub-charterer is a party (as the case may be), subject to any general principles of law limiting<br> its obligations which are specifically referred to in any legal opinion delivered to the Owners pursuant Clause 35.2, constitutes such Relevant Person's or an Approved Sub-charterer's legal, valid and binding obligations enforceable<br> against such party in accordance with its respective terms and any relevant insolvency laws affecting creditors' rights generally;
---	---
(f)	the entry into and performance by each Relevant Person (and in the case of sub-paragraph (ii) below, an Approved Sub-charterer) of, and the transactions contemplated by, each Leasing Document to which<br> it (and in the case of sub-paragraph (ii) below, an Approved Sub-charterer) is a party do not and will not conflict with:
---	---
(i)	any law or regulation applicable to it (including Anti-Money Laundering Laws, Business Ethics Laws, Sanctions or laws relating to anti-trust or collusion and laws relating to human rights violation);
---	---
(ii)	the constitutional documents of such Relevant Person; and
---	---
(iii)	any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument;
---	---
(g)	there are no outstanding notices or demands from any governmental, quasi-governmental or public authority or instrumentality or any other person claiming authority in respect of the Vessel requiring<br> any work or other action to be taken or the expenditure of any money to be taken in respect of the Vessel or any part thereof;
---	---
(h)	the Vessel is free of encumbrances and liens except for the Permitted Security Interests; no third party has any Security Interest, other than the Permitted Security Interests, or any other interest,<br> right or claim over, in or in relation to the Vessel, this Charter or any moneys payable hereunder and/or any of the other Leasing Documents;
---	---
(i)	all payments which a Relevant Person is liable to make under any Leasing Document to which such Relevant Person is a party may be made by such party without deduction or withholding for or on account<br> of any tax payable under the laws of its Relevant Jurisdiction;
---	---
(j)	no legal or administrative action involving a Relevant Person has been commenced or taken (including but not limited to actions involving any Environmental Claim);
---	---
(k)	each Relevant Person has paid all taxes applicable to, or imposed on or in relation to it, its business or if applicable, the Vessel, except for those being contested in good faith with adequate<br> reserves;
---	---
26
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(l)	it is not necessary under the laws of the Relevant Jurisdictions that this Charter or any other Leasing Document be registered, filed, recorded, notarized or enrolled with any court or other authority<br> in that jurisdiction or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to the Leasing Documents to which it is a party or the transactions contemplated by those Leasing Documents; the<br> choice of governing law as stated in each Leasing Document to which a Relevant Person is a party and the agreement by such party to refer disputes to the relevant courts or tribunals as stated in such Leasing Document are valid and<br> binding against such Relevant Person;
(m)	no Relevant Person nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit,<br> attachment prior to judgment, execution or other enforcement);
---	---
(n)	the obligations of each Relevant Person under each Leasing Document to which it is a party, are the direct, general and unconditional obligations of such Relevant Person and rank at least pari passu with all other present and future unsecured and unsubordinated creditors of such Relevant Person save for any obligation which is mandatorily preferred by law and not by virtue of any<br> contract;
---	---
(o)	subject to the Legal Reservations and the Perfection Requirements, each Leasing Document creates (or, once entered into, will create) the Security Interest which it is expressed to create with the<br> ranking and priority it is expressed to have;
---	---
(p)	the Charterers and any other Relevant Person (i) are not US Tax Obligors and (ii) have not established a place of business in the United Kingdom or the United States of America;
---	---
(q)	none of the Relevant Persons, Approved Manager, Sub-charterer, no member of the Group, the Head Sellers or the Refund Guarantor:
---	---
(i)	is a Prohibited Person;
---	---
(ii)	is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;
---	---
(iii)	owns or controls a Prohibited Person; or
---	---
(iv)	has a Prohibited Person serving as a director, officer or, to the best of its knowledge, employee;
---	---
(r)	none of the Relevant Persons or any of their respective directors, officers, and employees or, the Head Sellers, the Refund Guarantor or any Sub-charterer is in breach of applicable Sanctions laws, and none of them (i) has been or is currently being investigated on compliance with Sanctions, (ii) has received notice or is aware of any<br> claim, action, suit or proceeding against any of them with respect to Sanctions and (iii) has taken any action to evade the application of Sanctions;
---	---
(s)	none of the Relevant Persons, the Head Sellers or the Refund Guarantor is in breach of any Anti-Money<br> Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws and each Relevant Person has instituted and maintained systems, controls, policies and procedures designed to:
---	---
(i)	prevent and detect incidences of bribery and corruption, money laundering and terrorism financing; and
---	---
27
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(ii)	promote and achieve compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and or Business Ethics Laws including, but not limited to, ensuring thorough and accurate books and<br> records, and utilization of best efforts to ensure that Affiliates acting on behalf of a Relevant Person shall act in compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws,
(t)	that in relation to any Assignable Sub-Charter:
---	---
(i)	each copy of that Assignable Sub-Charter provided to the Owners is a true and complete copy of such document and there have been no amendments, supplements or variations to the same;
---	---
(ii)	each of the Initial Sub-charterer or any other Approved Sub-Charterer has been made aware of the transactions contemplated under this Charter; and
---	---
(iii)	(in respect of any Assignable Sub-Charter (A) whose terms require the consent of the relevant Approved Sub-Charterer in order to effect an assignment thereof, (B) whose terms prohibits<br> assignment and/or (C) where the applicable law requires the consent of the relevant Approved Sub-Charterer in order to effect an assignment thereof) the Initial Sub-charterer or any other Approved<br> Sub-Charterer has consented or, as the case may be, shall consent to the assignment by the Charterers to the Owners of all their rights, interests and benefits in relation to the Initial Sub-charter or, as the case may be, the<br> relevant Assignable Sub-Charter pursuant to the General Assignment (for the avoidance of doubt, the Charterers' obligations under this sub-paragraph shall be deemed to be satisfied upon the Owners' receipt of the relevant<br> acknowledgements executed by the relevant Approved Sub-Charterer, which includes among other things the consent to the aforesaid assignment, pursuant to the terms of the General Assignment);
---	---
(u)	the Vessel is not employed, operated or managed in any manner which (i) is contrary to any Sanctions and in particular, the Vessel is not used by or to benefit any party which is a target of Sanctions<br> or trade to any area or country where trading the Vessel to such area or country would constitute a breach of any Sanctions or published boycotts imposed by any of the United Nations, the European Union, the United States of<br> America, the United Kingdom or the People's Republic of China (provided that operation or use of the Vessel by the Initial Sub-charterer pursuant to the Initial Sub-charter shall not in any case be deemed to be in breach or contrary<br> to any published boycotts or sanctions imposed by the People's Republic of China) or (ii) would trigger the operation of any sanctions limitation or exclusion clause in any insurance documentation;
---	---
(v)	none of the Relevant Persons nor any of their assets, in each case, has any right to immunity from set off, legal proceedings, attachment prior to judgment or other attachment or execution of<br> judgement on the grounds of sovereign immunity or otherwise;
---	---
(w)	none of the Relevant Persons is insolvent, bankrupt or in liquidation, bankruptcy or administration or subject to any other formal or informal insolvency or bankruptcy procedure (including, without<br> limitation, those referred to under Clause 50.1(g) and for the avoidance of doubt including the presentation of a petition for commencing such procedures), and no receiver, administrative receiver, administrator, liquidator, trustee<br> or analogous officer has been appointed in respect of the any Relevant Person or all or material part of their assets;
---	---
28
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(x)	no Termination Event is continuing or might reasonably be expected to result from the entry into and performance of this Charter or any other Leasing Document;
(y)	any factual information provided by any Relevant Person (or on their behalf) to the Owners was true and accurate in all material respects as at the date it was provided or as at the date at which such<br> information was stated;
---	---
(z)	none of the following events has occurred:
---	---
(i)	any default by the Charterers under the terms of the Initial Sub-charter;
---	---
(ii)	breach of any Sanctions by any Relevant Person, the Head Sellers or the Refund Guarantor; and
---	---
(iii)	upon and after the commencement of the Charter Period, any casualty or occurrence (including damage caused to the Vessel for any reason whatsoever which results, or may be expected to result, in<br> repairs on the Vessel) which amounts to Major Casualty and which are not being dealt with in accordance with the Leasing Documents (including without limitation in accordance with Clause 39 (Possession<br> of Vessel) and the General Assignment);
---	---
(aa)	all Environmental Laws relating to the ownership, operation and management of the Vessel and the business of each Relevant Person (as now conducted and as reasonably anticipated to be conducted in the<br> future) have been complied with;
---	---
(bb)	no Environmental Claim has been made against any Relevant Person or otherwise in connection with the Vessel which is either (i) in excess of US$1,900,000 or (ii) has or is reasonably likely to have a<br> Material Adverse Effect;
---	---
(cc)	no Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred which has or is reasonably likely to have a Material Adverse Effect; and
---	---
(dd)	that in relation to the Shipbuilding Contract and the Refund Guarantee:
---	---
(i)	the copies of the Shipbuilding Contract and the Refund Guarantee provided to the Owners are true and complete copies of such documents and there have been no amendments, supplements or variations to the same which have not been<br> provided to the Owners;
---	---
(ii)	all amounts due and payable by the Sellers to the Head Sellers under the Shipbuilding Contract have been fully and irrevocably paid to the Head Sellers (receipt of which has been duly acknowledged by the Head Sellers) and there<br> are no outstanding amounts which are due, owing or payable by the Sellers to Head Sellers beyond any applicable grace period stated thereunder;
---	---
(iii)	the Shipbuilding Contract and the Refund Guarantee remain in full force and effect;
---	---
(iv)	there are no unresolved disputes and/or pending claims for payment between the Head Sellers and the Sellers in respect of the Shipbuilding Contract and/or the Vessel which may adversely affect the interest of the Owners;
---	---
(v)	there are no unresolved disputes and/or pending claims for payment between the Refund Guarantor and the Sellers in respect of the Refund Guarantee; and
---	---
29
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(vi)	each of the Head Sellers and the Refund Guarantor is fully aware of the transactions contemplated under the Pre-delivery Assignment and has consented to the assignment by the Sellers to the Owners of all its rights, interests and<br> benefits in relation to the Shipbuilding Contract and the Refund Guarantee respectively.
(vii)	no default by the Head Sellers described in article X (Cancellation, Rejection and Rescission by the Buyer) of the Shipbuilding Contract has occurred entitling the Sellers to cancel,<br> rescind or terminate the Shipbuilding Contract; and
---	---
(viii)	no default by the Sellers described in article XI (Buyers' Default) of the Shipbuilding Contract has occurred entitling the Head Sellers to<br> cancel, rescind or terminate the Shipbuilding Contract.
---	---

CLAUSE 47 – UNDERTAKINGS

47.1	The Charterers undertake that they shall comply or procure compliance with the following undertakings from the date of this Charter and up to the last day of the Charter Period (to the extent<br> that the Charterers are required to procure or ensure compliance with any undertaking under this Clause 47 (Undertakings) by (A) any Other Charterer which is not directly owned by the Shareholder and/or (B) the Head Sellers or the<br> Refund Guarantor, the Charterers are only required to use their best endeavours to procure or ensure such compliance; and further provided that, in the case of the Head Sellers, up to<br> the expiry of the warranty period as referred to under Article IX (Warranty of Quality) paragraph 1 of the Shipbuilding Contract only and as may be extended in accordance with Article IX thereunder; and in the case of the<br> Refund Guarantor, up to but excluding the Commencement Date only):
(a)	the Charterers shall, on the Commencement Date, procure the delivery of the full legal and beneficial title (free of any Security Interests save for those created under a Leasing Document or Financial<br> Instrument or any other Permitted Security Interests) in the Vessel to the Owners;
---	---
(b)	there shall be sent to the Owners:
---	---
(i)	as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of the Charterers, the annual financial statement accounts of the Charterers for<br> that financial year as referred to in the Shareholder's audited consolidated annual financial statement accounts for that financial year to be delivered under paragraph (iii) or (v) below;
---	---
(ii)	as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the unaudited semi-annual accounts of the Charterers for that half-year (as referred to in the<br> Shareholder's audited consolidated financial statement accounts);
---	---
(iii)	as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of each Guarantor, the audited consolidated annual financial statement accounts of<br> such Guarantor for that financial year; and
---	---
(iv)	as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the semi-annual consolidated unaudited accounts of each Guarantor for that half-year certified as to<br> their correctness by at least one officer of such Guarantor, and if any of the statements above are not in the English language then they shall be accompanied by an English translation and each set of financial statements delivered<br> pursuant to this paragraph (b) shall be prepared using the generally accepted accounting principles in the United States and shall be certified by a duly authorised officer of the relevant company as giving a true and fair view (if<br> audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn;
---	---
30
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(c)	they shall provide to the Owners, at the same time as they are despatched, copies of all notices and minutes relating to any of their extraordinary shareholders' meeting which are despatched to the<br> Charterers' or each Guarantor's respective shareholders or creditors or any class of them, unless same are publicly available;
(d)	they will provide the Owners promptly upon becoming aware of them, the details of:
---	---
(i)	any litigation, arbitration or administrative proceedings or investigations relating to any alleged or actual breach of any Sanctions or Anti-Money Laundering Laws which are current or pending<br> against any Relevant Person, Approved Manager, Sub-charterer, other member of the Group, the Head Sellers or the Refund Guarantor;
---	---
(ii)	any litigation, arbitration or administrative proceedings or investigations relating to any other matters not referred to in paragraph (i) above (including proceedings or investigations relating<br> to any alleged or actual breach of the ISM Code or of the ISPS Code) in relation to a Relevant Person, the Head Sellers or the Refund Guarantor;<br> and
---	---
(iii)	any Termination Event or Potential Termination Event that has occurred (and the steps, if any, being taken to remedy it);
---	---
(e)	they will, promptly upon a request by the Owners, supply to the Owners a certificate signed by an officer on its behalf certifying that no Termination Event has occurred (or if a Termination Event has<br> occurred, specifying the nature of the Termination Event (and the steps, if any, being taken to remedy it));
---	---
(f)	they shall, and shall procure that each other Relevant Person will, obtain and promptly renew or procure the obtainment or renewal of and provide copies of, from time to time, any necessary consents,<br> approvals, authorisations, licenses or permits of any regulatory body or authority for the transactions contemplated under each Leasing Document to which it is a party (including without limitation to sell, charter and operate the<br> Vessel);
---	---
(g)	they shall not, and shall procure that each other Relevant Person will not, create, assume or permit to exist any Security Interest (other than any Permitted Security Interest) of any kind upon any<br> Leasing Document to which such Relevant Person is a party, and if applicable, the Vessel;
---	---
(h)	they shall at their own cost and shall procure that each other Relevant Person will:
---	---
(i)	do all that such Relevant Person reasonably can to ensure that any Leasing Document to which such Relevant Person is a party validly creates the obligations and the Security Interests which such<br> Relevant Person purports to create; and
---	---
(ii)	without limiting the generality of paragraph (i), promptly register, file, record or enroll any Leasing Document to which such Relevant Person is a party with any court or authority in all Relevant<br> Jurisdictions, pay any stamp duty, registration or similar tax in all Relevant Jurisdictions in respect of any Leasing Document to which such Relevant Person is a party, give any notice or take any other step which, is or has become<br> necessary for any such Leasing Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which such Relevant Person creates;
---	---
31
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(i)	in relation to the Initial Sub-charter or any Approved Subsequent Sub-charter:
(i)	they shall notify the Owners as soon as possible (but in any event no later than the date falling ninety (90) days prior to the natural expiry date of the fixed period (or, if the relevant<br> Sub-charterer of exercises any optional extension in accordance with the terms therein, the extended period) under the Initial Sub-charter or the relevant Approved Subsequent Sub-charter (as the case may be) (for the purposes of<br> this paragraph (i), an "Expiry Date")), together with any evidence requested by the Owners, whether the relevant Sub-charterer intends to and will (with irrevocable confirmation from the<br> relevant Sub-charterer) extend the charter period of the Initial Sub-charter or the relevant Approved Subsequent Sub-charter (as the case may be) in accordance with the terms thereunder;
---	---
(ii)	no later than the Expiry Date of the Initial Sub-charter or the relevant Approved Subsequent Sub-charter (as applicable), they shall provide the Owners with evidence and documents, in form and<br> substance satisfactory to the Owners, that such Sub-charter has been extended in accordance with its terms or a replacement Sub-charter which qualify as an Approved Subsequent Sub-charter has been entered into, provided always that, if:
---	---
(A)	a replacement Sub-Charter has been entered into but does not qualify as an Approved Subsequent Sub-charter solely because its actual fixed daily rate of rate is less than US$17,000, the Charterers<br> shall make a payment of an amount equal to:
---	---

(US$17,000 – the relevant actual fixed daily rate of hire) × the number of days in the firm charter period of such replacement Sub-Charter provided always that the aggregate amount payable pursuant to this sub-sub-paragraph (A) shall be capped at US$2,500,000 ; or

(B)	no replacement Sub-charter has been entered into, or if a replacement Sub-Charter has been entered into but does not qualify as an Approved Subsequent Sub-charter (and sub-sub-paragraph (A) above does<br> not apply), the Charterers shall make a payment of US$2,500,000, in each case, to the Owners on or before the expiry date of the fixed or extended period of the Initial Sub-charter or the relevant Approved Subsequent Sub-charter (as<br> applicable). Any amount paid pursuant to this sub-paragraph shall be non-refundable and shall be applied pro rata against reduction of the Purchase Obligation Price and future instalment(s) of Fixed Charterhire (or part thereof)<br> payable hereunder, and such reduction shall be deemed to be an advance payment by the Charterers;
32
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(j)	they shall, and shall procure that each other Relevant Person will (where applicable), notify the Owners as soon as they become aware of the occurrence of:
(i)	any default by the Head Sellers described in article X (Cancellation, Rejection and Rescission by the Buyer) of the Shipbuilding Contract;
---	---
(ii)	any default by the Refund Guarantor under the terms of the Refund Guarantee;
---	---
(iii)	any default of the Sellers described in article XI (Buyers' Default) of the Shipbuilding Contract;
---	---
(iv)	any default by either any Approved Sub-charterer or the Charterers of the terms of an Assignable Sub-charter;
---	---
(v)	an event of default or termination event howsoever called under the terms of any Assignable Sub-charter entitling either the Charterers or any Approved Sub-charterer to terminate an Assignable<br> Sub-charter;
---	---
(vi)	breach of any Sanctions; or
---	---
(vii)	any Potential Termination Event or a Termination Event, and will keep the Owners fully up-to-date with all developments and the Charterers shall, if so requested by the Owners, provide any such<br> certificate signed by at least one officer, confirming that there exists no Termination Event;
---	---
(k)	they shall, and shall procure that each other Relevant Person will, on 30 June and 31 December of each calendar year and otherwise upon the Owners' and/or the Owners' Financiers (if any) request<br> (acting reasonably) from time to time and as soon as practicable after receiving such request, provide the Owners with any additional financial or other information relating:
---	---
(i)	to the Vessel (including, but not limited to the management, inspection, employment, condition, class records, location and pooling arrangement of the Vessel) and, to their best knowledge having made<br> due enquiry, to the Initial Sub-charterer;
---	---
(ii)	the terms and conditions of any Sub-charter together with any other information relating to such Sub-charter; and
---	---
(iii)	to any other matter (which include without limitation, to their best knowledge having made due enquiry, any other matters relating to the Initial Sub-charterer) which may be reasonably requested by<br> the Owners (or the Owners' Financiers (if any)) at any time or which under the terms of the relevant Leasing Document may be sought from the person in possession of such information.
---	---
(l)	without prejudice to Clause 47.1(t), comply, or procure compliance, and shall procure that each other Relevant Person will comply or procure compliance, with all laws or regulations relating to the<br> Vessel and its construction, ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code, all Environmental Laws and the laws of the Vessel's registry and shall procure that the Technical<br> Manager and the Commercial Manager and the Vessel to be in the possession of proper trading certificates and other vessel related documents and to comply with other relevant laws and regulations;
---	---
33
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(m)	the Vessel shall be maintained in the highest standard and classed with the Approved Classification Society and shall be free of all overdue conditions, recommendations, qualifications and conditions;
(n)	they shall not and shall ensure that each of the Other Charterers and each Guarantor shall not enter into any form of merger, sub-division, amalgamation, demerger, reorganization, corporate<br> reconstruction or change of ownership (with respect to the Charterers and the Other Charterers), or change of voting control:
---	---
(i)	in the case of the Charterers or any Other Charterer, other than the Charterers Disposal made under and in accordance with the terms of this Charter and/or the Other Charters; and
---	---
(ii)	in the case of a Guarantor, unless it remains as the surviving entity after such merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of voting control and<br> clause 11.14 (Financial Covenant) of the relevant Guarantee is complied with;
---	---
(o)	they will comply, and will procure that each other Relevant Person, each other member of the Group and, will use best endeavours to procure that, the Head<br><br> Sellers, the Refund Guarantor and any Sub-charterer will comply, with all Sanctions and all laws and regulations relating to such Relevant Person, the Vessel and its construction,<br> ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code (including the maintenance of an ISSC), all Environmental Laws, all Anti-Money Laundering Laws, Business Ethics Laws and the laws<br> of the Vessel's registry, and in particular, they shall effect and maintain a sanctions compliance policy which, inter alia, implements the recommendations of the Sanctions Advisory, to ensure compliance with all such laws and<br> regulations implemented from time to time, including, without limitation they will, and will procure that (in the case of any Sub-charterer, use best endeavours to procure that) each other Relevant Person, each other member of the<br> Group and any Sub-charterer will:
---	---
(i)	conduct their activities in a manner consistent with US and UN sanctions, as applicable;
---	---
(ii)	have sufficient resources in place to ensure execution of and compliance with their own sanctions policies by their personnel, e.g., direct hires, contractors, and staff;
---	---
(iii)	ensure subsidiaries and affiliates comply with the relevant policies, as applicable;
---	---
(iv)	have relevant controls in place to monitor automatic identification system (AIS) transponders;
---	---
(v)	have controls in place to screen and assess onboarding or offloading cargo in areas they determine to present a high risk;
---	---
(vi)	have controls to assess authenticity of bills of lading, as necessary; and
---	---
(vii)	have controls in place consistent with the Sanctions Advisory;
---	---
(p)	without limiting Clause 47.1(o), they will procure that:
---	---
34
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(i)	the Vessel shall not be constructed, operated, employed, managed, used by or for the benefit of a Prohibited Person;
(ii)	the Vessel shall not be employed in trading with any Prohibited Person or in any manner contrary to Sanctions;
---	---
(iii)	notwithstanding any other provision of this paragraph (p), the Vessel shall not be permitted to call at any port in any Prohibited Country or any area or country where trading in such area or country<br> would constitute or would be reasonably expected to constitute a breach of Sanctions;
---	---
(iv)	the Vessel shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances or in any manner which would result or<br> would reasonably be expected to result in any Relevant Person or the Owners becoming a Prohibited Person; and
---	---
(v)	that each charterparty in respect of the Vessel shall contain, for the benefit of the Owners, language which gives effect to the provisions of Clause 47.1(p) as regards Sanctions and of this Clause<br> and which permits refusal of employment or voyage orders if compliance would result in a breach of Sanctions and which prohibits trading to any Prohibited Country;
---	---
(q)	they shall ensure that the Market Value of the Vessel will be tested at any of the following instances:
---	---
(i)	in the absence of a Termination Event which is continuing, at least once every calendar year during the Charter Period (being, 31 December of each calendar year) and the Charterers shall procure a<br> valuation report issued by the Approved Valuers to be delivered to the Owners (for the avoidance of doubt, such valuation report should be dated not earlier than fifteen (15) calendar days before the applicable testing date (or on<br> such other date as the Owners and the Charterers may agree));
---	---
(ii)	if, in the opinion of the Owners, any volatile market fluctuations occur that may affect the value of the Vessel or vessels of the similar type of the Vessel, at any time at the request of the Owners,<br> but in any case no more than once per calendar year-in addition to any report obtained pursuant to sub-paragraph (i) above;
---	---
(iii)	at any time at the request of the Owners (acting reasonably) if the Owners have determined that the then applicable Outstanding Capital Balance is likely to exceed eighty five (85%) per cent of the<br> Market Value of the Vessel; and
---	---
(iv)	upon the occurrence of a Termination Event which is continuing, at any time at the request of the Owners, and in each case above, the Charterers shall bear the fees and expenses of the Approved<br> Valuers arising in connection with conducting any such valuations or reimburse the same to the Owners (as the case may be).
---	---
(r)	they shall notify the Owners immediately of:
---	---
35
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(i)	as soon as they become aware, any Environmental Claim made against the Charterers or any Sub-charterer in connection with the Vessel or any Environmental Incident;
(ii)	any arrest or detention of the Vessel;
---	---
(iii)	any exercise or purported exercise of any lien on that Vessel or its Earnings or any requisition of that Vessel for hire;
---	---
(iv)	any damage caused to or alteration of the Vessel for any reason whatsoever which results, or may be expected to result, in repairs on the Vessel which exceed $1,900,000; or
---	---
(v)	any accident, incident, casualty or occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become, a Major Casualty;
---	---
(s)	subject to the terms of this Charter, the Charterers may freely sub-charter the Vessel (other than on a bareboat charter basis, irrespective of duration) save that the Owners' prior written consent<br> shall be required to any Assignable Sub-charter (such consent not to be unreasonably withheld or delayed) and the Charterers shall assign all their rights and interests under such Assignable Sub-charter and procure (on a best<br> efforts basis) the Sub-charterer of such Assignable Sub-charter to give a written acknowledgment of such assignment and provide such documents as the Owners may reasonably require regarding the due execution of such Assignable<br> Sub-charter;
---	---
(t)	they shall, and shall use best endeavours to procure that each other Relevant Person, the Head Sellers, and the Refund Guarantor will, comply with all applicable laws and regulations in respect of Sanctions, and in particular, the Charterers shall effect and maintain a sanctions compliance policy to ensure compliance with all<br> such laws and regulations implemented from time to time;
---	---
(u)	they shall, and shall procure that each other Relevant Person and their respective officers, directors and employees, the Head Sellers, and the<br> Refund Guarantor, will:
---	---
(i)	conduct its business in compliance with all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;
---	---
(ii)	maintain systems, controls, policies and procedures designed to promote and achieve ongoing compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;
---	---
(iii)	in respect of the Charterers, not use, or permit or authorize any person to directly or indirectly use, the Financing Amount for any purpose that would breach any Anti-Money Laundering Laws,<br> Anti-Terrorism Financing Laws and/or Business Ethics Laws;
---	---
(iv)	not lend, invest, contribute or otherwise make available the Financing Amount to or for any other person in a manner which would result in a violation of Anti-Money Laundering Laws, Anti-Terrorism<br> Financing Laws and/or Business Ethics Laws.
---	---
36
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(v)	they shall, and shall procure that that each other Relevant Person will, promptly notify the Owners and provide all information in relation to its business and operations which may be relevant for the<br> purposes of ascertaining whether they are in compliance with all applicable laws and regulations relating to Sanctions, and in particular, the Charterers shall notify the Owners in writing immediately upon being aware that any of<br> the Charterers' shareholders, directors, officers or employees is a Prohibited Person or has otherwise become a target of Sanctions;
(w)	they shall not appoint or permit to be appointed any manager of the Vessel save for an Approved Manager on terms acceptable to the Owners and such Approved Manager has (prior to accepting its<br> appointment entered into a Manager's Undertaking);
---	---
(x)	they shall, from time to time upon the Owners' reasonable request, deliver or procure the delivery, to the Owners of copies of inspection reports in respect of Port State Control (PSC) and Flag State<br> Control (FSC), Chemical Distribution Institute (CDI) inspections, Ship Inspection Report Programme (SIRE) inspections and other oil major vetting reports, together with the score rated, if applicable, in respect of the Vessel.
---	---
(y)	if:
---	---
(i)	at any time, the shares of a Guarantor cease to trade on The New York Stock Exchange or the NASDAQ or Over the Counter (OTC), the Charterers shall promptly, and in any event within thirty (30) days<br> upon receiving written request from the Owners, provide, or ensure that a third party has provided, additional security acceptable to the Owners and documented in such terms as the Owners may require; or
---	---
(ii)	(upon the cancellation, expiration or termination of the Initial Sub-charter, save that where an Approved Subsequent Sub‑charter materially on the same terms as the Initial Sub‑charter has been<br> entered into, then upon the cancellation, expiration or termination of such Approved Subsequent Sub‑charter) if, pursuant to Clause 47.1(q), it is determined that the then applicable Outstanding Capital Balance exceeds eighty five<br> (85%) per cent of the Market Value of the Vessel (the "LTV Breach" and the said difference between the applicable Outstanding Capital Balance and eighty five (85%) per cent of the Market Value<br> of the Vessel shall be referred to as the "shortfall"), the Charterers shall, promptly and in any event no later than the date falling thirty (30) days from the date on which the Owners<br> receive the valuation report(s) pursuant to Clause 47.1(q), at the Owners' discretion, either:
---	---
(A)	make payment in an amount such as to eliminate the shortfall which payment shall be deemed to be an advance payment of hire and credited against future instalment(s) of Fixed Charterhire (or part<br> thereof) such that the amount of Fixed Charterhire for each Payment Date falling after that prepayment will be reduced pro rata by the amount paid (but for the avoidance of doubt, the Purchase Obligation Price shall not be reduced);<br> and/or
---	---
(B)	provide, or ensure that a third party has provided, additional Security Interests which, has a Market Value (in the case of a Security Interests over a vessel) or otherwise in the opinion of the<br> Owners (in the case of Security Interests over any other asset) has a net realisable value at least equal to the shortfall and is acceptable to the Owners, and which is documented in such terms as the Owners may require.
---	---
37
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(z)	save with the prior written consent of the Owners (such consent not to be unreasonably withheld or delayed), they shall not, and shall procure that no other Relevant Person shall, agree or enter into<br> any transaction, arrangement, document or do or omit to do anything which will have the effect of varying, amending, supplementing or waiving any term of the Initial Sub-charter, any other Assignable Sub-Charter or the Management<br> Agreements;
(aa)	they shall ensure that:
---	---
(i)	all Earnings and any other amounts received by them in connection with the Vessel are paid into the Operating Account;
---	---
(ii)	all of their operating expenses in connection with the Vessel are paid from the Operating Account or via the monthly budget from the manager's bank account which shall be credited from the Operating<br> Account^^; and
---	---
(iii)	the credit balance in the Operating Account shall not at any time as from the Commencement Date, be less than $480,750;
---	---

(bb)

(i)	they shall not:
(A)	purchase, cancel or redeem any of its issued shares;
---	---
(B)	increase or reduce the number of shares that it is authorized to issue or change the par value of such shares or create any new class of shares;
---	---
(C)	issues any further shares; and
---	---
(ii)	they shall not, and shall procure that each Guarantor shall not, make or pay any dividend or other distribution (in cash or in kind) in respect of its issued shares to any shareholder (including the<br> holders of preference shares (if any)) following the occurrence of a Termination Event (other than a Termination Event which has been waived by the Owners or remedied to the satisfaction of the Owners (acting reasonably));
---	---
(cc)	they shall not make any loan or enter into any and indemnity, voluntarily assume any actual or contingent liability, or otherwise provide any other form of financial support in respect of any<br> obligation of any other person, except:
---	---
(i)	pursuant to the Leasing Documents; or
---	---
(ii)	for liabilities reasonably assumed or financial support reasonably provided in the ordinary course of operating, chartering, repairing and maintaining the Vessel;
---	---
(dd)	they shall not incur any other liability or obligation (including without limitation, any Financial Indebtedness of any obligations under a guarantee) throughout the Charter Period, except for:
---	---
(i)	liabilities and obligations under the Leasing Documents to which they are parties; or
---	---
(ii)	liabilities or obligations reasonably incurred in the ordinary course of operating, chartering, repairing and maintaining the Vessel;
---	---
38
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(ee)	the Vessel shall be registered under the Flag State at all times;
(ff)	they shall ensure that the Vessels to be maintained with all spare parts on board and on order and with all stores on board together with all records, logs, plans, operating manuals and drawings in<br> relation to the Vessel or the Vessel's operations and/or maintenance;
---	---
(gg)	they shall, upon the request of the Owners and at the cost of the Charterers, on or before 31st July in each calendar year, supply or procure the supply to the Owners all information necessary in<br> order for the Owners to comply with their or any Owners' Financiers' obligations under the Poseidon Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption data required to be<br> collected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance relating to the Vessel for the preceding calendar year and, for the avoidance of doubt, such information shall be "Confidential<br> Information" for the purposes of Clause 58 (Confidentiality) but the Charterers acknowledge that, in accordance with the Poseidon Principles, such information will form part of the<br> information published regarding the Owners' and/or Owners' Financiers' portfolio climate alignment;
---	---
(hh)	they will procure that:
---	---
(i)	the Charterers Disposal shall not take place unless fifteen (15) Business Days prior written notification has been given to the Owners;
---	---
(ii)	without prejudice to paragraph (i) above, on the completion of the Charterers Disposal, the Charterers Disposal Conditions are, or will be satisfied;
---	---
(iii)	upon the completion of the Charterers Disposal, the Security Interest created under the Shares Security shall be fully perfected in accordance with its terms;
---	---
(iv)	there shall be made and/or deemed to be made any further amendments necessary consequential to the effect of the Charterers Disposal to the Leasing Documents, or otherwise reasonably required by the<br> Owners (the "Charterers Disposal Amendments").
---	---
(ii)	they:
---	---
(i)	shall or shall procure that any other organisation or person whom the Charterers have contractually agreed to take over all duties and responsibilities imposed by the ISM Code (including each Approved<br> Manager or any Sub-charterer) will:
---	---
(A)	surrender any Emission Allowances in respect of the Vessel under any applicable Emission Scheme; and
---	---
(B)	promptly upon the Owners' request, provide and submit such signed mandate letter in the form required by the Owners and the relevant authority and provide any other information and documents as<br> required by the Owners and/or the relevant authority in relation to any applicable Emission Scheme;
---	---
(ii)	shall fulfil all obligations (including without limitation, paying all documented costs, expenses, liabilities and losses, legal and accounting fees and disbursements, penalties and interest) which<br> may be imposed on the Owners as registered owner of the Vessel by the MARPOL Carbon Intensity Regulations; and
---	---
39
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(iii)	shall promptly pay all documented amounts of any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with EU ETS and Fuel EU Maritime, or any consequences<br> resulting from or in connection with non-compliance with EU ETS and Fuel EU Maritime;
(jj)	without prejudice to the foregoing paragraph (ii) in relation to EU ETS:
---	---
(i)	if the Vessel sails into any European Union ports, the Charterers shall register the Vessel as part of a "Shipping Company" as required under EU ETS and shall comply in all respects with EU ETS and<br> Fuel EU Maritime as it applies to them;
---	---
(ii)	if required by the Owners, the Charterers shall provide a letter in a format to be acceptable to the Owners confirming that they have assumed responsibility for the operation of the Vessel and have<br> indemnified the Owners of all liabilities under EU ETS and Fuel EU Maritime (the "ETS and Fuel EU Maritime Letter");
---	---
(iii)	the Charterers shall submit the ETS and Fuel EU Maritime Letter to the relevant administering authority upon registration of the Vessel pursuant to EU ETS and shall promptly provide the Owners (which<br> shall be no later than fourteen (14) days of the Owners' demand) with evidence of such submission and registration; and
---	---
(iv)	if required by the Owners, the Charterers shall enter and shall exercise its best efforts to procure that any other organisation or person whom the Charterers have contractually agreed to take over<br> all duties and responsibilities imposed by the ISM Code (including the Approved Manager or any Sub-charterer) enters an agreement with the Owners setting out how the parties will co-operate to exchange, review and analyse all<br> relevant data and information relating to the ETS and Fuel EU Maritime as required to enable the parties to ensure compliance with the EU ETS and Fuel EU Maritime in accordance with the parties' obligations under Clauses 47.1(ii),<br> (jj) and (kk) (the "ETS and Fuel EU Maritime Agreement");
---	---
(kk)	they shall (and they shall procure that each of the Approved Manager and the Sub- charterer shall):
---	---
(i)	co-operate and exchange all relevant data and information with each other in a timely manner to:
---	---
(A)	facilitate compliance by the Charterers and any other Emission Scheme Participant with any applicable Emission Scheme; and
---	---
(B)	enable the Charterers and any other Emission Scheme Participant to calculate the amount of Emission Allowances in respect of the Vessel which are required to be surrendered to the relevant Emission<br> Scheme Authority for that Emission Scheme during the Charter Period,
---	---
40
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(ii)	promptly supply to the relevant Emission Scheme Authority relating to any applicable Emission Scheme with all relevant documents (including without limitation, any relevant mandating documents<br> required in connection with surrendering the relevant Emission Allowances to the relevant Emission Scheme Authority relating to the relevant Emission Scheme) required to be provided to such Emission Scheme Authority relating to<br> such Emission Scheme, and to do all such things necessary or advisable to ensure that the Owners, the Charterers, each Emission Scheme Participant and the Vessel will be in compliance with all Environmental Laws; and
(ll)	they shall not, save with the prior written consent of the Owners, agree or enter into, and shall procure that the Sellers, the Head Sellers or the Refund Guarantor does not agree or enter into, any<br> transaction, arrangement, document or do or omit to do anything which will have the effect of varying, amending, supplementing, or waiving the terms of the Shipbuilding Contract and/or the Refund Guarantee and they shall procure<br> that the Sellers will not make any demand under the Refund Guarantee without the prior written consent of the Owners; and
---	---
(mm)	they shall promptly notify the Owners as soon as they become aware of the occurrence of:
---	---
(i)	any default which is continuing and not remedied by either the Sellers or the Head Sellers of the terms of the Shipbuilding Contract;
---	---
(ii)	any event entitling the Sellers to rescind the Shipbuilding Contract; or
---	---
(iii)	any event constituting a Buyer's Default as defined under Article XI of the Shipbuilding Contract.
---	---
47.2	Russian oil price cap
---	---
(a)	The Charterers undertake that they will, at all times comply, and require compliance by:
---	---
(i)	all Sub-charterers of the Vessel;
---	---
(ii)	all parties (each a "Counterparty") with whom the Charterers or a sub-charterer enters into a contract of carriage in respect of the Vessel, with the Russian<br> Oil Price Cap Measures.
---	---
(b)	Without prejudice to the generality of paragraph (a) above, the Charterers undertake that they will prior to the Vessel first commencing lifting or loading of Russian Oil Products (including any<br> ship-to-ship or similar transfer) or the effective date of a contract between the Charterers and an applicable Counterparty (whichever is earlier) and, throughout the duration of each contract, prior to any lifting or loading of<br> Russian Oil Products (including any ship-to-ship or similar transfer) obtain:
---	---
(i)	price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(ii)	a signed attestation from its applicable Counterparty that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
41
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(iii)	documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.
(c)	In addition to the generality of the undertaking at paragraph (a) above, the Charterers shall promptly, and in any event no later than 30 days after the Vessel commencing any lifting or loading of<br> Russian Oil Products (including any ship-to-ship or similar transfer) provide to the Owners such of the following as the Owners shall specify:
---	---
(i)	price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(ii)	an attestation signed by an authorised signatory in the form set forth in Schedule 5 confirming that the Charterers have complied in all respects with the Russian Oil Price Cap Measures; or
---	---
(iii)	documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.
---	---
(d)	Without prejudice to the generality of paragraph (a) above, the Charterers undertake to the Owners that they will ensure, exercising best commercial endeavours, that any sub-charter or other contract<br> of carriage in respect of the Vessel will include for the benefit of the Charterers provisions requiring the sub-charterer or person to whom the Charterers have sub-let the Vessel or with whom it has entered into a contract of<br> carriage to comply with the Russian Oil Price Cap Measures and to provide such information and documentation at such times as is necessary for the Charterers to comply with this Clause 47.2 (Russian<br> oil price cap).
---	---
(e)	The Charterers undertake that they will:
---	---
(i)	provide the Owners with such information, and at such times, as they may reasonably require for the purposes of the Owners satisfying any record keeping obligations applicable to them or an Affiliate<br> under the Russian Oil Price Cap Measures;
---	---
(ii)	promptly upon request and within 30 days of any request provide the Owners with such other information in relation to compliance with the Russian Oil Price Cap Measures as the Owners may from time to<br> time reasonably request including without limitation any information relating to ancillary costs as may be specified from time to time pursuant to the Russian Oil Price Cap Measures; and
---	---
(iii)	comply with such further or additional requirements as the Owners may from time to time require in writing, acting reasonably, in response to changes to any of the Russian Oil Price Cap Measures, or<br> the introduction of similar measures relating to Russian Oil Products, or changes to any guidance, application, interpretation or market practice in respect of the Russian Oil Price Cap Measures.
---	---

42
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(f)	The Charterers shall undertake appropriate due diligence on their counterparties to satisfy themselves, based on the information available, of the reliability and accuracy of any information provided<br> by such counterparties for the purposes of or relating to satisfying the requirements of paragraph (b) above.
(g)	The Charterers agree that the Owners may forward all attestations and other documents which the Charterers may from time to time deliver to the Owners pursuant to paragraphs (c) and (e) above to any<br> applicable regulators or to any other party to which the Owners may be required to forward or disclose such attestations or other documents in accordance with the Russian Oil Price Cap Measures.
---	---

CLAUSE 48 – INSPECTION OF VESSEL

48.1	Without prejudice to Clause 48.2 (Inspection of Vessel) below, the Owners shall, after giving notice to the Charterers, be entitled to inspect or survey the<br> Vessel or instruct a surveyor to carry out such survey on their behalf:
(a)	to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained;
---	---
(b)	in dry-dock if the Charterers have not dry-docked the Vessel in accordance with Clause 10(g) (Periodical Dry-Docking); and
---	---
(c)	for any other reason they consider necessary, provided it does not unduly interfere with the operation of the Vessel.
---	---
48.2	The Owners shall be entitled to exercise its rights of inspection or survey as described under Clause 48.1 once a year at the cost of the Charterers and at any other time at the cost of the Owners<br> (and, except where inspection or survey is carried out pursuant to the following (a) or (b), without interference to the operation of the Vessel), save that (a) upon the occurrence of a Termination Event or the occurrence of any<br> major insurance claims which exceeds the Major Casualty amount in respect of the Vessel, the Owners shall have the right to inspect or survey the Vessel or instruct a duly authorized surveyor to carry out such survey on their behalf<br> at any time (and for the avoidance of doubt, more than once a year) without prior notice to, and at the cost of, the Charterers; and (b) the Owners shall have the right to inspect or survey the Vessel or instruct a duly authorized<br> surveyor to carry out such survey on their behalf at any time prior to the Commencement Date. The Charterers shall procure that the Owners can fully exercise such rights of inspection and survey.
---	---
48.3	The Charterers shall also permit the Owners to inspect the Vessel's log books whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties<br> or other accidents or damage to the Vessel.
---	---
48.4	Except as otherwise provided under Clause 48.2, the reasonable costs, fees and expenses in connection with the Owners' procuring or arranging such inspection and in connection with obtaining the<br> relevant inspection report as to the condition of the Vessel under this Clause shall be paid by the Charterers.
---	---
48.5	All time used in respect of inspection, survey or repairs pursuant to this Clause shall be for the Charterers' account and form part of the Charter Period.
---	---
43
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

CLAUSE 49 – INTENTIONALLY DELETED

CLAUSE 50 – TERMINATION EVENTS

50.1	The Owners and the Charterers hereby agree that any of the following events shall constitute a Termination Event:
(a)	any Relevant Person fails to make any payment on the due date or on demand in accordance with the terms of any Leasing Document to which it is a party, unless such non-payment is caused by<br> administrative or technical error and the relevant payment is made within three (3) Business Days (in the case of payment of Charterhire) or five (5) Business Days (in the case of any other payment, other than Charterhire) of the<br> relevant due date;
---	---
(b)	the Charterers breach or omit to observe or perform any of their undertakings in Clause 47.1 (a), (f), (g), (j)(vi), (l), (o), (p), (t), (u), (v), (y) or (aa)(iii) or a Guarantor breaches or omits to<br> observe or perform any of its undertakings or the financial covenants contained under clause 11.14 (Financial covenants) of the relevant Guarantee;
---	---
(c)	the Charterers fail to obtain and/or maintain the Insurances required under Clause 40 (Insurance) in accordance with the provisions thereof (or any insurer in<br> respect of such Insurances cancels the Insurances or disclaims liability with respect thereto);
---	---
(d)	any Relevant Person commits any other breach of, or omits to observe or perform, any of their other obligations or undertakings in this Charter or any Leasing Document (other than a breach referred to<br> in paragraphs (a), (b) and (c) above) unless such breach or omission is in the opinion of the Owners, remediable and the Relevant Person remedies (or cause to remedy) such breach or omission to the satisfaction of the Owners within<br> fifteen (15) Business Days of the occurrence of such breach or omission;
---	---
(e)	any representation or warranty made by any Relevant Person in or pursuant to any Leasing Document to which it is a party proves to be untrue or misleading when it is made;
---	---
(f)	any of the following occurs in relation to any Financial Indebtedness of any of the Charterers or a Guarantor:
---	---
(i)	any Financial Indebtedness of such entity is not paid when due or, if so payable, on demand after any applicable grace period has expired;
---	---
(ii)	any Financial Indebtedness of such entity becomes due and payable, or capable of being declared due and payable, prior to its stated maturity date as a consequence of any event of default and not as a<br> consequence of the exercise of any voluntary right of prepayment;
---	---
(iii)	a lease, hire purchase agreement or charter creating any Financial Indebtedness of such entity is terminated by the lessor or owner as a consequence of any termination event or event of default<br> (howsoever defined); or
---	---
(iv)	any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction, relating to any<br> Financial Indebtedness of such entity ceases to be available or becomes capable of being terminated or declared due and payable or cash cover is required or becomes capable of being required, as a result of any termination event or<br> event of default (howsoever defined);
---	---
44
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

provided that no Termination Event will occur under this paragraph (f) in respect of (A) a Guarantor if the aggregate amount of Financial Indebtedness falling within sub-paragraphs (i) to (iv) above is less than US$10,000,000 (or its equivalent in any other currency or currencies) or (B) the Charterers if the aggregate amount of Financial Indebtedness falling within sub-paragraphs (i) to (iv) above is less than US$2,000,000 (or its equivalent in any other currency or currencies);

(g)	any of the following occurs in relation to any of the Charterer or a Guarantor:
(i)	such entity becomes, in the opinion of the Owners, unable to pay their debts as they fall due;
---	---
(ii)	in respect of such entity, the value of its assets is less than its liabilities (taking into account contingent liabilities);
---	---
(iii)	any administrative or other receiver is appointed over all or a substantial part of the assets of such entity unless as part of a solvent reorganisation which has been approved by the Owners;
---	---
(iv)	such entity makes any formal declaration of bankruptcy or any formal statement to the effect that they are insolvent or likely to become insolvent, or a winding up or administration order is made in<br> relation to such entity, or the members or directors of such entity pass a resolution to the effect that they should be wound up, placed in administration or cease to carry on business;
---	---
(v)	a petition is presented in any Relevant Jurisdiction for the winding up or administration, or the appointment of a provisional liquidator, of such entity;
---	---
(vi)	such entity petitions a court, or presents any proposal for, any form of judicial or non-judicial suspension or deferral of payments, reorganisation of their debt (or certain of their debt) or<br> arrangement with all or a substantial proportion (by number or value) of their creditors or of any class of them or with a minority proportion (by number or value) of their creditors or of any class of them which would reasonably<br> likely to have a Material Adverse Effect or any such suspension or deferral of payments, reorganisation or arrangement is effected by court order, contract or otherwise;
---	---
(vii)	any meeting of the members or board of directors of such entity is summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraph<br> (iii), (iv), (v) or (vi);
---	---
(viii)	in any jurisdiction, any event occurs or any procedure is commenced which, in the opinion of the Owners, is similar to any of the foregoing referred to in (ii) to and including (vii) above; or
---	---
(ix)	any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction which affects any asset or assets of such entity which is not discharged within<br> fourteen (14) days;
---	---
45
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(h)	the Charterers or a Guarantor suspends or ceases or threatens to suspend or cease carrying on its business;
(i)	any consent, approval, authorisation, license or permit necessary to enable the Charterers to operate or charter the Vessel or any Relevant Person to comply with any provision of Leasing Document (as<br> the case may be) and/or to ensure that the obligations of any Relevant Person under any Leasing Document are legal, valid, binding or enforceable (I) is not granted, (II) expires without being renewed, (III) is revoked or becomes<br> liable to revocation or (IV) any condition of such a consent, approval, authorisation, license or permit is not fulfilled;
---	---
(j)	any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect;
---	---
(k)	this Charter or any Leasing Document or any Security Interest created by a Leasing Document:
---	---
(i)	is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason or no longer constitutes valid, binding and enforceable obligations of any party<br> to that document for any reason whatsoever; or
---	---
(ii)	is amended or varied without the prior written consent of the Owners;
---	---
(l)	the Charterer, a Guarantor or an Approved Manager rescinds or purports to rescind or repudiates or purports to repudiate a Leasing Document;
---	---
(m)	the Security Interest constituted by any Leasing Document is in any way imperiled or in jeopardy;
---	---
(n)	any Termination Event (as defined in each Other Charter) occurs under such Other Charter (for the avoidance of doubt, in relation to each Other Charter, this shall exclude any cancellation or<br> termination of the MOA (as defined in such Other Charter) and/or such Other Charter pursuant to clause 51A of such Other Charter);
---	---
(o)	if any Relevant Person:
---	---
(i)	is or becomes a Prohibited Person;
---	---
(ii)	is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;
---	---
(iii)	owns or controls a Prohibited Person;
---	---
(iv)	has a Prohibited Person serving as a director, officer or employee;;
---	---
(p)	save as expressly permitted under this Charter there is a merger, amalgamation, demerger or corporate reconstruction of the Charterers, any Other Charterer or any Guarantor, without the Owners' prior<br> written consent;
---	---

(q)

46
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(i)	the shares of a Guarantor cease to trade on The New York Stock Exchange or the NASDAQ or Over the Counter (OTC), unless the Charterers comply with their obligations under Clause 47.1(y); or
(ii)	a Guarantor ceases being an entity reporting with the U.S. Securities and Exchange Commission;
---	---
(r)	there is a change in control of ownership or control of the Charterers or there is a change of voting control in the case of a Guarantor as set out in Clause 46 (Representations<br><br><br> and Warranties) unless prior written consent from the Owners has been obtained prior to such change;
---	---
(s)	there is any occurrence of any litigation, arbitration or administrative proceedings or investigations involving a Relevant Person which has been commenced or taken and has been adversely determined<br> and which has or is reasonably likely to have a Material Adverse Effect;
---	---
(t)	any lease, hire purchase agreement, charter or any other financing arrangement in respect of any Associated Vessel (other than the Vessel and the Other Vessels) is terminated, cancelled or repudiated<br> by the relevant lessor or owner or financier as a consequence of any termination event or event of default (howsoever defined therein);
---	---
(u)	during the period from and including the date of this Charter up to the expiry of the warranty period as referred to under Article IX (Warranty of Quality) paragraph 1 of the Shipbuilding<br> Contract only and as may be extended in accordance with Article IX thereunder:
---	---
(i)	any of the events specified in Clause 50.1(g) occurs in relation to the Head Sellers;
---	---
(ii)	any corporate action, legal proceeding or other procedure or step described in Clause 50.1(g) has been taken or exists or, to their knowledge, threatened in relation to the Head Sellers;
---	---
(iii)	a default by the Head Sellers under the Shipbuilding Contract occurs which entitles the Sellers to rescind or terminate the Shipbuilding Contract;
---	---
(iv)	a default by the Sellers under the Shipbuilding Contract (including those described under Article XI (Buyer's Default) of the Shipbuilding Contract) occurs which entitles the Head Sellers to rescind or terminate the Shipbuilding Contract;
---	---
(v)	a party to the Shipbuilding Contract rescinds or repudiates the Shipbuilding Contract; or
---	---
(vi)	the Shipbuilding Contract is terminated or cancelled or ceases to remain valid, legal, binding, in full force and effect for any reason whatsoever or is transferred, assigned, novated or otherwise<br> disposed of by the Sellers to any person (other than pursuant to any Leasing Document); or
---	---
(v)	during the Pre-delivery Period:
---	---
(i)	any of the events specified in Clause 50.1(g) occurs in relation to the Refund Guarantor;
---	---
47
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(ii)	any corporate action, legal proceeding or other procedure or step described in Clause 50.1(g) has been taken or exists or, to their knowledge, threatened in relation to the Refund Guarantor;
(iii)	a party to the Refund Guarantee rescinds or repudiates the Refund Guarantee; or
---	---
(iv)	the Refund Guarantee is terminated or cancelled or ceases to remain valid, legal, binding, in full force and effect for any reason whatsoever or is transferred, assigned, novated or otherwise disposed<br> of by the Sellers to any person (other than pursuant to any Leasing Document); or
---	---
(w)	if the Initial Sub-charter or the Approved Subsequent Sub-charter is cancelled, repudiated, rescinded or terminated, or otherwise ceases to remain in full force and effect for any reason before its<br> natural expiration under its terms, unless the Charterers enter into a replacement Sub-charter acceptable to the Owners within sixty (60) days of such cancellation, repudiation, rescission, termination or cessation.
---	---
50.2	Notwithstanding and without prejudice to Clause 33 (Cancellation), upon the occurrence of any Termination Event which is continuing, the Owners may issue a<br> written notice to the Charterers terminating this leasing of the Vessel under this Charter and demanding payment of the Termination Sum (the "Termination Notice"), whereupon the Charterers<br> shall be obliged to pay the Termination Sum to the Owners on the date specified by the Owners in their sole discretion in the Termination Notice (the "Termination Date").
---	---
50.3	For the avoidance of doubt, notwithstanding any action taken by the Owners following a Termination Event, the Charterers shall remain liable for the outstanding obligations on their part to be<br> performed under this Charter including but not limited to all insurance, operational and maintenance covenants until such time as the Vessel is redelivered to the Owners in accordance with Clause 42.5, or the title is transferred to<br> the Charterers in accordance with Clause 42.3, the Vessel is sold in accordance with 42.9 or the Owners exercise the option set out in Clause 42.10.
---	---
50.4	Without limiting the generality of the foregoing or any other rights of the Owners (but without prejudicing the rights of the Charterers pursuant to Clause 42.9), upon the occurrence of a Termination<br> Event which is continuing, the Charterers agree and acknowledge that the Owners shall have the sole and exclusive right and power to (i) settle, compromise, compound, adjust or defend any action, suit or proceeding relating to or<br> pertaining to the Vessel, (ii) make proof of loss, appear in and prosecute any action arising from any policy or policies of insurance maintained pursuant to this Charter, and settle, adjust or compromise any claims for loss, damage<br> or destruction under, or take any other action in respect of, any such policy or policies and/or change or appoint a new manager for the Vessel and the appointment of any originally appointed manager may be terminated immediately<br> without any recourse to the Owners.
---	---
50.5	Each Termination Event which is continuing shall either be a breach of condition by the Charterers where it involves a breach of this Charter or any of the other Leasing Document by the Charterers or<br> shall otherwise be an agreed terminating event, the occurrence of which gives rise to a right of the Owners to terminate the leasing of the Vessel under this Charter and to exercise its rights under this clause, provided that, in<br> case of a breach of contract claim, the claim amount of the Owners should not exceed the applicable Termination Sum as at the relevant time.
---	---
48
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

CLAUSE 51 – MANDATORY SALE

51.1	If it becomes unlawful in any applicable jurisdiction for the Owners to perform any of their obligations as contemplated by this Charter or the MOA to perform their obligations under the Financial<br> Instruments, the Owners shall notify the Charterers of this event and the Charterers shall be required to pay the applicable Mandatory Sale Price to the Owners within sixty (60) days following such written notice by the Owners or, if earlier, the date specified by the Owners in the notice delivered to the Charterers (being no earlier than the last day of any applicable grace period permitted<br> by law), and this Charter shall terminate in accordance with the procedures set out in Clause 51.4.
51.2	If it is or has become:
---	---
(a)	unlawful or prohibited, whether as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied;<br> or
---	---
(b)	contrary to, or inconsistent with, any regulation, for any Relevant Person to maintain or give effect to any of its obligations under this Charter or any of the other Leasing Documents to which it is<br> a party in the manner it is contemplated under such Leasing Document or any of the obligations of such Relevant Person under any Leasing Document to which it is a party are not or cease to be legal, valid, binding and enforceable,<br> the Charterers shall be required to pay the applicable Mandatory Sale Price to the Owners within sixty (60) days following such occurrence or, if earlier, a date specified by the Owners (being no earlier than the last day of any<br> applicable grace period permitted by law), and this Charter shall terminate in accordance with the procedures set out in Clause 51.4.
---	---
51.3	If there is a breach of 47.1(j)(vi), 47.1(t), 47.1(u) or 47.1(v) in any such case on the basis that reference to "the People's Republic of China" applies to the definition of "Prohibited Person" or<br> paragraph (e) of the definition of "Sanctions Authority" applies to the definition of "Sanctions Authority", the Charterers shall be required to pay the applicable Mandatory Sale Price to the Owners within sixty (60) days following<br> such occurrence or, if earlier, a date specified by the Owners (being no earlier than the last day of any applicable grace period permitted by law or the relevant official institution, agency or the government of the People's<br> Republic of China) and this Charter shall terminate in accordance with the procedures set out in Clause 51.4.
---	---
51.4	If the applicable Mandatory Sale Price becomes payable in accordance with Clause 37.11 or Clause 38.3 or Clause 51.1 or Clause 51.2 or Clause 51.3 or Clause 56.5, the same shall (in each such case) be<br> payable in consideration of the purchase and transfer of the legal and beneficial title of the Vessel pursuant to Clause 54 (Sale of the Vessel). The day on which the applicable Mandatory<br> Sale Price is paid pursuant to Clause 37.11 or Clause 38.3 or Clause 51.1, Clause 51.2 or Clause 51.3 or Clause 56.5 is a "Mandatory Sale Date" and such transfer of Vessel provided therein is<br> a "Mandatory Sale".
---	---
49
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

CLAUSE 51A – USTR TERMINATION EVENT

51A.1	If, from the date falling thirty (30) days prior to the Scheduled Delivery Date (inclusive) and until the date falling twelve (12) months from the Commencement Date (exclusive), in relation to any<br> port call or intended port call of the Vessel in the US (a "US Port Call"):
(a)	the Charterers and/or any Approved Sub-charterer determine that such call would result in additional port fees, dues, imposts, levies or any other additional fees or expenses (the "Additional Port Call Fees") (for the avoidance of doubt, as between the Owners and Charterers (the "Parties") any such Additional Port Call Fees shall be<br> borne by the Charterers); and
---	---
(b)	in the reasonable opinion of the Charterers, such Additional Port Call Fees;
---	---
(i)	would be incurred by the Charterers and/or the Approved Sub-charterer (as the case may be) exclusively due to the beneficial or legal ownership of the Owners;
---	---
(ii)	arise as a result of the Section 301 (of the U.S. Trade Act of 1974) Investigations on China's Targeting of the Maritime, Logistics and Shipbuilding Sectors for Dominance, or any governmental policy or directive targeting Chinese<br> maritime or financial interests; and
---	---
(iii)	would have direct and adverse effect to the business or operations of the Charterers (for the purposes of this sub-paragraph (iii), a direct and adverse effect shall be deemed to exist if:
---	---
(x)	in relation to the Initial Sub-charter, the Initial Sub-charterer has informed the Charterers of its intention to terminate the Initial Sub-charter as a result of the Additional Port Call Fees; or
---	---
(y)	in relation to any other Assignable Sub-charter, the relevant Approved Sub-charterer has informed the Charterers of its intention to terminate such other Assignable Sub-charter pursuant to certain provisions thereunder which are equivalent or similar to this Clause 51A (USTR Termination Event); or
---	---
(z)	the Additional Port Call Fees would substantially increase the port fees, dues, imposts, levies or any other fees or expenses that would need to be paid for the specific US Port Call had the<br> Additional Port Call Fees not been imposed), the Charterers shall notify the Owners accordingly and provide the Owners with all documentary evidence relating to it as reasonably requested by the Owners (which shall include, among<br> other things, any applicable termination notice from the relevant Approved Sub-charterer, US governmental directive, ports demand, expert opinion or finance report), following which, the Parties shall, for a period of up to sixty<br> (60) (or such shorter period as agreed by the Parties) days (the "USTR Remedy Period"), take all reasonable steps to mitigate any such circumstances or events provided that:
---	---
(A)	this Clause 51A (USTR Termination Event) does not constitute a waiver of the obligations of any Relevant Person under any Leasing Documents;
---	---
50
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(B)	the Parties shall fully co-operate with each other (in the case of the Charterers, they shall procure on a best effort basis that the Approved Sub-charterer will also fully co-operate with the<br> Parties), to effect any mitigation measures that has been agreed between the Parties, and the Charterers shall be responsible for all pre-agreed documented costs and expenses reasonably incurred by the Owners in connection with such<br> mitigation measures;
(C)	if at the end of the first 15 days of the USTR Remedy Period, (1) no preliminary mitigation measures have been agreed upon between the Parties or (2) either Party reasonably determines that no<br> mitigation measures could be agreed upon and implemented by the Parties before the end of the USTR remedy period, sub-paragraph (D) below shall be applicable;
---	---
(D)	if this sub-paragraph (D) applies pursuant to sub-paragraph (C) above or following the expiration of the USTR Remedy Period:
---	---
(1)	the Charterers shall have the option to (but always at the cost of the Charterers), following the Commencement Date, purchase the Vessel on any date thereafter (the "Special<br><br> Termination Date") as specified in a written notice by the Charterers to the Owners (the "Special Termination Notice") at the applicable Special Termination Amount, subject always to<br> giving the Owners no less than (in case this sub-paragraph (D) applies pursuant to sub-paragraph (C) above) 30 days' prior written notice or (in case this sub-paragraph (D) applies following the expiration of the USTR Remedy Period)<br> five (5) Business Days' prior written notice (as the case may be);
---	---
(2)	a Special Termination Notice shall be signed by a duly authorised officer or attorney of the Charterers and, once delivered to the Owners, is irrevocable and the Charterers shall be bound to pay to<br> the Owners the Special Termination Amount on the Special Termination Date;
---	---
(3)	only one Special Termination Notice may be served throughout the duration of the Charter Period; and
---	---
(4)	upon the Owners' receipt in full of the applicable Special Termination Amount, the Owners shall immediately transfer the legal and beneficial ownership of the Vessel in accordance with the terms and<br> conditions set out at Clause 54 (Sale of the Vessel) to the Charterers or their nominees.
---	---

CLAUSE 52 – VOLUNTARY EARLY TERMINATION

52.1	The Charterers shall have the right (the "Voluntary Early Termination"), on or after the date falling twelve (12) months from the Commencement Date, to purchase<br> the Vessel on any date specified in the Voluntary Early Termination Notice (as hereinafter defined) at the applicable Voluntary Early Termination Price, subject to the other terms of this Clause 52 (Voluntary<br><br> Early Termination).
52.2	The Voluntary Early Termination shall be exercisable only:
---	---
(a)	upon the Charterers providing not less than ninety (90) days' prior written notice (the "Voluntary Early Termination Notice") to purchase the Vessel;
---	---
51
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(b)	on or after the date falling twelve (12) months from the Commencement Date (unless otherwise agreed by the Owners) (the "Voluntary Early Termination Date"); and
(c)	in the absence of the occurrence of a Termination Event which is continuing on or prior to (i) the date of the Voluntary Early Termination Notice and (ii) the Voluntary Early Termination Date.
---	---
52.3	The Voluntary Early Termination Notice shall be signed by a duly authorised officer or attorney of the Charterers and, once delivered to the Owners, will be irrevocable and the Charterers shall be<br> bound to pay to the Owners the Voluntary Early Termination Price on the Voluntary Early Termination Date.
---	---
52.4	The sale of the Vessel pursuant to the Charterers' exercise of the Voluntary Early Termination shall be conducted in accordance with Clause 54 (Sale of the Vessel).
---	---

CLAUSE 53 –PURCHASE OBLIGATION

Provided all moneys owing and payable under this Charter have been fully and irrevocably paid to the Owners, the Charterers shall be obliged to purchase from the Owners all of the Owners' beneficial and legal right, title and interest in the Vessel and all belonging to her, and the Owners and the Charterers shall perform their obligations referred to in Clause 54 (Sale of the Vessel) and the Charterers shall pay the Purchase Obligation Price in full on the last day of the Charter Period in relation thereto (unless the Parties agree otherwise in writing and upon such terms and conditions as the Owners may deem fit in their absolute discretion).

CLAUSE 54 – SALE OF THE VESSEL

54.1	The sale of the legal and beneficial interest and title in the Vessel pursuant to the Charterers' payment of the Termination Sum under Clause 42 (Termination,<br> Redelivery and Total Loss), the Charterers' exercise of the Charterers' Voluntary Early Termination under Clause 52 (Voluntary Early Termination) or the Charterers' payment of the<br> Special Termination Amount under 51A (USTR Termination Event), the Charterers' payment of the Purchase Obligation Price under Clause 53 (Purchase Obligation)<br> or the completion of the Mandatory Sale under Clause 51 (Mandatory Sale) shall be on an "as is where is" and subject to the following terms and conditions:
(a)	no condition, warranty or representation of any kind is or has been given by or on behalf of the Owners in respect of the Vessel or any part thereof, and accordingly the Charterers confirm that they<br> have not, in entering into this Charter, relied on any condition, warranty or representation by the Owners or any person on the Owners' behalf, express or implied, whether arising by law or otherwise in relation to the Vessel or any<br> part thereof, including, without limitation, warranties or representations as to the description, suitability, quality, merchantability, fitness for any purpose, value, state, condition, appearance, safety, durability, design or<br> operation of any kind or nature of the Vessel or any part thereof, and the benefit of any such condition, warranty or representation by the Owners is hereby irrevocably and unconditionally waived by the Charterers to the extent<br> permissible under applicable law;
---	---
52
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(b)	the Charterers hereby also waive any rights which they may have in tort in respect of any of the matters referred to under paragraph (a) above and irrevocably agree that the Owners shall have no<br> greater liability in tort in respect of any such matter than they would have in contract after taking account of all of the foregoing exclusions. No third party making any representation or warranty relating to the Vessel or any<br> part thereof is the agent of the Owners nor has any such third party authority to bind the Owners thereby. Notwithstanding anything contained above, nothing contained herein is intended to obviate, remove or waive any rights or<br> warranties or other claims relating thereto which the Charterers (or their nominee) or the Owners may have against the manufacturer or supplier of the Vessel or any third party;
(c)	the Owners shall procure the discharge and release of any registered mortgages created by the Owners and/or Owners' Financiers in relation to the Vessel;
---	---
(d)	the Voluntary Early Termination Price or the Purchase Obligation Price or the Termination Sum or the Mandatory Sale Price or the Special Termination Amount shall be paid by (or on behalf of) the<br> Charterers to the Owners on the Voluntary Early Termination Date or the last day of the Charter Period or the Termination Date or the Mandatory Sale Date or the Special Termination Date (as the case may be) together with unpaid<br> amounts of Charterhire and other moneys owing by or accrued or due from the Charterers under this Charter on or prior to the Voluntary Early Termination Date or the last day of the Charter Period or the Termination Date or the<br> Mandatory Sale Date or the Special Termination Date (as the case may be) which remain unpaid; and
---	---
(e)	concurrently with the Owners receiving irrevocable payment of the Voluntary Early Termination Price or, as the case may be, the Purchase Obligation Price or the applicable Termination Sum or the<br> applicable Mandatory Sale Price or the applicable Special Termination Amount and all other moneys payable under this Charter in full pursuant to the terms of this Charter, the Owners shall (save in the event of Total Loss) (at the<br> Charterer's cost) transfer the legal and beneficial ownership of the Vessel on an "as is where is" basis to the Charterers (or their nominees as approved by the Owners) and shall (at the Charterers' cost) execute a bill of sale and<br> a protocol of delivery and acceptance evidencing the same and any other document strictly necessary to transfer the title of the Vessel to the Charterers or their nominees (and to the extent required for such purposes, the Vessel<br> shall be deemed first to have been redelivered to the Owners).
---	---

CLAUSE 55 – INDEMNITIES

55.1	The Charterers shall indemnify the Owners, on the Owners' demand, against all documented claims, expenses, liabilities, losses, fees (including but not limited to any vessel registration and tonnage<br> fees or any tax incurred by the Owners as a result of the operation and/or trading of the Vessel) suffered or incurred by or imposed on the Owners arising from this Charter and any Leasing Document, including but not limited to (i)<br> in connection with delivery, possession, performance, control, registration, repair, survey, insurance, maintenance, manufacture, purchase, ownership and operation of the Vessel by the Owners, (ii) costs related to the prevention or<br> release of liens or detention of or requisition, use, operation or redelivery, sale or disposal of the Vessel or any part of it and (iii) enforcing the Owners' rights under this Charter or any Leasing Document or for taking any<br> action following the occurrence of a Termination Event or Potential Termination Event, in each case of paragraphs (i) to (iii), whether prior to, during or after termination of the leasing of this Charter and whether or not the<br> Vessel is in the possession or the control of the Charterers or otherwise. Without prejudice to its generality, this Clause covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection<br> with any law relating to safety at sea, the ISM Code, the ISPS Code, the MARPOL Protocol, any Environmental Law, any Sanctions or any Anti- Money Laundering Laws, Anti-Terrorism Financing Laws, Business Ethics Laws, EU ETS or Fuel<br> EU Maritime.
53
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

55.2	The Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.
55.3	In consideration of the Charterers requesting the Other Owners to charter the Other Vessels to the Other Charterers under the Other Charters, the Charterers hereby irrevocably and unconditionally<br> undertake to pay immediately on demand from the Other Owners such amounts in respect of all claims, expenses, liabilities, losses, fees of every kind and nature and all other moneys due, owing and/or payable to the Other Owners<br> under or in connection with the Other Charters, and to indemnify and hold the Other Owners harmless against all such losses, moneys, costs, fees and expenses. The Parties hereby further agree and acknowledge that:
---	---
(a)	the Owners may from time to time provide the Charterers with a replacement Schedule 3 (The Vessels, The Parties and The Charters) containing the updated<br> details of the Other Vessels, the Other Owners, the Other Charterers and the Other Charters; and
---	---
(b)	in the absence of manifest error, any such replacement Schedule 3 (The Vessels, The Parties and The Charters) given to the Charterers pursuant to paragraph (a)<br> above shall be conclusive as to the matters to which it relates and shall be deemed to automatically replace the existing Schedule 3 (The Vessels, The Parties and The Charters) and form part<br> of this Charter.
---	---
55.4	All rights which the Charterers have at any time (whether in respect of this Charter or any other transaction) against any Other Charterer or any Relevant Person shall be fully subordinated to the<br> rights of the Owners under the Leasing Documents and until the end of this Charter and unless the Owners otherwise direct, the Charterers shall not exercise any rights which it may have (whether in respect of this Charter or any<br> other transaction) by reason of performance by it of its obligations under the Leasing Documents or by reason of any amount becoming payable, or liability arising, under this Clause:
---	---
(a)	to be indemnified by any Other Charterer or such Relevant Person;
---	---
(b)	to claim any contribution from any third party providing security for, or any other guarantor of any Other Charterer's or such Relevant Person's obligations under the Leasing Documents;
---	---
(c)	to take any benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any Other Charterer or such Relevant Person under the Leasing Documents or of any other<br> guarantee or security taken pursuant to, or in connection with, the Leasing Documents by any of the aforesaid parties;
---	---
(d)	to bring legal or other proceedings for an order requiring any Other Charterer or such Relevant Person to make any payment, or perform any obligation, in respect of any Leasing Document;
---	---
(e)	to exercise any right of set-off against any Other Charterer or such Relevant Person; and/or
---	---
(f)	to claim or prove as a creditor of any Other Charterer or such Relevant Person,
---	---
54
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(g)	and if the Charterers receive any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which<br> may be or become payable to the Owners or the Other Owners by the Other Charterers or such Relevant Person under or in connection with the Leasing Documents to be repaid in full on trust for the Owners or the Other Owners and shall<br> promptly pay or transfer the same to the Owners or the Other Owners as may be directed by the Owners.
55.5	The Charterers hereby irrevocably agree to indemnify and hold harmless the Owners against any claim, expense, liability or loss reasonably incurred by the Owners in liquidating or employing deposits<br> from the Owners' Financiers or third parties to fund the acquisition of the Vessel pursuant to the MOA. For the avoidance of doubt, this Clause 55.5 shall not apply if the MOA is terminated due to the application of Clause 51A (USTR Termination Event).
---	---
55.6	Notwithstanding anything to the contrary herein (but subject and without prejudice to Clause 33 (Cancellation)) and without prejudice to any right to damages<br> or other claim which the Charterers may have at any time against the Owners under this Charter, the indemnities provided by the Charterers in favour of the Owners shall continue in full force and effect notwithstanding any breach of<br> the terms of this Charter or termination of this Charter pursuant to the terms hereof or termination of this Charter by the Owners. At the end of the Security Period, the Charterers shall procure each Guarantor will furnish an<br> undertaking to the Owners (to be documented in a deed of release or such other agreement to be agreed between the Owners and the Charterers), such undertaking will confirm such Guarantor's agreement to assume and to be bound by the<br> indemnities provided by the Charterers as contemplated hereunder and which are intended to survive the termination of this Charter, whereby the Owners shall at the cost of the Charterers release any such indemnities in full.
---	---
55.7	The obligations of the Charterers under this Clause 55 (Indemnities) and in respect of any Security Interest created pursuant to the Security Documents will<br> not be affected or discharged by an act, omission, matter or thing which would reduce, release or prejudice any of its obligations under this Clause 55 (Indemnities) or in respect of any<br> Security Interest created pursuant to the Security Documents (without limitation and whether or not known to it or any Relevant Person) including:
---	---
(a)	any time, waiver or consent granted to, or composition with, any Relevant Person or other person;
---	---
(b)	the release of any other Relevant Person or any other person under the terms of any composition or arrangement with any creditor of a Relevant Person or any of its affiliates;
---	---
(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or<br> enforcing any rights against, or security over assets of, any Relevant Person or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the<br> full value of any security;
---	---
(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Relevant Person or any other person;
---	---
(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Leasing Document or any other document or security;
---	---
55
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Security Document or any other document or security; or
(g)	any insolvency or similar proceedings.
---	---

CLAUSE 56 – NO SET-OFF OR TAX DEDUCTION

56.1	All Charterhire and any other payment made from the Charterers to enable the Owners to pay all amounts under a Leasing Document shall be paid punctually and:
(a)	without any form of set-off, cross-claim, condition or counterclaim;
---	---
(b)	made free and clear of all present and future taxes, levies, duties or deductions of any nature whatsoever, whether levied now or in the future, unless required by law; and
---	---
(c)	net of any bank charges or bank fees.
---	---
56.2	Without prejudice to Clause 56.1 (No Set-off or Tax Deduction), if the Owners are required by law to make a tax deduction from any payment:
---	---
(a)	the Owners shall notify the Charterers as soon as they become aware of the requirement; and
---	---
(b)	the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Owners receive and retain (free from any liability relating to the tax deduction) a net amount<br> which, after the tax deduction, is equal to the full amount which they would otherwise have received.
---	---
56.3	The Charterers shall (within three (3) Business Days of demand by Owners) pay to the Owners an amount equal to the loss, liability or cost<br> which the Owners determine will be or has been (directly or indirectly) suffered for or on account of tax by the Owners in respect of a Leasing Document.
---	---
56.4	Clause 56.3 shall not apply:
---	---
(a)	with respect to any tax assessed on the Owners under the law of the jurisdiction in which the Owners are incorporated or, if different, the jurisdiction (or jurisdictions) in which the Owners are<br> treated as resident for tax purposes if that tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Owners; or
---	---
(b)	to the extent a loss, liability or cost is compensated for by an increased payment under Clauses 57.2 or 57.3.
---	---
56.5	Notwithstanding any other provision to this Charter, if any deduction or withholding or other tax is or will be required to be made by the Charterers or the Owners in respect of a payment to the<br> Owners as a result of the Tax Changes, the Owners and the Charterers shall use reasonable endeavours to mitigate the effect of the Tax Changes and have the right to transfer their interest in the Vessel (and this Charter) to any<br> person nominated by the Owners and all costs in relation to such mitigation or transfer shall be for the account of the Charterers. Provided that if after the Owners and the Charterers having exercised reasonable endeavours to<br> mitigate the effect of the Tax Changes (at the cost of the Charterers) following notification from the Owners to the Charterers regarding the occurrence of the Tax Changes such Tax Changes continue to have the same effect, the<br> Charterers shall have the option to pay the applicable Mandatory Sale Price to the Owners within thirty (30) days following such notice by the Owners, and this Charter shall terminate in accordance with the procedures set out in<br> Clause 51.4.
---	---
56
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

56.6	If the Charterers compensate the Owners by an increased payment pursuant to Clause 57.2 or 57.3 and the Owners determine that they have obtained and utilized a tax credit attributable to this<br> increased payment, the Owners shall reimburse the Charterers that increased payment (or part thereof if the tax credit is attributable to only part of such increased payment).

CLAUSE 57 – INCREASED COSTS

57.1	This Clause 57 (Increased Costs) applies if the Owners notify the Charterers that they (or their financiers) consider that as a result of:
(a)	the introduction or alteration after the date of this Charter of a law or an alteration after the date of this Charter in the manner in which a law is interpreted or applied (excluding any effect<br> which relates to the application to payments under this Charter of a tax on the Owners' overall net income); or
---	---
(b)	complying with any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Owners allocates capital resources to their obligations<br> under this Charter) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Charter, the Owners or a parent company of them (if any) has incurred or will incur an "increased cost".
---	---
57.2	In this Clause 57 (Increased Costs), "increased cost" means, in relation to the Owners:
---	---
(a)	an additional or increased cost incurred as a result of, or in connection with, the Owners or the Owners' parent company or the Owners' Financiers (if any) having entered into, or being a party to,<br> this Charter, of funding or financing the acquisition of the Vessel pursuant to the MOA or performing their obligations under this Charter;
---	---
(b)	a reduction in the amount of any payment to the Owners under this Charter or in the effective return which such a payment represents to the Owners (if any) on their capital; or
---	---
(c)	an additional or increased cost of funds relating to the acquisition of the Vessel pursuant to the MOA, and for the purposes of this Clause 57.2 the Owners may in good faith allocate or spread costs<br> and/or losses among their assets and liabilities (or any class of their assets and liabilities) on such basis as they consider appropriate.
---	---
57.3	Subject to the terms of Clause 57.1, the Charterers shall pay to the Owners, upon receipt of the Owners' demand and any evidence thereto (where available to the Owners), the amounts which the Owners<br> from time to time notify the Charterers to be necessary to compensate the Owners for the increased cost.
---	---
57
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

57.4	If any sum due from the Charterers to the Owners under this Charter or any other Leasing Document or under any order or judgment relating thereto has to be converted from the currency in which this<br> Charter or such Leasing Document provided for the sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the<br> purpose of:
(a)	making or lodging any claim or proof against the Charterers, whether in their liquidation, any arrangement involving them or otherwise; or
---	---
(b)	obtaining an order or judgment from any court or other tribunal; or
---	---
(c)	enforcing any such order or judgment;
---	---

In this Clause 57.4, the "available rate of exchange" means the rate at which the Owners are able at the opening of business (Beijing time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.

CLAUSE 58 – CONFIDENTIALITY

58.1	The Parties agree to keep the terms and conditions of this Charter and any other Leasing Documents (the "Confidential Information") strictly confidential,<br> provided that a Party may disclose Confidential Information in the following cases:
(a)	it is already known to the public or becomes available to the public other than through the act or omission of the disclosing Party;
---	---
(b)	it is required to be disclosed under the applicable laws of any Relevant Jurisdiction, Stock Market regulation, the US Securities and Exchange Commission's rules or by a governmental order, decree,<br> regulation or rule (provided that the disclosing Party shall give written notice of such required disclosure to the other Party prior to the disclosure);
---	---
(c)	in filings with a court or arbitral body in proceedings in which the Confidential Information is relevant and in discovery arising out of such proceedings;
---	---
(d)	to (or through) whom a Party assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Leasing Document (as permitted by the terms<br> thereof), provided that such person receiving Confidential Information shall undertake that it would not disclose Confidential Information to any other party save for circumstances arising which are similar to those described under<br> this Clause or such other circumstances as may be permitted by all Parties;
---	---
(e)	to any permitted Sub-charterer of the Vessel provided that such person receiving Confidential Information shall undertake that it would not disclose Confidential Information to any other party save<br> for circumstances arising which are similar to those described under this Clause or such other circumstances as may be permitted by all Parties;
---	---
(f)	to any of the following persons on a need to know basis:
---	---
58
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(i)	a shareholder or an Affiliate of either Party or a party referred to in either paragraph (d) or (e) (including the employees, officers and directors thereof);
(ii)	professional advisers retained by a disclosing party (including auditors);
---	---
(iii)	a regulatory authority; or
---	---
(iv)	persons advising on, providing or considering the provision of financing to the disclosing party or an Affiliate, provided that the disclosing party shall exercise due diligence to ensure that no such<br> person shall disclose Confidential Information to any other party save for circumstances arising which are similar to those described under this Clause or such other circumstances as may be permitted by all Parties;
---	---
(g)	with the prior written consent of all Parties; or
---	---
(h)	to any person which is a classification society or other entity which the Owners or the Owners' Financiers have engaged to make the calculations necessary to enable the Owners and/or the Owners'<br> Financiers to comply with their reporting obligations under the Poseidon Principles.
---	---

CLAUSE 59 – RIGHTS OF THIRD PARTIES

CLAUSE 60 – PARTIAL INVALIDITY

CLAUSE 61 – SETTLEMENT OR DISCHARGE CONDITIONAL

61.1	Any settlement or discharge under any Leasing Document between the Owners and any Relevant Person shall be conditional upon no security or payment to the Owners by any Relevant Person or any other<br> person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.
61.2	If the Owners consider that an amount paid or discharged by, or on behalf of, a Relevant Person or by any other person in purported payment or discharge of an obligation of that Relevant Person to the<br> Owners under the Leasing Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Relevant Person or otherwise, then that amount shall not be considered to have been unconditionally<br> and irrevocably paid or discharged for the purposes of the Leasing Documents.
---	---
59
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

CLAUSE 62 – IMMUNITY

CLAUSE 63 – COUNTERPARTIES

CLAUSE 64 – FATCA

64.1	Defined terms

For the purposes of Clause 56 (No Set-off or Tax Deduction) and this Clause 64 (FATCA), the following terms shall have the following meanings:

"Code" means the United States Internal Revenue Code of 1986, as amended.

"FATCA" means:

(a)	sections 1471 to 1474 of the Code or any associated regulations;
(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation<br> of any law or regulation referred to in paragraph (a) above; or
---	---
(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the IRS, the US government or any governmental or taxation authority in<br> any other jurisdiction.
---	---

"FATCA Deduction" means a deduction or withholding from a payment under this Charter or the Leasing Documents required by or under FATCA.

"FATCA Exempt Party" means a Relevant Party that is entitled under FATCA to receive payments free from any FATCA Deduction.

"FATCA Non-Exempt Party" means any Relevant Party who is not a FATCA Exempt Party.

"IRS" means the United States Internal Revenue Service or any successor taxing authority or agency of the United States government.

"Relevant Party" means any of the parties to this Charter and the Leasing Documents (other than the Initial Sub-charterer).

64.2	FATCA Information
(a)	Subject to paragraph (c) below, each Relevant Party shall, on the date of this Charter, and thereafter within ten Business Days of a reasonable request by another Relevant Party:
---	---
60
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(i)	confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and
(ii)	supply to the requesting party (with a copy to all other Relevant Parties) such other form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any<br> other documentation and other information relating to its status under FATCA (including its applicable "pass thru percentage" or other information required under FATCA or other official guidance including intergovernmental<br> agreements) as the requesting party reasonably requests for the purpose of the requesting party's compliance with FATCA.
---	---
(b)	If a Relevant Party confirms to any other Relevant Party that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 showing that it is a FATCA Exempt Party and it subsequently becomes aware<br> that it is not, or has ceased to be a FATCA Exempt Party, or that the said form provided has ceased to be correct or valid, that party shall so notify all other Relevant Parties or provide the relevant revised form, as applicable,<br> reasonably promptly.
---	---
(c)	Nothing in this Clause shall oblige any Relevant Party to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of that party, any<br> fiduciary duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that nothing in this paragraph shall excuse any<br> Relevant Party from providing a true, complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall<br> not be treated as confidential information of such party for purposes of this paragraph.
---	---
(d)	If a Relevant Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with the provisions of this Charter or the provided information is<br> insufficient under FATCA, then:
---	---
(i)	if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of this Charter and the Leasing Documents as if it is a FATCA<br> Non-Exempt Party; and
---	---
(ii)	if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of this Charter and the Leasing Documents (and payments made thereunder) as if its<br> applicable passthru percentage is 100%, until (in each case) such time as the party in question provides sufficient confirmation, forms, documentation or other information to establish the relevant facts.
---	---
64.3	FATCA Deduction and gross-up by Relevant Party
---	---
(a)	If the representation made by the Charterers under Clause 46.1(p) (Representations and Warranties) proves to be untrue or misleading such that the Charterers<br> are required to make a FATCA Deduction, the Charterers shall make the FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA.
---	---
61
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(b)	If the Charterers are required to make a FATCA Deduction then the Charterers shall increase the payment due from them to the Owners to an amount which (after making any FATCA Deduction) leaves an<br> amount equal to the payment which would have been due if no FATCA Deduction had been required.
(c)	The Charterers shall promptly upon becoming aware that they must make a FATCA Deduction (or that there is any change in the rate or basis of a FATCA Deduction) notify the Owners accordingly. Within<br> thirty (30) days of the Charterers making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Charterers shall deliver to the Owners evidence satisfactory to the Owners that the FATCA<br> Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental or taxation authority.
---	---
(d)	If the Owners are required to make a deduction or withholding from a payment under any Financial Instruments in respect of FATCA, and is required under such Financial Instrument to pay additional<br> amounts in respect of such deduction or withholding, the amount of the payment due from the Charterers under this Charter shall be increased to an amount which, after such deduction or withholding and payment of additional amounts,<br> leaves the Owners with an amount equal to the amount which it would have had remaining if it had not been required to pay additional amounts under such Financial Instruments.
---	---
64.4	FATCA Deduction by Owners
---	---

64.5	FATCA Mitigation

Notwithstanding any other provision to this Charter, if a FATCA Deduction is or will be required to be made by any party under Clause 64.3 (FATCA) in respect of a payment to the Owners as a result of the Owners not being a FATCA Exempt Party, the Owners shall have the right to transfer their interest in the Vessel (and this Charter) to any person nominated by the Owners and all costs in relation to such transfer shall be for the account of the Charterers.

CLAUSE 65 – ASSIGNMENT AND TRANSFER

65.1	The Charterers shall not assign this Charter except with the Owners' prior consent in writing.
65.2	The Owners may assign any of their rights or transfer by novation any of their rights and obligations under the Leasing Documents and/or sell and transfer title to of the Vessel to any third party with the prior written consent of the Charterers (such consent not to be unreasonably withheld) provided that such consent shall not be required if such assignment, transfer<br> and/or sale is made:
---	---
(a)	at such time following the occurrence of a Termination Event which is continuing; or
---	---
(b)	to an affiliate of the Owners and provided always that, notwithstanding such assignment, transfer or sale, this Charter will continue (or will be novated to the applicable new owner) on identical<br> terms (save for logical, consequential or mutually agreed amendments).
---	---
62
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

65.3	The Charterers shall remain liable to the aforesaid assignee, transferee or new owner of the Vessel (as the case may be) for its performance of all obligations under this Charter (where applicable, as<br> novated) after any such assignment or transfer or any change of the registered ownership of the Vessel from the Owners to such new owner. The Charterers shall procure that any Relevant Person (in the case of any Other Charterer<br> which is not directly owned by the Shareholder, on a best endeavour basis) which is a party to a Leasing Document:
(a)	becomes liable to such assignee, transferee or new owner of the Vessel for its performance of all obligations pursuant to such Leasing Document; and
---	---
(b)	enters into all necessary documents or takes any necessary actions or provide all necessary assistance required for such Leasing Document and any Security Interest created thereunder remaining in full<br> force and effect (or to be novated and/or executed) as from the completion of the relevant assignment, transfer or sale.
---	---
65.4	Without limiting the generality of Clause 65.2:
---	---
(a)	subject to Clause 36 (Quiet enjoyment), the Owners are entitled to enter into certain funding arrangements with their financier(s), including but not limited<br> to, an affiliate of the Owners or any other banks and financial institutions acceptable to the Owners in their sole discretion (the "Mortgagee") provided that such funding arrangement shall<br> not result in any adverse effect of the Charterers' rights and obligations under the Leasing Documents; and
---	---
(b)	the Owners may do any of the following as security for the funding arrangements referred to in paragraph (a) above, in each case, without the prior consent of the Charterers:
---	---
(i)	execute a ship mortgage over the Vessel or any other Financial Instrument in favour of a Mortgagee (or its agent, trustee or nominee);
---	---
(ii)	assign their rights and interests to, in or in connection with this Charter or any other Leasing Documents in favour of a Mortgagee (or its agent, trustee or nominee);
---	---
(iii)	assign their rights and interests to, in or in connection with the Insurances, the Earnings and the Requisition Compensation of the Vessel in favour of the Mortgagee (or its agent, trustee or<br> nominee); and
---	---
(iv)	enter into any other document or arrangement which is necessary to give effect to such financing arrangements, including but not limited to cancellation of any financing charter registration;
---	---
(c)	the Charterers undertake to comply, and provide such information and documents and all necessary assistance required to enable the Owners to comply, with all such instructions or directions in regard<br> to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in any Financial Instrument or as may be directed from to time during the currency of this Charter by the Mortgagee (or its agent, trustee<br> or nominee) in conformity with any Financial Instrument. The Charterers further agree and acknowledge all relevant terms, conditions and provisions of each Financial Instrument (if any) and agree to acknowledge this in writing in<br> any form that may be required by the Mortgagee (or its agent, trustee or nominee);
---	---
63
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(d)	during the Charter Period a change in the registered or beneficial ownership of the Vessel or the Owners (by sale of shares in the Owners or other transactions having the same effect) may be effected<br> without the Charterers' consent, provided always that:
(i)	in the event of change in the registered or beneficial ownership of the Vessel, notwithstanding such change, this Charter would continue on identical terms (save for logical, consequential or mutually<br> agreed amendments); and
---	---
(ii)	to the extent that any prior written consent from the Approved Sub-Charterer is expressly required under the terms of the relevant Assignable Sub-charter, before the Owners may transfer the registered<br> or beneficial ownership of the Vessel, the Charterers shall procure the delivery to the Owners of evidence that such Approved Sub-Charterer has granted such prior written consent.
---	---

The Charterers shall, and shall procure each Guarantor^^ shall (where applicable) remain jointly and severally liable to the aforesaid new owner of the Vessel for its performance of all obligations pursuant to this Charter after change of the registered and/or beneficial ownership of the Vessel or the Owners from the Owners to such new owner and agree and undertake to enter into any such usual documents as the Owners shall reasonably require to complete or perfect the transfer of the Vessel (with the benefit and burden of this Charter) pursuant to this Clause; and

(e)	All expenses arising out of assignment or transfer of this Charter as per Clause 65 (Assignment and Transfer) shall be for the Owner's account subject to no<br> Termination Event or Potential Termination Event having occurred or being continuing at the relevant time.

CLAUSE 66 – GENERAL APPLICATION OF PROCEEDS

Any Net Trading Proceeds, Net Sales Proceeds, Total Loss Proceeds, any proceeds realised by the Owners in connection with the enforcement of the Security Documents (unless otherwise specified in the Security Documents) and any proceeds received by the Owners from any Other Owner (as trustee of the Owners and the Other Owners) shall be applied in the following order of application against amounts payable under the Leasing Documents:

(a)	firstly, in or towards any amounts outstanding under the Leasing Documents other than the Termination Sum (including but not limited to any costs and expenses incurred in the enforcement of the<br> Security Documents, to the extent these are not covered under the Termination Sum);
(b)	secondly, in or towards satisfaction of the Charterers' obligation to pay the Termination Sum (or such portion of it that then remains unpaid) in any order of application in the amounts comprising the<br> Termination Sum as the Owners may determine; and
---	---
(c)	thirdly, any amounts remaining after the application of 65.1 (a) and 65.1 (b) above, shall be paid to the Charterers, but always subject to the terms of the General Assignment.
---	---

CLAUSE 67 – GOVERNING LAW AND ENFORCEMENT

(a)	This Charter and any non-contractual obligations arising under or in connection with it, shall be governed by and construed in accordance with English law.
64
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(b)	Any dispute arising out of or in connection with this Charter (including a dispute regarding the existence, validity or termination of this Charter or any non-contractual obligation arising out of or<br> in connection with this Charter) (a "Dispute") shall be referred to and finally resolved by arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or<br> re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause 67 (Governing Law and Enforcement). The arbitration shall be conducted in accordance with the<br> London Maritime Arbitrators Association ("LMAA") Terms current at the time when the arbitration proceedings are commenced.
(c)	The reference shall be to three arbitrators. A party wishing to refer a Dispute to arbitration shall appoint its arbitrator (who shall be either a full member of the LMAA, or a practising barrister of<br> King's Counsel who is also a member of the Commercial Bar Association, or a retired High Court Judge practising as an arbitrator, in each case who carries on business in London) and send notice of such appointment in writing to the<br> 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<br> 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<br> 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<br> shall be binding on both parties as if he or she 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. If the two<br> arbitrators so appointed are unable to agree on the appointment of the third arbitrator, they or either of them may by written notice request the President of the LMAA to appoint the third arbitrator within fourteen (14) days of<br> such request.
---	---
(d)	Where the reference is to three arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.
---	---
(e)	The language of the arbitration shall be English.
---	---
(f)	In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small<br> Claims Procedure current at the time when the arbitration proceedings are commenced.
---	---

CLAUSE 68 – ENTIRE AGREEMENT

(a)	This Charter, in conjunction with the other Leasing Documents, constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between<br> them, whether in writing or oral, in respect of its subject matter.
(b)	Each Party acknowledges that it has not entered into this Charter or any other Leasing Document in reliance on, and shall have no remedies in respect of, any representation or warranty that is not<br> expressly set out in this Charter or in any other Leasing Document.
---	---

CLAUSE 69 – DEFINITIONS

69.1	In this Charter, unless as expressly defined otherwise, the following capitalized terms shall have the meanings ascribed to them below:
65
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

"Acceptance Certificate" means a certificate substantially in the form set out in Schedule 1 (Acceptance Certificate) to be signed by the Charterers at Delivery.

"Account Security" means the document creating security over the Operating Account made or to be made between the Charterers and the Owners.

"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.

"Annex VI" means Annex VI of the Protocol of 1997 to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.

"Approved Additional Guarantor" means Top Ships Inc., a corporation incorporated under the laws of Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands MH96960

"Approved Main Guarantor" means Rubico Inc., a corporation incorporated under the laws of Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands MH96960

"Approved Manager" means the Commercial Manager or the Technical Manager.

66
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

"Approved Valuer" means Simpson Spence & Young, Clarksons Platou, MB Shipbrokers, Arrow Shipbrokers, Howe Robinson, Braemar, Fearnleys or any other independent and reputable shipbroker nominated by the Charterers and approved by the Owners from time to time.

"Assignable Sub-charter" means the Initial Sub-charter, any Approved Subsequent Sub-charter or any charter or any other form of employment contract relating to the Vessel, whether or not already in existence on a time charter basis with a duration exceeding or capable of exceeding twelve (12) months (inclusive of options to renew).

"Approved Sub-charterer" means BP, SHELL, Cargill, Clearlake Shipping, Weco, Phillips 66, TRAFIGURA, EXXON MOBILE, TOTAL, CNPC, Sinopec, CNOOC or any other world class charterer approved by the Owners in writing.

"Approved Subsequent Sub-charter" means any time charter entered or to be entered into between the Charterers as disponent owners and an Approved Sub-charterer as sub-charterers in respect of the Vessel, as amended, supplemented and/or extended from time to time in accordance with the terms thereunder, which satisfies the following:

(a)	a firm period (without any optional extension) of no less than twelve months;
(b)	a fixed daily rate of hire (free from any profit sharing or any other contingent adjustment) of no less than US$17,000; and
---	---
(c)	the charter period shall commence with immediate effect upon the cancellation, expiration or termination of the preceding Sub-charter.
---	---

"Average SOFR" means the compounded average ninety day rolling secured overnight financing rate published on the SOFR Administrator's Website under the column labelled '90-Day Average SOFR'.

"Builder" has the meaning ascribed to such term in the MOA.

67
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(a)	in respect of a day on which a payment is required to be made or other dealing is due to take place under a Leasing Document in Dollars, also a day on which commercial banks are open in New York City;<br> and
(b)	in relation to the fixing of an interest rate in relation to the Outstanding Capital Balance, also a day which is a US Government Securities Business Day.
---	---

"Cancelling Date" shall have the same meaning as defined under the MOA.

"Commencement Date" means the date on which Delivery takes place.

"Conditional Payment Instructions" has the meaning given to such term under the MOA.

"Charter Period" means the period described in Clause 32.1 (Charter Period) unless it is terminated earlier in accordance with the provisions of this Charter.

"Charterers Disposal" means any sale or disposal of the entire shareholding interests in the Charterers by the Approved Main Guarantor (acting in its capacity as shareholder of the Charterers).

"Charterers Disposal Conditions" means, in relation to the Charterers Disposal:

(a)	no Termination Event has occurred when the Charterers Disposal commences and upon and immediately following completion of the Charterers Disposal;
(b)	written confirmation from the Owners that certain internal notification requirements relating to the Charterers Disposal are completed;
---	---
(c)	following the completion of the Charterers Disposal, each Guarantor continues to be controlled by companies affiliated with the family of Mr. Evangelos Pistiolis;
---	---
(d)	on implementation of the Charterers Disposal, the new Shareholder will hold the entire shareholding interest in the Charterers and has (or the Owners are satisfied that the new Shareholder will, by<br> the completion of the Charterers Disposal, has) (A) entered into the Shares Security and (B) provided all necessary constitutional documents and corporate authorisation required by the Owners in relation to it and the Shares<br> Security; and
---	---
(e)	the new Shareholder has (or the Owners are satisfied that the new Shareholder will, by the completion of the Charterers Disposal, has) (A) entered into a Guarantee and (B) provided all necessary<br> corporate authorisation required by the Owners in relation to such Guarantee;
---	---
68
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(f)	favourable legal opinions have been issued (or the Owners are satisfied that they will, by completion of the Charterers Disposal, be issued) by lawyers appointed by the Owners (at the cost of the<br> Charterers) relating to the new Shareholder, the Shares Security and its Guarantee, in the form and substance acceptable to the Owners;
(g)	each Relevant Person has (or the Owners are satisfied that each such Relevant Person will, by the completion of the Charterers Disposal, have) provided in favour of the Owners documents and<br> confirmations in form and substance acceptable to the Owners giving effect to the Charterers Disposal Amendments and confirming that any Security Interest created by that Relevant Person pursuant to the Leasing Documents to which it<br> is a party shall remain in full force and effect notwithstanding the Charterers Disposal and the operation of Clause 47.1 (ee)(iv) (including the Charterers Disposal Amendments) and enforceable in accordance with their terms;
---	---
(h)	any documented costs or expenses incurred by the Owners in relation to the Charterers Disposal have been fully settled by the Charterers (or the Owners are satisfied that they will, by the completion<br> of the Charterers Disposal, be settled) by the Charterers;
---	---
(i)	such evidence relating to the Charterers Disposal as the Owners (or the Owners' Financier) may require to be able to satisfy their "know your customer" or similar identification procedures in relation<br> to the transactions contemplated by the Charterers Disposal has been provided to the Owners; and
---	---
(j)	such other documents as the Owner may reasonably require.
---	---

"Delivery" means:

(a)	the Owners (in their capacity as buyers under the MOA) obtain title to the Vessel from the Sellers in accordance with the terms of the MOA; and
(b)	the Charterers accept delivery of the Vessel from the Owners in accordance with the terms of this Charter.
---	---

"Delivery Instalment" has the meaning given to such term under the MOA.

"Delivery Instalment Payment Date" has the meaning given to such term under the MOA.

"Dollars" and "$" and "US$" mean the lawful currency for the time being of the United States of America.

"Document of Compliance" shall have the same meaning as ascribed under the ISM Code.

69
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(a)	except to the extent that they fall within paragraph (b),
(i)	all freight, hire and passage moneys;
---	---
(ii)	any compensation payable in the event of requisition of the Vessel for hire;
---	---
(iii)	any remuneration for salvage and towage services;
---	---
(iv)	any demurrage and detention moneys;
---	---
(v)	damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Vessel; and
---	---
(vi)	all moneys which are at any time payable under any Insurances in respect of loss of hire (if any); and
---	---
(b)	if and whenever the Vessel is employed on terms whereby any moneys falling within paragraphs (a)(i) to (vi) are pooled or shared with any other person, that proportion of the net receipts of the<br> relevant pooling or sharing arrangement which is attributable to the Vessel.
---	---

"Emission Data" means the Vessel's compliance with Emission Scheme, EU MRV and FEMREG.

"Emission Scheme Authority" means in relation to an Emission Scheme, the relevant authority administering or otherwise implementing such Emissions Scheme.

"Emission Scheme Participant" means in relation to an Emission Scheme, any person which is responsible for complying with the requirements of such Emissions Scheme.

"Environmental Claim" means:

(a)	any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any<br> Environmental Law; or
70
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(b)	any claim by any other person which relates to an Environmental Incident, and "claim" means a claim for damages, compensation, fines, penalties or any other<br> payment; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

"Environmental Incident" means:

(a)	any release, emission, spill or discharge of Environmentally Sensitive Material whether within the Vessel or from the Vessel into any other vessel or into or upon the air, water, land or soils<br> (including the seabed) or surface water; or
(b)	any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel<br> other than the Vessel and which involves a collision between the Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Vessel is actually or potentially liable<br> to be arrested, attached, detained or injuncted and/or the Vessel and/or any Relevant Person and/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action;<br> or
---	---
(c)	any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise<br> than from the Vessel and in connection with which the Vessel is actually or potentially liable to be arrested and/or where any Relevant Person and/or any operator or manager of the Vessel is at fault or allegedly at fault or<br> otherwise liable to any legal or administrative action.
---	---

"ETS and Fuel EU Maritime Agreement" shall have the meaning as defined under Clause 47.1(jj).

"ETS and Fuel EU Maritime Letter" shall have the meaning as defined under Clause 47.1(jj).

71
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

"Financing Amount" means the Purchase Price.

"Financial Indebtedness" means, in relation to a person (the "debtor"), a liability of the debtor:

(a)	for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;
(b)	under any loan stock, bond, note or other security issued by the debtor;
---	---
(c)	under any acceptance credit, guarantee or letter of credit facility made available to the debtor;
---	---
(d)	under a financial lease, a deferred purchase consideration arrangement (other than deferred payments for assets or services obtained on normal commercial terms in the ordinary course of business) or<br> any other agreement having the commercial effect of a borrowing or raising of money by the debtor;
---	---
(e)	under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is<br> entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or
---	---
(f)	under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor<br> referred to the other person.
---	---

"Financial Instruments" means the applicable loan or facility agreement entered into between the Owners (or their affiliate) and the Owners' Financiers and any mortgage, deed of covenants, assignment in respect of this Charter, assignment in respect of a Guarantee, assignment in respect of Earnings, Insurances and Requisition Compensation, manager's undertaking and subordination (including assignment of manager's interests in the Insurances) or any other financial security instruments (excluding interest rate swaps and similar interest rate hedging instruments) granted by the Owners to the Owners' Financiers as security for the financing or refinancing of the Owners' acquisition of the Vessel.

"First Instalment" has the meaning given to such term under the MOA.

"First Instalment Payment Date" has the meaning given to such term under the MOA.

"Flag State" means the flag state named in Box 5 of this Charter or any other state or jurisdiction approved in writing by the Owners (whose approval shall not be unreasonably withheld).

72
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

"Fleet Vessel" means any ship or vessel (including but not limited to the Vessel and Other Vessels) from time to time wholly owned, leased under a capital lease, operating lease with a purchase option at the end of the relevant charter period, vessels owned under a joint venture agreement where the relevant member of the Group owns no less than 50 per cent. of the issued shares of the jointly owned entity or controlled by a Guarantor (directly or indirectly) excluding, for the avoidance of doubt, any newbuilding vessels not delivered to the relevant member of the Group at the relevant time and any yachts in operation.

"Fourth Instalment" has the meaning given to such term under the MOA.

"Fourth Instalment Payment Date" has the meaning given to such term under the MOA.

"Fuel EU Maritime" means Fuel EU Maritime Regulation 2023/1805 dated 13 September 2023 on the use of renewable and low-carbon fuels in maritime transport, and amending Directive 2009/16/EC.

"Funding Rate" means any individual rate certified and notified by the Owners to the Charterers pursuant to Clause 38.3(c)(ii).

"Group" means collectively, each Guarantor and their respective Subsidiaries from time to time.

"Guarantee" means:

(a)	the guarantee to be executed by the Approved Main Guarantor in favour of the Owners securing, amongst others, the Charterers' obligations in connection with the Leasing Documents; or
(b)	the guarantee to be executed by the Approved Additional Guarantor in favour of the Owners securing, amongst others, the Charterers' obligations in connection with the Leasing Documents.
---	---

"Guarantor" means:

(a)	the Approved Main Guarantor; or
(b)	the Approved Additional Guarantor,
---	---

in each case, only if and to the extent that it (acting in its capacity as guarantor) has provided a Guarantee.

"Head Sellers" has the meaning ascribed to such term in the MOA.

"Head Sellers' Bank" has the meaning ascribed to such term in the MOA.

73
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

"Holding Company" means, in relation to a person, any other person in relation to which it is a Subsidiary.

"IAPPC" means a valid international air pollution prevention certificate for the Vessel issued pursuant to the MARPOL Protocol.

"Index" means the Baltic Tanker Indices applicable to the Vessel.

"Initial Market Value" means a valuation prepared:

(a)	in Dollars;
(b)	on a date no earlier than thirty (30) days prior to the Commencement Date;
---	---
(c)	with or without physical inspection of the Vessel; and
---	---
(d)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of<br> employment,
---	---

and such valuation shall be prepared by an Approved Valuer nominated by the Owners.

"Initial Sub-charter" means a time charter entered or to be entered into between the Charterers as disponent owner and any Approved Sub-Charterer as time charterer in relation to the Vessel, as amended, supplemented and/or extended from time to time in accordance with the terms thereunder, which satisfies the following:

(a)	a firm charter period (without any optional extension) of no less than 7 years plus four (4) optional extension period(s) of one year;
(b)	a fixed daily rate of hire (free from any profit sharing or any other contingent adjustment) of no less than US$18,700;
---	---
(c)	the charter period shall commence no later than the date falling five (5) days after the Commencement Date; and
---	---
(d)	such other terms and conditions the Owners may require.
---	---

For the avoidance of doubt, any extension of the charter period of the Initial Sub-charter (whether the initial period or the subsequently extended period) made in accordance with its terms shall be deemed to constitute and form part of the Initial Sub-charter.

"Initial Sub-charterer" means the

            sub-charterer under the Initial Sub-charter.

"Instalment" has the meaning given to such term in the MOA.

"Instalment Balance" means the aggregate of:

(a)	the Pre-delivery Instalments Balance; and
(b)	the Delivery Instalment if the same has been pre-positioned or paid by the Owners pursuant to the MOA.
---	---
74
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

"Instalment Payment Date" means each of the First Instalment Payment Date, the Second Instalment Payment Date, the Third Instalment Payment Date, the Fourth Instalment Payment Date and the Delivery Instalment Payment Date.

"Insurances" means:

(a)	all policies and contracts of insurance, including entries of the Vessel in any protection and indemnity or war risks association, which are effected in respect of the Vessel or otherwise in relation<br> to it whether before, on or after the date of this Charter; and
(b)	all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or not the relevant policy,<br> contract of insurance or entry has expired on or before the date of this Charter.
---	---

"Interest Rate" means, in relation to each Term and subject to Clause 38.3, the percentage rate of interest per annum equal to the aggregate of (i) the applicable Reference Rate for the relevant Term and (ii) the Margin.

"ISSC" means a valid international ship security certificate for the Vessel issued pursuant to the ISPS Code.

"Legal Reservations" means:

(a)	the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally<br> affecting the rights of creditors;
(b)	the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of<br> set-off or counterclaim; and
---	---
(c)	similar principles, rights and defences under the laws of any Relevant Jurisdiction; and
---	---
(d)	any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered to the Owners pursuant to Clause 35.2.
---	---

"Leasing Documents" means this Charter, the MOA and the Security Documents.

75
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

"Letter of Demand" has the meaning given to it under clause 3.18 in the Pre-delivery Assignment.

"Major Casualty" means any casualty to the Vessel in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds US$1,900,000 or the equivalent in any other currency.

"Management Agreement" means:

(a)	the technical and commercial management agreement made or to be made between the Approved Manager and the Charterers; or
(b)	such other management agreement subsequently entered into in respect of the Vessel,
---	---

in each case, as may be approved by the Owners (such approval not to be unreasonably withheld).

"Mandatory Sale" has the meaning given to that term in Clause 51.4.

"Mandatory Sale Date" has the meaning given to that term in Clause 51.4.

"Mandatory Sale Price" means, in respect of the Mandatory Sale Date, the aggregate of:

(a)	if the Mandatory Sale Date falls prior to the Commencement Date,
(i)	the Instalment Balance prevailing as at the Mandatory Sale Date ;
---	---
(ii)	any Pre-delivery Interest accrued but unpaid as at the date of the payment of the Mandatory Sale Price;
---	---
(iii)	(in case of Clause 38.3) one per cent. (1.00%) of the Instalment Balance prevailing as at the Mandatory Sale Date;
---	---
(iv)	any Breakfunding Costs;
---	---
(v)	any documented legal or other costs reasonably incurred by the Owners in connection with the exercise of the Mandatory Sale;
---	---
(vi)	aside from the amounts described under paragraphs (i) to (v) (b)(v) above, any other moneys due and owing under the Leasing Documents at the relevant Mandatory Sale Date including any default interest<br> on amounts under (i) to (vi) above; and
---	---
(b)	if the Mandatory Sale Date fall on or after the Commencement Date,
---	---
(i)	the Outstanding Capital Balance prevailing as at the Mandatory Sale Date;
---	---
76
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(ii)	any Variable Charterhire accrued but unpaid as at the date of payment of the Mandatory Sale Price;
(iii)	(in case of Clause 38.3) if the Mandatory Sale Date occurs on or before the date falling thirty six (36) months from the Commencement Date, one per cent. (1.00%) of the Outstanding Capital Balance as<br> at the relevant date;
---	---
(iv)	any Breakfunding Costs;
---	---
(v)	any documented legal or other costs reasonably incurred by the Owners in connection with the exercise of the Mandatory Sale; and
---	---
(vi)	aside from the amounts described under paragraphs (i) to (v) above, any other moneys due and owing under the Leasing Documents at the relevant Mandatory Sale Date including any default interest on<br> amounts under (i) to (vi) above.
---	---

"Margin" means one point eight per cent. (1.8%) per annum.

"Market Disruption Rate" means the Reference Rate.

"Market Value" means:

(a)	prior to the occurrence of a Termination Event which is continuing, a valuation prepared:
(i)	in Dollars;
---	---
(ii)	on a date no earlier than fifteen (15) days prior to the relevant date of valuation;
---	---
(iii)	with or without physical inspection of that Vessel; and
---	---
(iv)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of<br> employment, and such valuation shall be prepared by an Approved Valuer nominated by the Charterers; and
---	---
(b)	upon the occurrence of a Termination Event which is continuing:
---	---
(i)	subject to sub-paragraph (ii) below, the arithmetic mean of the valuations shown by two (2) valuation reports prepared:
---	---
(A)	in Dollars;
---	---
(B)	on a date no earlier than fifteen (15) days prior to the relevant date of valuation;
---	---
(C)	with or without physical inspection of that Vessel; and
---	---
77
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(D)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of<br> employment, and such reports shall be prepared by Approved Valuers nominated by the Owners; and
(ii)	if there is a discrepancy of five per cent. (5%) or more between the market valuations shown on the two valuation reports obtained pursuant to the above paragraph (using the higher valuation figure as<br> the denominator), the arithmetic mean of the valuations shown by three (3) valuation reports each prepared on the same terms and conditions as set out under paragraph (a) above.
---	---

"MARPOL Carbon Intensity Regulations" means the regulations contained in Chapters 1, 2 and 4 of Revised MARPOL Annex VI which relate to "Regulations on the Carbon Intensity of International Shipping" and Resolution MEPC.328(76) implementing the CII and any associated guidelines and/or subsequent amendments, including the Ship Energy Efficiency Management Plan (SEEMP).

"Material Adverse Effect" means, in the opinion of the Owners, a material adverse effect on:

(a)	the business, operations, property, condition (financial or otherwise) or prospects of any Relevant Person or the Group as a whole;
(b)	the ability of any Relevant Person to perform its obligations under any Leasing Document to which it is a party; or
---	---
(c)	the validity or enforceability of, or the effectiveness or ranking of any Security Interests granted pursuant to any of the Leasing Documents or the rights or remedies of the Owners under any of the<br> Leasing Documents.
---	---

"MOA" means the memorandum of agreement dated on or about the date of this Charter and made between the Owners (in their capacity as buyers) and the Sellers, pursuant to which the Charterers agree to sell and the Owners agree to purchase the Vessel upon the terms and conditions set out therein.

"MOA PODA" has the meaning given to such term in the MOA.

"Net Sales Proceeds" has the meaning given to it under Clause 42.9.

"Net Trading Proceeds" has the meaning given to it under Clause 42.9.

"Obligatory Insurances" means any insurances of the Vessel required to be effected by or on behalf of the Charterers pursuant to Clause 40 (Insurance).

"Operating Account" means an account in the name of the Charterers with an Account Bank.

78
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

"Original Financial Statements" means:

(a)	with respect to the Charterers, the annual financial statement accounts of the Charterers for that financial year as referred to in the Shareholder's^^ audited consolidated annual financial statement accounts of the Shareholder^^; and
(b)	with respect to a Guarantor, its audited financial statements for the financial year ended 31 December 2024 (and if such statements are not in English, they shall be accompanied by a certified English<br> translation).
---	---

"Original Jurisdiction" means, in relation to any Relevant Person, the jurisdiction under whose laws such Relevant Person incorporated or resided as at the date of this Charter.

"Other Charter" means, other than the Charter, each, or as the context may require, any of the charters listed in the fourth column (The Charters) of Schedule 3 (The Vessels, The Parties and The Charters), and "Other Charters" means all such charters.

"Other Charterer" means, other than the Charterers, each, or as the context may require, any of the charterers listed in the third column (The Charterers) of Schedule 3 (The Vessels, The Parties and The Charters), and "Other Charterers" means all such charterers.

"Other Owner" means, other than the Owners, each, or as the context may require, any of the owners listed in the second column (The Owners) of Schedule 3 (The Vessels, The Parties and The Charters), and "Other Owners" means all such owners.

"Outstanding Capital Balance" means, on any relevant date:

(a)	the Financing Amount;
(b)	minus:
---	---
(i)	the aggregate Fixed Charterhire which has been paid by the Charterers and received by the Owners as at such date; and
---	---
(ii)	any other payments made by the Charterers (or their nominee), or reductions by the Owners of the Purchase Obligation Price and any Fixed Charterhire under this Charter from time to time in accordance<br> with Clause 47.1(i) or Clause 47.1(y)(ii)(A).
---	---

"Owners' Financiers" means any financier providing financing or refinancing facilities to the Owners or any affiliate of the Owners in respect of the Owners' purchase and/or lease of the Vessel to the Charterers under the terms of the Leasing Documents.

"Owners' Surveyor" means the surveyor appointed by the Owners in accordance with Clause 7.

"Party" means a party to this Charter, namely the Owners or the Charterers.

79
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

"Payment Date" has the meaning given to such term under Clause 37.2.

"Payment Notice" has the meaning given to such term under the MOA.

"Perfection Requirements" means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Leasing Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Relevant Person or any relevant third party) and/or perfection of that Leasing Document.

"Permitted Security Interest" means:

(a)	any Security Interest created by a Security Document or a Financial Instrument;
(b)	any lien for unpaid master's and crew's wages in accordance with the ordinary course of operation of the Vessel or in accordance with usual reputable maritime practice;
---	---
(c)	any lien for salvage;
---	---
(d)	any lien for master's disbursements incurred in the ordinary course of trading;
---	---
(e)	any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Vessel provided such liens do not secure amounts more than thirty (30)<br> days overdue;
---	---
(f)	any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the Owners are<br> prosecuting or defending such action in good faith by appropriate steps; and
---	---
(g)	Security Interests arising by operation of law in respect of taxes which are not overdue or for payment of taxes which are overdue for payment but which are being contested by the Owners or the<br> Charterers in good faith by appropriate steps and in respect of which adequate reserves have been made, provided that the foregoing have not arisen due to the default or omission of any Relevant Person.
---	---

80
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

"Pre-delivery Assignment" means the assignment executed or to be executed by the Owners and the Sellers in respect of the Vessel, pursuant to which the Sellers shall, inter alia, assign their rights under the Shipbuilding Contract and the Refund Guarantee in favour of the Owners.

"Pre-delivery Instalments Balance" means, as at any relevant date, the aggregate amount of the Pre-delivery Instalments paid by the Owners under the terms of the MOA prior to the Commencement Date.

"Pre-delivery Period" means the period commencing from the date of this Charter up to but excluding the Commencement Date.

"Pre-delivery Instalment" has the meaning given to such term in the MOA.

"Pre-delivery Interest" has the meaning given to such term in Clause 34.

"Published Rate" means Average SOFR or SOFR.

"Published Rate Replacement Event" means, in relation to any Published Rate:

(a)	the methodology, formula or other means of determining that Published Rate has, in the opinion of the Parties, materially changed;

(b)

(i)

(A) the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent;

(B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent, provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

81
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(ii)	the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to<br> provide that Published Rate;
(iii)	the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or
---	---
(iv)	the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or
---	---
(c)	the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in<br> accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:
---	---
(i)	the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Parties) temporary;
---	---
(ii)	that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than a reasonable period determined by the Parties; or
---	---
(d)	in the opinion of the Parties, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Charter.
---	---

"Purchase Obligation" means the purchase obligation referred to in Clause 53 (Purchase Obligation).

"Purchase Obligation Price" means an amount equal to US$18,200,000.

"Purchase Price" has the meaning given to it in the MOA.

"Quotation Day" means, in relation to any Term, two (2) US Government Securities Business Days before the first day of that Term unless market practice differs in the relevant syndicated loan market in which case the Quotation Day will be determined by the Owners in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

"Reference Rate" means, in relation to a Term:

(a)	the applicable Average SOFR as of the relevant Quotation Day; or
(b)	as otherwise determined pursuant to Clause 37.3A, and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero.
---	---
82
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

"Refund Guarantee" means the letter of guarantee issued or to be issued by the Refund Guarantor in favour of the Sellers, as amended and/or supplemented from time to time.

"Relevant Jurisdiction" means, in relation to each Relevant Person:

(a)	its Original Jurisdiction;
(b)	any jurisdiction where any property owned by it and charged under a Leasing Document is situated;
---	---
(c)	any jurisdiction where it conducts its business; and
---	---
(d)	any jurisdiction whose laws govern the perfection of any of the Leasing Documents entered into by it creating a Security Interest.
---	---

"Relevant Person" means each of the following:

(a)	the Charterers;
(b)	the Sellers;
---	---
(c)	the Other Charterers;
---	---
(d)	the Shareholder;
---	---
(e)	a Guarantor;
---	---
(f)	any Approved Manager which is an entity within the Group;
---	---
(g)	any Sub-charterer which is an entity within the Group; and
---	---
(h)	any other party providing security to the Owners in respect of the Charterers' obligations under this Charter pursuant to a Security Document (except any Approved Manager or Sub-charterer which are<br> not entities within the Group).
---	---

"Repayment Schedule" means the repayment schedule set out in Schedule 4 (Repayment Schedule), as the same may be replaced or substituted in accordance with Clause 37.3.

"Replacement Reference Rate" means a reference rate which is:

83
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(a)	formally designated, nominated or recommended as the replacement for a Published Rate by:
(i)	the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate); or
---	---
(ii)	any Relevant Nominating Body, and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement<br><br> Reference Rate" will be the replacement under paragraph (ii) above;
---	---
(b)	in the opinion of the Owners, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or
---	---
(c)	in the opinion of the Owners, an appropriate successor or alternative to a Published Rate.
---	---

"Reporting Time" means, in relation to any Term, the close of business in Beijing on the date falling one (1) Business Day after the Quotation Day for the relevant Term.

"Requisition Compensation" includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) of the definition of "Total Loss".

"Russian Oil Products" means oil and oil products falling within commodity codes 2709 or 2710 which originate in or are consigned from Russia.

"Safety Management Certificate" shall have the same meaning as ascribed under the ISM Code.

(a)	imposed by law or regulation of a Sanctions Authority, to the extent applicable to this transaction; or
(b)	otherwise imposed by any applicable law or regulation by which any Relevant Person is bound or to which it is subject.
---	---

"Sanctions Authority" means:

(a)	the United Nations or its Security Council;
84
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(b)	the United States;
(c)	the European Union or the Council of the European Union;
---	---
(d)	the United Kingdom;
---	---
(e)	the People's Republic of China (including for the avoidance of doubt, Hong Kong), provided that this paragraph (e) shall not apply to the Initial Sub-charterer when the Vessel is chartered under the<br> Initial Sub-charter or the operation or use of the Vessel by the Initial Sub-charterer (but not any further sub-lessee of the Vessel) when the Vessel is operated by the Initial Sub-charterer (but not any further sub-lessee of the<br> Vessel), in each case unless otherwise specified in Clause 51.3; and
---	---
(f)	the governments and official institutions or agencies of any of paragraphs (a) to (e) above, including the U.S. Department of the Treasury's Office of Foreign Assets Control, the United States<br> Department of State, the U.S. Department of Commerce and the Hong Kong Monetary Authority and His Majesty's Treasury.
---	---

"SBC PODA" has meaning given to such term in the MOA.

"Scheduled Delivery Date" has meaning given to such term in the MOA.

"Second Instalment" has the meaning given to such term under the MOA.

"Second Instalment Payment Date" has the meaning given to such term under the MOA.

"Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) which a Relevant Person (other than the Other Charterers) has, at the date of this Charter or at any later time or times, to the Owners under or in connection with the Leasing Documents or any judgment relating to the Leasing Documents and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country.

"Security Documents" means collectively:

(a)	a Guarantee;
(b)	the Account Security;
---	---
(c)	the Shares Security;
---	---
85
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(d)	the Pre-delivery Assignment;
(e)	the General Assignment;
---	---
(f)	the Manager's Undertakings; and
---	---
(g)	any other document whether or not it creates a Security Interest which is executed as security for the obligations of the Charterers under or in connection with this Charter.
---	---

"Security Interest" means:

(a)	a mortgage, charge (whether fixed or floating) or pledge, lien, assignment, hypothecation or any other security interest of any kind or any other agreement or arrangement having the effect of<br> conferring a security interest;
(b)	the security rights of a plaintiff under an action in rem; or
---	---
(c)	any other right which confers on a creditor or potential creditor a right or privilege to receive the amount actually or contingently due to it ahead of the general unsecured creditors of the debtor<br> concerned; however this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution.
---	---

"Sellers" means the Charterers, acting in its capacity as seller of the Vessel under the MOA.

"Sellers' Account" has the meaning given to such term under the MOA.

"Shareholder" means:

(a)	prior to the Charterers Disposal, the Approved Main Guarantor; or
(b)	following the Charterers Disposal, the Approved Additional Guarantor,
---	---

in each case, acting in its capacity as sole shareholder of the Charterers.

"Shares Security" means a share charge to be executed by the Shareholder ^^creating a Security Interest over all its shares in the Charterers in favour of the Owners.

"Shipbuilding Contract" means the shipbuilding contract dated 3 February 2026 in respect of the Vessel entered into between the Sellers as buyer and the Head Sellers as seller and as may be further amended or supplemented from time to time.

"Shipbuilding Contract Price" has the meaning given to such term in the MOA.

"SOFR" means the secured overnight financing rate (SOFR) administered by the SOFR Administrator published (before any correction, recalculation or republication by the administrator) by the SOFR Administrator.

"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of SOFR).

86
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

"SOFR Administrator's Website" means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for SOFR identified as such by the SOFR Administrator from time to time.

"Special Termination Amount" means, in respect of the Special Termination Date, the aggregate of:

(a)	the Outstanding Capital Balance prevailing as at the Special Termination Date;
(b)	any Variable Charterhire accrued but unpaid as at the date of payment of the Special Termination Amount;
---	---
(c)	any Breakfunding Costs;
---	---
(d)	any documented legal or other costs reasonably incurred by the Owners in connection with Clause 51A (USTR Termination Event); and
---	---
(e)	aside from the amounts described under paragraphs (a) to (d) above, any other moneys due and owing under the Leasing Documents at the relevant Special Termination Date including any default interest<br> on amounts under (a) to (e) above.
---	---

"Special Termination Date" has the meaning given to that term in Clause 51A (USTR Termination Event).

"Special Termination Notice" has the meaning given to that term in Clause 51A (USTR Termination Event).

"Statement of Compliance" means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

"Subsidiary" means a subsidiary within the meaning of section 1159 of the UK Companies Act 2006.

"Sub-charterer" means the sub-charterer under a Sub-charter.

"Term" means:

(a)	in relation to the Pre-delivery Interest accruing on each Pre-delivery Instalment, each consecutive period of three (3) months, provided that:
(i)	the first Term of the First Instalment shall commence on the date of payment of the First Instalment by the Owners (as buyers) under the MOA and end on the date falling three months after the date<br> of payment of the First Instalment;
---	---
87
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(ii)	the first Term of each subsequent Pre-delivery Instalment shall commence on the date of payment of such Pre-delivery Instalment by the Owners (as buyers) under the MOA and end on the last day of the<br> then current Term applicable to the First Instalment in which that payment date falls;
(iii)	each subsequent Term of any Pre-delivery Instalment shall commence on the last day of the preceding Term of such Pre-delivery Instalment; and
---	---
(iv)	any Term which would otherwise extend beyond the earliest of (A) the Commencement Date, (B) the date on which the relevant Pre-delivery Instalment is fully refunded to and received by the Owners (as<br> buyers under the MOA) from the Head Sellers and/or Refund Guarantor; and (C) the date on which the Sellers repay such Pre-delivery Instalment in full to the Owners (as buyers under the MOA) according to the terms of the MOA shall<br> instead end on (and excluding) such date;
---	---
(b)	in relation to the Pre-delivery Interest accruing on the Delivery Instalment, the period shall commence on the Delivery Instalment Payment Date and end on:
---	---
(i)	in the event that the Vessel is delivered to the Owners (as buyers under the MOA) on the Scheduled Delivery Date (or such other date as agreed between the Parties) pursuant to the terms of the MOA,<br> the Commencement Date; and
---	---
(ii)	in all other cases, the date that the Delivery Instalment is returned by the Head Sellers' Bank to the Owners (as buyers under the MOA) in accordance with the Conditional Payment Instructions;
---	---
(c)	in relation to the Charterhire, each consecutive period of three (3) months following the Commencement Date, provided that:
---	---
(i)	the first Term shall commence on the Commencement Date and ending on the First Payment Date;
---	---
(ii)	each subsequent Term shall commence on the last day of the preceding Term and ending on the next occurring Payment Date;
---	---
(iii)	any Term which would otherwise overrun a Payment Date shall instalment end on that Payment Date; and
---	---
(iv)	any Term which would otherwise extend beyond the Charter Period shall instead end on the last day of the Charter Period; and
---	---
(d)	in relation to any amount which a Relevant Person fails to pay on its due date pursuant to a Leasing Document, each period determined in accordance with Clause 38.6.
---	---

88
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

"Termination Event" means any event described in Clause 50.1.

"Termination Fee" means an amount equals to two per cent. (2%) of the Instalment Balance or the Outstanding Capital Balance (as the case may be) as at the relevant date.

"Termination Notice" has the meaning given to it under Clause 50.2 (Termination

                Events\).

(a)	in the case where the Relevant Date falls prior to the Commencement Date, the aggregate of:
(i)	the Instalment Balance prevailing as at the Relevant Date;
---	---
(ii)	any Pre-delivery Interest accrued but unpaid up to (and including) the date of payment of the Termination Sum;
---	---
(iii)	any Termination Fee;
---	---
(iv)	any Breakfunding Costs;
---	---
(v)	any and all documented costs, losses and liabilities incurred by the Owners as a result of the early termination of the leasing under this Charter;
---	---
(vi)	any and all documented costs, losses and liabilities incurred by the Owners in collecting any payments due under this Charter and/or in obtaining the due performance of the obligations of the<br> Charterers under this Charter or the other Leasing Documents; and
---	---
(vii)	aside from the amounts described under paragraphs (i) to (vi) above, any other moneys due and payable, but unpaid, under the Leasing Documents at the Relevant Date including any default interest on<br> amounts under (i) to (vi) above;
---	---
(b)	in the case where the Relevant Date falls on or after the Commencement Date, the aggregate of:
---	---
(i)	the Outstanding Capital Balance prevailing as at the Relevant Date;
---	---
(ii)	any Variable Charterhire due and payable, but unpaid up to (and including) the date of payment of the Termination Sum;
---	---
(iii)	any Termination Fee;
---	---
(iv)	any Breakfunding Costs;
---	---
(v)	any and all documented costs, losses and liabilities incurred by the Owners as a result of the early termination of the leasing under this Charter including but not limited to any legal costs, any<br> agency or broker fees incurred in attempting to re-charter or otherwise dispose of the Vessel;
---	---
89
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(vi)

any and all documented costs, losses and liabilities incurred by the Owners in locating, repossessing, recovering, repositioning, berthing, insuring and maintaining the Vessel and/or in collecting any payments due under this Charter and/or in obtaining the due performance of the obligations of the Charterers under this Charter or the other Leasing Documents (including, but not limited to, for carrying out any works or modifications or repairs required to cause the Vessel to conform with the provisions relating to redelivery as required under Clause 42.5); and

(vii)

aside from the amounts described under paragraphs (i) to (vi) above, any other moneys due and payable, but unpaid, under the Leasing Documents at the Relevant Date including any default interest on amounts under (i) to (vi) above.

---

"Third Instalment" has the meaning given to such term under the MOA.

"Third Instalment Payment Date" has the meaning given to such term under the MOA.

"Total Loss" means:

(a)	actual, constructive, compromised, agreed or arranged total loss of the Vessel;
(b)	any expropriation, confiscation, requisition or acquisition of the Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any<br> consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not<br> exceeding one (1) year without any right to an extension) unless it is redelivered within twenty-one (21) days to the full control of the Owners or the Charterers; or
---	---
(c)	any arrest, capture, seizure or detention of the Vessel (including any hijacking or theft but excluding any event specified in paragraph (b) of this definition) unless it is redelivered within<br> thirty (30) days to the full control of the Owners or the Charterers.
---	---

"Total Loss Date" means, in relation to the Total Loss of the Vessel:

(a)	in the case of an actual loss of the Vessel, the date on which it occurred;
(b)	in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earlier of:
---	---
(i)	the date on which a notice of abandonment is given to the insurers;
---	---
(ii)	the date when the Vessel was last heard of; and
---	---
(iii)	the date of any compromise, arrangement or agreement made by or on behalf of the Charterers with the Vessel's insurers in which the insurers agree to treat the Vessel as a Total Loss; and
---	---
90
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(c)

in the case of any expropriation, confiscation, requisition or acquisition of the Vessel whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to an extension), on the date on which the expropriation, confiscation, requisition or, as the case may be, the acquisition of the Vessel is completed by delivery of the Vessel to the relevant government or official authority or the person or persons claiming to be or to represent the relevant government or official authority unless it is redelivered within twenty-one (21) days to the full control of the Owners or the Charterers; and

(d)

in the case of any arrest, condemnation, capture, seizure or detention of the Vessel (including any hijacking or theft), unless it is redelivered within thirty (30) days to the full control of the Owners or the Charterers, the date falling on the expiration of such days.

---

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

(a)	the date falling one hundred and twenty (120) days after the Total Loss Date or such later date as the Owners may agree; and
(b)	the date on which the Owners receive the Total Loss Proceeds.
---	---

"Total Loss Proceeds" means the proceeds of any policy or contract of insurance or any Requisition Compensation in each case arising in respect of a Total Loss.

"US" means the United States of America.

"US Government Securities Business Day" means any day other than:

(a)	a Saturday or a Sunday; and
(b)	a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for<br> purposes of trading in US Government securities.
---	---

"USTR Remedy Period" has the meaning given to that term in Clause 51A (USTR Termination Event).

"Variable Charterhire" shall have the meaning as defined under paragraph (b) of Clause 37.3.

"Vessel" means the 47,499DWT Chemical/Product Oil Tanker with builder's hull number 25110062 under construction by the Head Sellers as at the date of this Agreement.

"Voluntary Early Termination" means the right to early terminate referred to in Clause 52.1.

"Voluntary Early Termination Date" shall have the meaning ascribed thereto in Clause 52.2.

91
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

"Voluntary Early Termination Fee" means:

(a)	if the Voluntary Early Termination is exercised on or after the date falling twelve (12) months from the Commencement Date and until (including) the date falling eighteen (18) months after the<br> Commencement Date, two per cent. (2%) of the Outstanding Capital Balance prevailing as at the applicable Voluntary Early Termination Date;
(b)	if the Voluntary Early Termination is exercised after the date falling eighteen (18) months from the Commencement Date and until (including) the date falling twenty four (24) months after the<br> Commencement Date, one point seven five per cent. (1.75%) of the Outstanding Capital Balance prevailing as at the applicable Voluntary Early Termination Date;
---	---
(c)	if the Voluntary Early Termination is exercised after the date falling twenty four (24) months from the Commencement Date and until (including) the date falling thirty (30) months after the<br> Commencement Date, one point five per cent. (1.50%) of the Outstanding Capital Balance prevailing as at the applicable Voluntary Early Termination Date;
---	---
(d)	if the Voluntary Early Termination is exercised after the date falling thirty (30) months from the Commencement Date and until (including) the date falling thirty six (36) months after the<br> Commencement Date, one point two five per cent. (1.25%) of the Outstanding Capital Balance prevailing as at the applicable Voluntary Early Termination Date; and
---	---
(e)	if the Voluntary Early Termination is exercised after the date falling thirty six (36) months from the Commencement Date zero per cent. (0%) of the Outstanding Capital Balance prevailing as at the<br> applicable Voluntary Early Termination Date.
---	---

"Voluntary Early Termination Notice" shall have the meaning ascribed thereto in Clause 52.2.

"Voluntary Early Termination Price" means, in respect of any Voluntary Early Termination Date, the aggregate of:

(a)	the Outstanding Capital Balance prevailing as at the relevant Voluntary Early Termination Date;
(b)	any Variable Charterhire accrued but unpaid as at the relevant Voluntary Early Termination Date;
---	---
(c)	any Voluntary Early Termination Fee;
---	---
(d)	any Breakfunding Costs;
---	---
(e)	any documented legal (subject to pre-agreed cap), registration or other costs reasonably incurred by the Owners in connection with the exercise of the Voluntary Early Termination under Clause 52 (Voluntary Early Termination); and
---	---
92
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(f)	aside from the amounts described under paragraphs (a) to (e) above, any other moneys due and owing under the Leasing Documents at the relevant Voluntary Early Termination Date including any default<br> interest on amounts under (a) to (e) above.
69.2	Inconsistency between Charter provisions and Leasing Documents
---	---

In the case of any conflict between the provisions or terms so of this Charter and the terms and provisions of a Leasing Document, the provisions of this Charter shall prevail.

69.3	Construction

Unless a contrary indication appears, in this Charter:

the "Approved Manager", the "Charterers", any "Guarantor", the "Shareholder", any "Relevant Person", the "Owners", any "Other Charterer", any "Other Owner", or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Leasing Documents;

"asset" includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;

"company" includes any partnership, joint venture and unincorporated association;

"consent" means:

(a)	an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalization; and
(b)	in relation to anything which will be prohibited or restricted by law if a governmental or official authority intervenes or acts in any way within a specified period after lodgment, filing,<br> registration or notification, the expiry of that period without intervention or action.
---	---

"contingent liability" means a liability which is not certain to arise and/or the amount of which remains unascertained;

"continuing" means, in relation to any Termination Event, a Termination Event which has not been waived by the Owners or remedied to the satisfaction of the Owners (acting reasonably) and in relation to any Potential Termination Event, a Potential Termination Event which has not been waived by the Owners or remedied to the satisfaction of the Owners (acting reasonably), provided that following the issuance of a Termination Notice in accordance with Clause 50.2, a Termination Event is "continuing" if it has not been waived;

"control" over a particular company means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

93
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(a)	cast, or control the casting of, more than 51 per cent, of the maximum number of votes that might be cast at a general meeting of such company;
(b)	appoint or remove all, or the majority, of the directors or other equivalent officers of such company; or
---	---
(c)	give directions with respect to the operating and financial policies of such company with which the directors or other equivalent officers of such company are obliged to comply;
---	---

"document" includes a deed; also a letter, fax or telex;

the Owners' "cost of funds" in relation to any Instalment or the Outstanding Capital Balance (as the case may be) or any part thereof is a reference to the average cost (determined either on an actual or a notional basis) which the Owners would incur if they were to fund or finance, from whatever source(s) they may reasonably select, an amount equal to the amount of the relevant Instalment or the Outstanding Capital Balance (as the case may be) or any part thereof for a period equal in length to the relevant Term of that Instalment or the Outstanding Capital Balance or any part thereof;

"expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax;

"legal or administrative action" means any legal proceeding or arbitration and any administrative or regulatory action or investigation;

"liability" includes every kind of debt or liability (present or future, and including contingent liabilities only in the case of Clause 50.1(g)(ii), Clause 55 (Indemnities) and the definition of "Financial Indebtedness"), whether incurred as principal or surety or otherwise;

"months" shall be construed in accordance with Clause 69.4 (Meaning of "month");

"person" includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation;

"policy", in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;

94
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

69.4	Meaning of "month"

(a)	on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the<br> Business Day preceding the numerically corresponding day; or
(b)	on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically<br> corresponding day;
---	---

and "month" and "monthly" shall be construed accordingly.

69.5	In this Charter:
(a)	references to a Leasing Document or any other document being in the form of a particular appendix or to any document referred to in the recitals include references to that form with any<br> modifications to that form which the Owners and the Charterers approve;
---	---
(b)	references to, or to a provision of, a Leasing Document or any other document are references to it as amended or supplemented, whether before the date of this Charter or otherwise;
---	---
(c)	references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Charter or otherwise;
---	---
(d)	words denoting the singular number shall include the plural and vice versa; and
---	---
(e)	references to a page or screen of an information service displaying a rate shall include:
---	---
(i)	any replacement page of that information service which displays that rate; and
---	---
(ii)	the appropriate page of such other information service which displays that rate from time to time in place of that information service, and, if such page or service ceases to be available, shall<br> include any other page or service displaying that rate specified by the Owners after consultation with the Charterers.
---	---
95
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

69.6	Construction of Insurance terms

In this Charter:

"approved" means, for the purposes of Clause 40 (Insurance), approved in writing by the Owners.

"obligatory insurances" means all insurances effected, or which the Charterers are obliged to effect, under Clause 40 (Insurance) or any other provision of this Charter or another Leasing Document.

"policy" includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.

69.7	Headings

In interpreting a Leasing Document or any provision of a Leasing Document, all clauses, sub-clauses and other headings in that and any other Leasing Document shall be entirely disregarded.

96
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

SCHEDULE 1

ACCEPTANCE CERTIFICATE

ROMAN SHARK IX INC. (the "Charterers") hereby acknowledges that at [●] hours on [●], there was delivered to, and accepted by, the Charterers the Vessel known as m.t. "[●]", registered in the name of TIANJIN JINHAI SANSHISI LEASING CO., LTD. (天津津海三十四租赁有限公司) (the "Owners") under the flag of the Marshall Islands with IMO number [●] under a bareboat charter dated [●] (the "Charter") and made between the Owners and the Charterers and that Delivery (as defined in the Charter) thereupon took place and that, accordingly, the Vessel is and will be subject to all the terms and conditions contained in the Charter.

The Charterers warrant that the representations and warranties made by them in Clause 46 (Representation and Warranties) of the Charter remain correct and that no Termination Event (as defined in the Charter) has occurred and is continuing at the date of this Acceptance Certificate.

Name:
Title: attorney in fact
for and on behalf of
ROMAN SHARK IX INC.
Dated:
97
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

SCHEDULE 2

PART A

CONDITIONS PRECEDENT TO SIGNING

The following are the documents referred to in Clause 35.2 (g)(i):

1	Corporate Authority
1.1	A copy of the constitutional documents and corporate structure chart of each Relevant Person (other than the Other Charterers) (for the purpose of this Schedule only, collectively, the "Pertinent Persons").
---	---
1.2	If required, a copy of the resolutions of the board of directors (or equivalent) of each of the Pertinent Persons:
---	---
(a)	approving the terms of, and the transactions contemplated by, the Leasing Documents to which it is a party and resolving that it execute the Leasing Documents to which it is a party;
---	---
(b)	authorizing a specified person or persons to execute the Leasing Documents to which it is a party on its behalf; and
---	---
(c)	authorising a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under, or in connection with, the Leasing Documents<br> to which it is a party.
---	---
1.3	If required, an original of the power of attorney of any party to a Leasing Document authorising a specified person or persons to execute the Leasing Documents to which it is a party.
---	---
1.4	If required, a specimen of the signature of each person authorized by the resolution referred to in paragraph 1.2 above.
---	---
1.5	If required, a copy of the resolutions signed by all the holder(s) of the issued shares of any Relevant Person, approving the terms of, and the transactions contemplated by such Leasing Document.
---	---
1.6	A certificate of an officer or authorized signatory of each Relevant Person certifying that each copy document relating to it specified in this Part A of Schedule 2 is correct, complete and in full<br> force and effect as at a date no earlier than the date of this Charter.
---	---
2	Documents and other security
---	---
2.1	Duly executed copies of this Charter, the MOA, the Shares Security, the Pre-delivery Assignment and the General Assignment and of each document to be delivered under each of them.
---	---
2.2	Copy of a Guarantee duly executed by the Approved Main Guarantor.
---	---
2.3	Agreed forms of the Account Security and the Manager's Undertakings.
---	---
3	Shipbuilding Contract
---	---
98
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

A copy of the Shipbuilding Contract, together with all amendments and/or supplements thereto.

4	Legal opinion
4.1	Agreed form of legal opinion by English legal advisers to the Owners on such matters on the laws of England in relation to the applicable documents listed in paragraph 2 of Part A of this Schedule,<br> in form and substance acceptable to the Owners.
---	---
4.2	Agreed forms of legal opinions by lawyers appointed by the Owners on such matters relating to the applicable documents listed in paragraph 2 of Part A this Schedule, concerning the laws of the<br> Republic of the Marshall Islands and such other relevant jurisdictions as the Owners may reasonably require, in form and substance acceptable to the Owners.
---	---
5	Others
---	---
5.1	Duly executed copy of the Initial Sub-charter.
---	---
5.2	Copies of the Original Financial Statements.
---	---
5.3	Evidence that any fees, costs and expenses then due from the Charterers and/or the Sellers to the Owners under the Leasing Documents (including but not limited to those payable under Clause 46<br> (Fees and Expenses)) have been paid and received by, or will be paid and received by, the Owners.
---	---
5.4	A copy of any other announcements, consents, approvals, authorization or other document, opinion or assurance which the Owners consider to be<br> reasonably desirable in connection with the entry into and performance of the transactions contemplated by any of the Leasing Documents or for the validity and enforceability of such documents (including, without limitation, any<br> disclosure/announcement requirements of any applicable listing rules in the Relevant Jurisdiction of a Guarantor).
---	---
5.5	Such evidence relating to the Relevant Person as the Owners may reasonably require for their (or their financiers) to be able to satisfy each of their "know your customer" or similar identification<br> procedures in relation to the Leasing Documents.
---	---
5.6	A copy of any other consents, approvals, authorization or other document, opinion or assurance which the Owners consider to be reasonably desirable in connection with the entry into and performance<br> of the transactions contemplated by any of the Leasing Documents or for the validity and enforceability of such documents.
---	---
5.7	Such other documents as the Owners may require by giving notice to the Charterers.
---	---
99
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

PART B

CONDITIONS PRECEDENT TO THE FIRST INSTALMENT

The following are the documents referred to in Clause 35.2 (g)(i):

1	Bringdown certificate

If required, a duly executed copy of the certificate issued by an officer of each of the Charterers and the Sellers dated no earlier than the First Instalment Payment Date confirming that:

(a)	each of the certificates provided in Part A of this Schedule 2 remains correct, complete and in full force and effect; and
(b)	each copy document relating to it specified in Part B of this Schedule 2 is correct, complete and in full force and effect.
---	---
2	Shipbuilding Contract documents
---	---
2.1	A copy of the telefax, telex or email of the Head Sellers issued to the Sellers under paragraph 3(a) of Article II (Contract Price & Terms of Payment) of the Shipbuilding Contract notifying that the first instalment of the Shipbuilding Contract Price is due and payable thereunder.
---	---
2.2	A copy of the confirmation from the Head Sellers (via an email) confirming that the Head Sellers have received in full, such shortfall in the first instalment of the Shipbuilding Contract Price,<br> which is not funded by the Owners (in their capacity as buyers) to the Sellers under the MOA.
---	---
2.3	If the Payment Notice in respect of the First Instalment requests for payment of the First Instalment into the Sellers' Account under clause 19(e) of the MOA, a copy of the confirmation (via<br> an email) issued by the Head Sellers confirming that 100% of the first instalment of the Shipbuilding Contract Price payable under paragraph 3(a) of Article II (Contract<br> Price & Terms of Payment) of the Shipbuilding Contract have been paid by the Sellers and received by the Head Sellers in full.
---	---
3	Leasing Documents and other documents
---	---

To the extent not already provided to the Owners under Part A of Schedule 2:

3.1	A duly executed copy of the Account Security.
3.2	Three (3) originals of the duly executed but undated Letters of Demand in respect of the Shipbuilding Contract in such form as agreed under the Pre-delivery Assignment.
---	---
3.3	Three (3) originals of the duly executed but undated Letters of Demand in respect of the Refund Guarantee in such form as agreed under the Pre-delivery Assignment.
---	---
3.4	One (1) original power of attorney of the Sellers appointing the Owners as their attorney-in-fact to make demand for payment on the Refund Guarantor under the Refund Guarantee.
---	---
3.5	Duly executed copies of the acknowledgements from the Head Sellers and the Refund Guarantor in such form as agreed under the Pre-delivery Assignment.
---	---
100
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

3.6	If applicable, a copy of any amendments to the Shipbuilding Contract, each duly executed by the parties thereto.
3.7	A copy of the Refund Guarantee, together with all amendments and/or supplements thereto.
---	---
4	Legal opinions
---	---

Signed copies of the legal opinions specified in paragraph 4 of Part A of this Schedule.

5	Payment Notice

A duly executed copy of the Payment Notice submitted pursuant to Clause 19(c)(iii)(A) of the MOA.

6	Others
6.1	Evidence satisfactory to the Owners that all fees, costs and expenses then due from the Charterers and the Sellers to the Owners under the Leasing Documents (including but not limited to those<br> payable under Clause 46 (Fees and Expenses)) have been paid to and received by, or will be paid to and received by, the<br> Owners, by its relevant due date.
---	---
6.2	A copy of any other announcements, consents, approvals, authorization or other document, opinion or assurance which the Owners consider to be<br> reasonably desirable in connection with the entry into and performance of the transactions contemplated by any of the Leasing Documents or for the validity and enforceability of such documents (including, without limitation, any<br> disclosure/announcement requirements of any applicable listing rules in the Relevant Jurisdiction of a Guarantor).
---	---
6.3	Such other information and documents as the Owners may require.
---	---
101
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

PART C

CONDITIONS PRECEDENT TO THE SECOND INSTALMENT

The following are the documents referred to in Clause 35.2 (g)(i):

1	Bringdown certificate

If required, a duly executed copy of the certificate issued by an officer of each of the Charterers and the Sellers dated no earlier than the Second Instalment Payment Date confirming that:

(a)	each of the certificates provided in Parts A and B of this Schedule 2 remains correct, complete and in full force and effect; and
(b)	each copy document relating to it specified in Part C of this Schedule 2 is correct, complete and in full force and effect.
---	---
2	Shipbuilding Contract documents
---	---
2.1	A copy of the confirmation (via an email) by the Head Sellers confirming that the first instalment of the Shipbuilding Contract Price payable under Article II (Contract Price & Terms of Payment) of the<br> Shipbuilding Contract before the Second Instalment Payment Date has been paid by the Sellers and received by the Head Sellers in full.
---	---
2.2	A copy of the telefax, telex or email of the Head Sellers issued to the Sellers under paragraph 3(b) of Article II (Contract Price & Terms of Payment) of the Shipbuilding Contract notifying that<br> the second instalment of the Shipbuilding Contract Price is due and payable thereunder.
---	---
2.3	A copy of the confirmation from the Head Sellers (via an email) confirming that the Head Sellers have received in full, such shortfall in the second instalment of the Shipbuilding Contract Price,<br> which is not funded by the Owners (in their capacity as buyers) to the Sellers under the MOA.
---	---
2.4	A copy of the certificate or statement of the Classification Society stating that the steel cutting of the Vessel has been carried out, as provided by the Head Sellers to the Sellers under paragraph<br> 3(b) of Article II (Contract Price & Terms of Payment) of the Shipbuilding Contract.
---	---
2.5	If the Payment Notice in respect of the Second Instalment requests for payment of the Second Instalment into the Sellers' Account under clause 19(e) of the MOA, a copy of the confirmation in<br> such form acceptable to the Owners issued (via an email) by the Head Sellers confirming that the second instalment of the Shipbuilding Contract Price payable under paragraph 3(b) of Article II (Contract Price & Terms of Payment) of the Shipbuilding Contract have been paid by the Sellers and received by the Head Sellers in full.
---	---
3	Leasing Documents and other documents
---	---

To the extent not already provided to the Owners under Part A and Part B of Schedule 2, a copy of any amendments to the Shipbuilding Contract and the Refund Guarantee, each duly executed by the parties thereto.

4	Payment Notice
102
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

A duly executed copy of the Payment Notice submitted pursuant to Clause 19(c)(iii)(A) of the MOA.

5	Others
5.1	Evidence satisfactory to the Owners that all fees, costs and expenses then due from the Charterers and the Sellers to the Owners under the Leasing Documents (including but not limited to those<br> payable under Clause 46 (Fees and Expenses)) have been paid to and received by, or will be paid to and received by, the<br> Owners, by its relevant due date.
---	---
5.2	Such other information and documents as the Owners may reasonably require.
---	---
103
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

PART D

CONDITIONS PRECEDENT TO THE THIRD INSTALMENT

The following are the documents referred to in Clause 35.2 (g)(i):

1	Bringdown certificate

If required, a duly executed copy of the certificate issued by an officer of each of the Charterers and the Sellers dated no earlier than the Third Instalment Payment Date confirming that:

(a)	each of the certificates provided in Parts A, B and C of this Schedule 2 remains correct, complete and in full force and effect; and
(b)	each copy document relating to it specified in Part D of this Schedule is correct, complete and in full force and effect.
---	---
2	Shipbuilding Contract documents
---	---
2.1	A copy of the confirmation (via an email) by the Head Sellers confirming that the second instalment of the Shipbuilding Contract Price payable under Article II (Contract Price & Terms of Payment) of the<br> Shipbuilding Contract prior to the Third Instalment Payment Date has been paid by the Sellers and received by the Head Sellers in full.
---	---
2.2	A copy of the telefax, telex or email of the Head Sellers issued to the Sellers under paragraph 3(c) of Article II (Contract Price & Terms of Payment) of the Shipbuilding Contract notifying that<br> the third instalment of the Shipbuilding Contract Price is due and payable thereunder.
---	---
2.3	A copy of the confirmation from the Head Sellers (via an email) confirming that the Head Sellers have received in full, such shortfall in the third instalment of the Shipbuilding Contract Price,<br> which is not funded by the Owners (in their capacity as buyers) to the Sellers under the MOA.
---	---
2.4	A copy of the certificate or statement of the Classification Society stating that the keel laying of the Vessel has been carried out, as provided by the Head Sellers to the Sellers under paragraph<br> 3(c) of Article II (Contract Price & Terms of Payment) of the Shipbuilding Contract.
---	---
2.5	If the Payment Notice in respect of the Third Instalment requests for payment of the Third Instalment into the Sellers' Account under clause 19(e) of the MOA, a copy of the confirmation (via<br> an email) by the Head Sellers confirming that the third instalment of the Shipbuilding Contract Price payable under paragraph 3(c) of Article II (Contract Price &<br> Terms of Payment) of the Shipbuilding Contract have been paid by the Sellers and received by the Head Sellers in full.
---	---
3	Leasing Documents and other documents
---	---

To the extent not already provided to the Owners under Part A, Part B and Part C of Schedule 2, a copy of any amendments to the Shipbuilding Contract and the Refund Guarantee, each duly executed by the parties thereto.

4	Payment Notice
104
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

A duly executed copy of the Payment Notice submitted pursuant to Clause 19(c)(iii)(A) of the MOA.

5	Others
5.1	Evidence satisfactory to the Owners that all fees, costs and expenses then due from the Charterers and the Sellers to the Owners under the Leasing Documents (including but not limited to those<br> payable under Clause 46 (Fees and Expenses)) have been paid to and received by, or will be paid to and received by, the<br> Owners, by its relevant due date.
---	---
5.2	Such other information and documents as the Owners may reasonably require.
---	---
105
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

PART E

CONDITIONS PRECEDENT TO THE FOURTH INSTALMENT

The following are the documents referred to in Clause 35.2 (g)(i):

1	Bringdown certificate

If required, a duly executed copy of the certificate issued by an officer of each of the Charterers and the Sellers dated no earlier than the Fourth Instalment Payment Date confirming that:

(a)	each of the certificates provided in Parts A, B, C and D of this Schedule 2 remains correct, complete and in full force and effect; and
(b)	each copy document relating to it specified in Part E of this Schedule is correct, complete and in full force and effect.
---	---
2	Shipbuilding Contract documents
---	---
2.1	A copy of the confirmation (via an email) by the Head Sellers confirming that the third instalment of the Shipbuilding Contract Price payable under Article II (Contract Price & Terms of Payment)<br> of the Shipbuilding Contract prior to the Fourth Instalment Payment Date has been paid by the Sellers and received by the Head Sellers in full.
---	---
2.2	A copy of the telefax, telex or email of the Head Sellers issued to the Sellers under paragraph 3(d) of Article II (Contract Price & Terms of Payment) of the Shipbuilding Contract notifying that<br> the fourth instalment of the Shipbuilding Contract Price is due and payable thereunder.
---	---
2.3	A copy of the confirmation from the Head Sellers (via an email) confirming that the Head Sellers have received in full, such shortfall in the fourth instalment of the Shipbuilding Contract Price,<br> which is not funded by the Owners (in their capacity as buyers) to the Sellers under the MOA.
---	---
2.4	A copy of the certificate or statement of the Classification Society stating that the launching of the Vessel has been carried out, as provided by the Head Sellers to the Sellers under paragraph<br> 3(d) of Article II (Contract Price & Terms of Payment) of the Shipbuilding Contract.
---	---
2.5	If the Payment Notice in respect of the Fourth Instalment requests for payment of the Fourth Instalment into the Sellers' Account under clause 19(e) of the MOA, a copy of the confirmation (via<br> an email) by the Head Sellers confirming that the fourth instalment of the Shipbuilding Contract Price payable under paragraph 3(d) of Article II (Contract Price<br> & Terms of Payment) of the Shipbuilding Contract have been paid by the Sellers and received by the Head Sellers in full.
---	---
3	Leasing Documents and other documents
---	---

To the extent not already provided to the Owners under Part A, Part B, Part C and Part D of Schedule 2, a copy of any amendments to the Shipbuilding Contract and the Refund Guarantee, each duly executed by the parties thereto.

4	Payment Notice
106
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

A duly executed copy of the Payment Notice submitted pursuant to Clause 19(c)(iii)(A) of the MOA.

5	Others
5.1	Evidence satisfactory to the Owners that all fees, costs and expenses then due from the Charterers and the Sellers to the Owners under the Leasing Documents (including but not limited to those<br> payable under Clause 46 (Fees and Expenses)) have been paid to and received by, or will be paid to and received by, the<br> Owners, by its relevant due date.
---	---
5.2	Such other information and documents as the Owners may reasonably require.
---	---
107
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

PART F

CONDITIONS PRECEDENT TO THE DELIVERY INSTALMENT

The following are the documents referred to in Clause 35.2 (g)(i):

1	Bringdown certificate
1.1	If required, a duly executed copy of the certificate issued by an officer of each of the Charterers and the Sellers dated no earlier than the Delivery Instalment Payment Date confirming that:
---	---
(a)	each of the certificates provided in Parts A, B, C, D and E of this Schedule 2 remains correct, complete and in full force and effect; and
---	---
(b)	each copy document relating to it specified in Part F of this Schedule 2 is correct, complete and in full force and effect.
---	---
2	Shipbuilding Contract and Refund Guarantee
---	---
2.1	A copy of the confirmation (via an email) by the Head Sellers confirming that the fourth instalment of the Shipbuilding Contract Price payable under Article II (Contract Price & Terms of Payment) of the<br> Shipbuilding Contract prior to the Delivery Instalment Payment Date has been paid by the Sellers and received by the Head Sellers in full.
---	---
2.2	A copy of a statement issued by the Head Sellers confirming that the Vessel has been constructed to the order of the Sellers for delivery to the Owners and estimated delivery date, as required by<br> the Flag State for registration of the Vessel in the name of the Owners.
---	---
2.3	A copy of the telefax, telex or email of the Head Sellers issued to the Sellers under paragraph 3(e) of Article II (Contract Price<br> & Terms of Payment) of the Shipbuilding Contract notifying that the fifth instalment of the Shipbuilding Contract Price and the "Remaining Oil Among" (as defined therein) is due and<br> payable thereunder, together with supporting documentation.
---	---
2.4	Commercial invoice issued by the Head Sellers pursuant to the Shipbuilding Contract, specifying the aggregate amount payable by the Sellers to the Head Sellers on the Commencement Date for the<br> purchase of the Vessel under the Shipbuilding Contract.
---	---
2.5	If applicable, a copy of any amendments to the Shipbuilding Contract and the Refund Guarantee, each duly executed by the parties thereto.
---	---
2.6	Evidence satisfactory to the Owners that (in the form of a SWIFT payment confirmation, written confirmation of the Head Sellers and/or any such other evidence):
---	---
(a)	if applicable, the Delivery Shortfall (as defined in the MOA), has been or will be paid by the Sellers to the Head Sellers in accordance with clause 19(g) of the MOA; and
---	---
(b)	(other than the Delivery Shortfall and the amount equivalent to the Purchase Price payable by the Owners (in their capacity as buyers under the MOA)) any other amount due and payable by the Sellers<br> for the purchase of the Vessel under the Shipbuilding Contract has been paid by the Sellers to the Head Sellers.
---	---
3	Security Documents
---	---
108
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

3.1	Duly executed but undated copies of each of the Manager's Undertaking and of each document to be delivered under each of them.
3.2	To the extent not already provided to the Owners under Parts A to E of Schedule 2:
---	---
(a)	a duly executed copy of the acknowledgements from the Account Bank in such form as agreed under the Account Security; and
---	---
(b)	a duly executed copy of the acknowledgements from the Initial Sub-charterer in such form as agreed under the General Assignment.
---	---
4	Legal opinions
---	---
4.1	An agreed form legal opinion by English legal advisers to the Owners on such matters on the laws of England in relation to the documents listed in paragraph 3 of Part F of this Schedule 2, in form<br> and substance acceptable to the Owners.
---	---
4.2	Agreed forms of legal opinions by lawyers appointed by the Owners on such matters relating to the documents listed in paragraph 3 of Part F of this Schedule 2, concerning the laws of the Republic of<br> Panama and such other relevant jurisdictions as the Owners may require, in form and substance acceptable to the Owners.
---	---
5	Valuation of the Vessel
---	---

Valuation(s) of the Vessel in the standard form and substance prevailing to the market, addressed to the Owners indicating the Initial Market Value of the Vessel on a date which is no earlier than thirty (30) days before the Commencement Date.

6	Management Agreement

Management Agreement establishing that the Vessel will, as from the Commencement Date, be managed by the Approved Manager, together with copy of the Document of Compliance of the Approved Manager.

7	Approved Subsequent Sub-charter

If applicable, copies of the executed Approved Subsequent Sub-charter as at such time and of each document to be delivered under each of them.

8	Vessel Insurances
8.1	Agreed form of letters of undertaking and certificates of entry (as the case may be) relating to insurances as set out in Clause 40 (Insurance) acknowledged by the relevant insurer, insurance<br> broker, protection and indemnity association or war risks association (as the case may be).
---	---
8.2	An insurance report by an insurance advisor appointed by the Owners (but at the cost of the Charterers) in an agreed form acceptable to the Owners.
---	---
9	Earnings Account
---	---

Evidence that the Operating Account has been opened.

109
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

10	Payment Notice

A duly executed copy of the Payment Notice submitted pursuant to Clause 19(c)(iii)(A) of the MOA.

11	Others
11.1	Evidence satisfactory to the Owners that all fees, costs and expenses then due from the Charterers and the Sellers to the Owners under the Leasing Documents (including but not limited to those<br> payable under Clause 46 (Fees and Expenses)) have been paid to and received by, or will be paid to and received by, the<br> Owners, by its relevant due date.
---	---
11.2	Such other information and documents as the Owners may require.
---	---
110
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

PART G

CONDITIONS PRECEDENT TO DELIVERY

The following are the documents referred to in Clause 35.2(g)(ii)^^:

1	Corporate Authorisations/Confirmation
1.1	A certificate of an authorized signatory of each of the Pertinent Persons certifying that each copy document provided under paragraph 1 of Part A of Schedule 2 of the MOA remains correct, complete<br> and in full force and effect as on the Commencement Date.
---	---
1.2	A certificate of an authorized signatory of the Charterers certifying that there is no Potential Termination Event or Termination Event has occurred and is continuing as of the Commencement Date.
---	---
2	Security Documents
---	---
2.1	Duly executed and dated copies of each Manager's Undertaking and of each document to be delivered under it and evidence of their delivery within the timing prescribed under it.
---	---
2.2	Documentary evidence that the Security Interests intended to be created by each of the Security Documents have been duly perfected under applicable law or will be perfected under applicable law<br> within the prescribed period contained in such Security Documents.
---	---
3	Vessel Documents
---	---
3.1	A duly executed copy of the SBC PODA.
---	---
3.2	Copies of all documents required to be delivered by the Head Sellers to the Sellers under Article VII paragraph 3 (Documents to be delivered to the Buyer) of<br> the Shipbuilding Contract prior to or concurrently with the execution of the SBC PODA pursuant to Article VII paragraph 2 of the Shipbuilding Contract.
---	---
3.3	Confirmation by the Head Sellers to the Owners that the Vessel has not been registered at any registry or in any person's name or encumbered prior to or on delivery from the Head Sellers to the<br> Sellers under the Shipbuilding Contract or prior to delivery of the Vessel from the Sellers to the Buyers under the MOA.
---	---
3.4	The original (if required by the Flag State) or a copy of the builder's certificate issued by the Builder in relation to the Vessel duly notarially attested and legalised or apostilled as and to the<br> extent required by the Flag State.
---	---
3.5	A copy of the Vessel's class certificate evidencing that the Vessel maintains its classification as set out under the terms of the Shipbuilding Contract with the Approved Classification Society and<br> free of all recommendations and conditions.
---	---
4	Delivery and title registration of the Vessel
---	---
4.1	Documentary evidence that the Vessel:
---	---
111
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

(a)	will simultaneously upon Delivery definitively and permanently registered in the name of the Owners under the flag of the Flag State;
(b)	will simultaneously upon Delivery in the absolute and unencumbered ownership of the Owners;
---	---
(c)	is or will be unconditionally delivered by the Sellers to the Owners (in their capacity as buyers) pursuant to the terms of the MOA, where such documents shall include without limitation:
---	---
(i)	the original (if required by the Flag State) or a copy of the notarized and legalized (if required by the Flag State) copies of the bill of sale duly executed by the Charterers (and where executed<br> by an attorney of the Charterers, together with such original or a copy of the notarized and legalised copies (if required by the Flag State) of the Charterers' power of attorney); and
---	---
(ii)	the original (if required by the Flag State) or a copy of the protocol of delivery and acceptance duly executed by the Charterers and the Owners; and
---	---
(d)	the Initial Sub-charter has been (or will be, in any case, by the date following five (5) days after the Commencement Date) delivered to the Initial Sub-charterer in accordance with the Initial<br> Sub-charter.
---	---
4.2	Documentary evidence that this Charter is or will be recorded as a financing charter in accordance with the laws and regulations of the Flag State (including, without limitation, a side letter to be<br> entered into between the Owners and the Charterers as required by the competent authorities of the Flag State).
---	---
4.3	Any additional documents as may be required by the competent authorities of the Flag State for the purposes of registering the Vessel.
---	---
5	Legal opinions
---	---
5.1	A signed legal opinion of Watson Farley & Williams, legal advisers to the Owners on such matters on the laws of England as may be satisfactory to the Owners.
---	---
5.2	Signed legal opinions by lawyers appointed by the Owners on such matters on the laws of the Marshall Islands and any other jurisdictions as may be satisfactory to the Owners.
---	---
6	Others
---	---

The Owners being satisfied that all conditions precedent or documents or evidence specified in Schedule 1 to the MOA have been satisfied or provided in form and substance satisfactory to the Owners.

112
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

PART H

CONDITIONS SUBSEQUENT

The following are the documents referred to in Clause 34.8:

1	Security Interests

2	Legal opinions

Not later than three (3) Business Days after the Commencement Date, issued signed copies of the legal opinions referred to in paragraph 5 of Part B of Schedule 2 of this Charter.

3	Insurances
3.1	Not later than five (5) Business Days after the Commencement Date, receipt of copies of the executed letters of undertaking and certificates of entry (as the case may be) relating to insurances as<br> set out in Clause 40 (Insurance) acknowledged by the relevant insurer, insurance broker, protection and indemnity association or war risks association (as the case may be), each in the<br> agreed form under paragraph 5.2 of Part A of Schedule 2 of this Charter.
---	---
3.2	Not later than ten (10) Business Days after the Commencement Date, the signed insurance report in the form agreed under paragraph 5 of Part A of Schedule 2 of this Charter.
---	---
4	Trading certificates
---	---

Not later than five (5) Business Days after the Commencement Date, copies of the Vessel's Safety Management Certificate (together with any other details of the applicable safety management system which the Owners require) and of any other documents required under the ISM Code and the ISPS Code (including without limitation an ISSC and IAPPC).

113
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

SCHEDULE 3

THE VESSELS, THE PARTIES AND THE CHARTERS

The Vessels	The Owners	The Charterers	The Charters
a vessel currently under construction with hull no. 25110054 ("Vessel A")	Tianjin Jinhai Sanshi Leasing Co., Ltd. (天津津海三十租赁有限公司), a corporation with incorporated under the laws of the People's Republic of China<br> having its registered address at Room 202, No.6262, Aozhou Road, Tianjin Pilot Free Trade Zone (Dongjiang Free Trade Port Zone) (Tianjin Dongjiang Business Secretarial Service Co., Ltd. Free Trade Zone Branch, No.<br> _______)<br><br> <br>("Owner A")	Roman Shark I Inc., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 136528 whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>("Charterer A")	Bareboat charter dated ________________, as amended and/or supplemented from time to time<br><br> <br>("Charter A")
a vessel currently under construction with hull no. 25110056 ("Vessel B")	Tianjin Jinhai Sanshiyi Leasing Co., Ltd. (天津津海三十一租赁有限公司), a corporation with incorporated under the laws of the People's Republic of China<br> having its registered address at Room 202, No.6262, Aozhou Road, Tianjin Pilot Free Trade Zone (Dongjiang Free Trade Port Zone) (Tianjin Dongjiang Business Secretarial Service Co., Ltd. Free Trade Zone Branch, No.<br> _______)<br><br> <br>("Owner B")	Roman Shark III Inc., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 136530 whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>("Charterer B")	Bareboat charter dated ________________ , as amended and/or supplemented from time to time<br><br> <br>("Charter B")
114
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

a vessel currently under construction with hull no. 25110058 ("Vessel C")	Tianjin Jinhai Sanshier Leasing Co., Ltd. (天津津海三十二租赁有限公司), a corporation with incorporated under the laws of the People's Republic of China<br> having its registered address at Room 202, No.6262, Aozhou Road, Tianjin Pilot Free Trade Zone (Dongjiang Free Trade Port Zone) (Tianjin Dongjiang Business Secretarial Service Co., Ltd. Free Trade Zone Branch, No.<br> _______)<br><br> <br>("Owner C")	Roman Shark V Inc., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 136532 whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>("Charterer C")	Bareboat charter dated _______________ , as amended and/or supplemented from time to time<br><br> <br>("Charter C")
a vessel currently under construction with hull no. 25110060 ("Vessel D")	Tianjin Jinhai Sanshisan Leasing Co., Ltd. (天津津海三十三租赁有限公司), a corporation with incorporated under the laws of the People's Republic of China<br> having its registered address at Room 202, No.6262, Aozhou Road, Tianjin Pilot Free Trade Zone (Dongjiang Free Trade Port Zone) (Tianjin Dongjiang Business Secretarial Service Co., Ltd. Free Trade Zone Branch, No.<br> _______)<br><br> <br>("Owner D")	Roman Shark VII Inc., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 136534 whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>("Charterer D")	Bareboat charter dated ______________, as amended and/or supplemented from time to time<br><br> <br>("Charter D")
a vessel currently under construction with hull no. 25110062 ("Vessel E")	Tianjin Jinhai Sanshisi Leasing Co., Ltd. (天津津海三十四租赁有限公司), a corporation with incorporated under the laws of the People's Republic of China<br> having its registered address at Room 202, No.6262, Aozhou Road, Tianjin Pilot Free Trade Zone (Dongjiang Free Trade Port Zone) (Tianjin Dongjiang Business Secretarial Service Co., Ltd. Free Trade Zone Branch, No.<br> _______)<br><br> <br>("Owner E")	Roman Shark IX Inc., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 136537 whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960<br><br> <br>("Charterer E")	Bareboat charter dated _______________, as amended and/or supplemented from time to time<br><br> <br>("Charter E")
115
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

SCHEDULE 4

REPAYMENT SCHEDULE

Period	Hire (US$)	Principal (US$)	Interest (US$)	Outstanding<br><br> <br>Principal (US$)
（Post Delivery)
0	-	-	-	38,420,000.00
1	1,059,404.60	505,500.00	553,904.60	37,914,500.00
2	1,046,175.27	505,500.00	540,675.27	37,409,000.00
3	1,033,104.38	505,500.00	527,604.38	36,903,500.00
4	1,037,541.08	505,500.00	532,041.08	36,398,000.00
5	1,030,253.24	505,500.00	524,753.24	35,892,500.00
6	1,017,340.78	505,500.00	511,840.78	35,387,000.00
7	1,004,586.75	505,500.00	499,086.75	34,881,500.00
8	1,008,389.72	505,500.00	502,889.72	34,376,000.00
9	1,001,101.89	505,500.00	495,601.89	33,870,500.00
10	988,506.29	505,500.00	483,006.29	33,365,000.00
11	976,069.12	505,500.00	470,569.12	32,859,500.00
12	979,238.37	505,500.00	473,738.37	32,354,000.00
13	971,950.53	505,500.00	466,450.53	31,848,500.00
14	959,671.79	505,500.00	454,171.79	31,343,000.00
15	952,463.17	505,500.00	446,963.17	30,837,500.00
16	950,087.01	505,500.00	444,587.01	30,332,000.00
17	942,799.17	505,500.00	437,299.17	29,826,500.00
18	930,837.30	505,500.00	425,337.30	29,321,000.00
19	919,033.85	505,500.00	413,533.85	28,815,500.00
20	920,935.66	505,500.00	415,435.66	28,310,000.00
21	913,647.82	505,500.00	408,147.82	27,804,500.00
22	902,002.81	505,500.00	396,502.81	27,299,000.00
23	890,516.22	505,500.00	385,016.22	26,793,500.00
24	891,784.30	505,500.00	386,284.30	26,288,000.00
25	884,496.46	505,500.00	378,996.46	25,782,500.00
26	873,168.31	505,500.00	367,668.31	25,277,000.00
27	861,998.59	505,500.00	356,498.59	24,771,500.00
28	862,632.94	505,500.00	357,132.94	24,266,000.00
29	855,345.11	505,500.00	349,845.11	23,760,500.00
30	844,333.82	505,500.00	338,833.82	23,255,000.00
31	837,125.20	505,500.00	331,625.20	22,749,500.00
32	833,481.59	505,500.00	327,981.59	22,244,000.00
116
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

33	826,193.75	505,500.00	320,693.75	21,738,500.00
34	815,499.32	505,500.00	309,999.32	21,233,000.00
35	804,963.33	505,500.00	299,463.33	20,727,500.00
36	804,330.23	505,500.00	298,830.23	20,222,000.00
37	797,042.39	505,500.00	291,542.39	19,716,500.00
38	786,664.83	505,500.00	281,164.83	19,211,000.00
39	776,445.70	505,500.00	270,945.70	18,705,500.00
40	775,178.88	505,500.00	269,678.88	18,200,000.00
117
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

SCHEDULE 5

FORM OF ATTESTATION TO BE ISSUED BY CHARTERERS

To:	[Owners]
From:	[Charterers]
---	---

Dated: [●]

[Charterers] – Bareboat Charter dated [●] (the "Charter")

Capitalised terms used in this attestation shall have the meanings set out in the Charter.

With respect to [●] [describe cargo] [scheduled to be] loaded at [●] [insert port or details of ship-to-ship transfer] on [●] [insert date] (the "Voyage"):

(a)	We confirm that we were, and the operation of the Vessel and, to the best of our knowledge, each sub-charterer and any other relevant third party was, in compliance with the Russian Oil Price Cap<br> Measures.
(b)	We attest that, with respect to the Voyage:
---	---
(i)	we have received and retained price information demonstrating that the Russian Oil Products were purchased at or below the relevant price cap; or
---	---
(ii)	where not practicable to request and receive such information, we have obtained a signed attestation from our sub-charterer or other relevant counterparty that the Russian Oil Products were<br> purchased at or below the relevant price cap; or
---	---
(iii)	we have received a signed attestation from our sub-charterer or other relevant counterparty that the purchase of Russian Oil Products was done pursuant to a license or a derogation.
---	---
118
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

EXECUTION PAGE

OWNERS
SIGNED by	)
legal representative	)
for and on behalf of	)
TIANJIN JINHAI SANSHISI	)
LEASING CO., LTD.	)
(天津津海三十四租赁有限公司)	)
in the presence of:	)
Witness' signature:
Witness' name:
Witness' address:
CHARTERERS
SIGNED by	)
duly authorized attorney-in-fact	)
for and on behalf of	)
ROMAN SHARK IX INC.	)
in the presence of:	)
Witness' signature:
Witness' name:
Witness' address:
119
---
ABCFL CM
BBC Additional Clauses
Hull No. 25110062
SINGAPORE/92306954v1

Exhibit 4.25

EXECUTION VERSION
	JINGHAISANSHISI - 2026 - GG
Dated	2026
---	---

RUBICO INC.

as Guarantor

and

TIANJIN JINHAI SANSHISI LEASING CO., LTD.

(天津津海三十四租赁有限公司)

as Owner

GUARANTEE

relating to

    a bareboat charter of one \(1\) 47,499DWT Chemical/Product Oil Tanker having builder’s hull no. 25110062

dated

Index
Clause		Page
1	Interpretation	1
2	Guarantee	2
3	Liability as Principal and Independent Debtor	3
4	Expenses	3
5	Adjustment of Transactions	4
6	Payments	4
7	Interest	5
8	Subordination	5
9	Enforcement	5
10	Representations and Warranties	6
11	Undertakings	9
12	Judgments and Currency Indemnity	15
13	Supplemental	16
14	Assignment	18
15	Notices	18
16	Invalidity of Bareboat Charter	19
17	Incorporation of Bareboat Charter Provisions	19
18	Governing Law and Enforcement	19
Schedules
Schedule 1 Form of Compliance Certificate		21
Execution Page		22
ABCFL CM – Guarantee (Rubico)
---
hull no. 25110062
SINGAPORE/92311983v1

THIS GUARANTEE is made on	2026

PARTIES

(1)

RUBICO INC., a corporation incorporated under the laws of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (the "Guarantor")

(2)

TIANJIN JINHAI SANSHISI LEASING CO., LTD. (天津津海三十四租赁有限公司), a corporation incorporated under the laws of the People’s Republic of China whose registered address is at Room 202, No.6262, Aozhou Road, Tianjin Pilot Free Trade Zone (Dongjiang Free Trade Port Zone) (Tianjin Dongjiang Business Secretarial Service Co., Ltd. Free Trade Zone Branch, No. ______) (the "Owner" which expression includes its successors and assigns)

---

BACKGROUND

(A)	By a memorandum of agreement dated __________________ (as amended and/or supplemented from time to time, the "MOA") and made between (i) ROMAN SHARK IX INC., a corporation<br> incorporated under the laws of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (the "Seller") as seller and (ii) the Owner as buyer, the Seller has agreed to sell and the Owner has agreed to purchase one (1) 47,499DWT Chemical/Product Oil Tanker having builder’s hull no. 25110062 (the "Vessel") pursuant to the terms and conditions contained therein.
(B)	By a bareboat charter dated __________________ (as amended and/or supplemented from time to time, the "Bareboat Charter") and made between (i) the Owner, as owner and (ii) the Seller, as charterer (the "Charterer"), the Owner has agreed to bareboat charter the Vessel to the Charterer pursuant to the terms and conditions contained therein.
---	---
(C)	The execution and delivery to the Owner of this Guarantee is one of the conditions to the chartering of the Vessel under the Bareboat Charter.
---	---
(D)	This Guarantee is a Guarantee referred to in the Bareboat Charter.
---	---

OPERATIVE PROVISIONS

1	INTERPRETATION
1.1	Defined expressions
---	---

Words and expressions defined in the Bareboat Charter shall have the same meanings when used in this Guarantee unless the context otherwise requires.

1.2	Construction of certain terms

In this Guarantee:

1
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

"Compliance Certificate" means a certificate in the form set out in Schedule 1 or in any other form approved by the Owner.

"control" over a particular company means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(a)	cast, or control the casting of, more than 51 per cent, of the maximum number of votes that might be cast at a general meeting of such company;
(b)	appoint or remove all, or the majority, of the directors or other equivalent officers of such company; or
---	---
(c)	give directions with respect to the operating and financial policies of such company with which the directors or other equivalent officers of such company are obliged to comply.
---	---

"Group" means the Guarantor and its subsidiaries from time to time.

"Party" means a party to this Guarantee.

"Relevant Person" means each "Relevant Person" as defined in the Bareboat Charter.

"Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Charterer to the Owner under or in connection with any Leasing Documents or any judgment or arbitral award relating to any Leasing Documents and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country.

2	GUARANTEE
2.1	Guarantee and indemnity
---	---

The Guarantor unconditionally and irrevocably:

(a)	guarantees the due payment of all amounts payable by each other Relevant Person under or in connection to each Leasing Document to which such Relevant Person is a party;
(b)	undertakes to pay to the Owner on the Owner's demand any such amount which is not paid by that Relevant Person when due and payable under or in connection to that Leasing Document;
---	---
(c)	guarantees the punctual performance by that Relevant Person of all that Relevant Person's obligations under or in connection with that Leasing Document; and
---	---
(d)	fully indemnifies the Owner on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Owner as a result of or in connection with any<br> obligation or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Owner would otherwise have been entitled<br> to recover.
---	---
2
---
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

2.2	No limit on number of demands

The Owner may serve more than one demand under Clause 2.1 (Guarantee and indemnity).

2.3	Guarantee of whole amount

This Guarantee shall be construed and take effect as a guarantee of all amounts due to the Owner under the Leasing Documents to which each other Relevant Person is a party.

3	LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR
3.1	Principal and independent debtor
---	---

The Guarantor shall be liable under this Guarantee as a principal and independent debtor and accordingly it shall not have, as regards this Guarantee, any of the rights or defences of a surety.

3.2	Waiver of rights and defences

Without limiting the generality of Clause 3.1 (Principal and independent debtor), the Guarantor shall neither be discharged by, nor have any claim against the Owner in respect of:

(a)	any amendment or supplement being made to the Bareboat Charter or any other Leasing Document;
(b)	any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, the Bareboat Charter or any other Leasing Document;
---	---
(c)	any release or loss (even though negligent) of any right or Security Interest created by any Leasing Document;
---	---
(d)	any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a<br> Security Interest; or
---	---
(e)	the Bareboat Charter or any other Leasing Document now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including a neglect to register it.
---	---
4	EXPENSES
---	---
4.1	Costs of preservation of rights, enforcement etc
---	---

3
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

4.2	Fees and expenses payable under Leasing Documents

5	ADJUSTMENT OF TRANSACTIONS
5.1	Reinstatement of obligation to pay
---	---

6	PAYMENTS
6.1	Method of payments
---	---

Any amount due under this Guarantee shall be paid:

(a)	in immediately available funds;
(b)	to such account as the Owner may from time to time notify to the Guarantor;
---	---
(c)	without any form of set-off, cross-claim or condition; and
---	---
(d)	free and clear of any tax deduction or withholding for or on account of any tax payable under any law of relevant jurisdictions except a tax deduction which the Guarantor is required by law to make.
---	---
6.2	Grossing-up for taxes
---	---

6.3	Indemnity and evidence of payment of taxes

4
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

7	INTEREST
7.1	Accrual of interest
---	---

7.2	Calculation of interest

Interest under this Guarantee shall be calculated and accrue (as well after as before judgment) at the rate described in clauses 38.6 and 38.7 of the Bareboat Charter and otherwise in accordance with the terms thereof.

8	SUBORDINATION
8.1	Subordination of rights of Guarantor
---	---

(a)	claim, or in a bankruptcy of that Relevant Person prove for, any amount payable to the Guarantor by that Relevant Person, whether in respect of this Guarantee or any other transaction;
(b)	take or enforce any Security Interest for any such amount;
---	---
(c)	claim to set-off any such amount against any amount payable by the Guarantor to that Relevant Person; or
---	---
(d)	claim any subrogation or other right in respect of any Leasing Document or any sum received or recovered by the Owner under such Leasing Document.
---	---
9	ENFORCEMENT
---	---
9.1	No requirement to commence proceedings against other Relevant Person
---	---

9.2	Conclusive evidence of certain matters

However, as against the Guarantor:

(a)	any final and unappealable judgment or order of a court in England or any Relevant Jurisdiction or award of an arbitration tribunal in London in connection with the Bareboat Charter or any other Leasing<br> Document; and
(b)	any statement or admission of any other Relevant Person in connection with the Bareboat Charter or any other Leasing Document, shall be binding and conclusive as to all matters of fact and law to which it<br> relates.
---	---
5
---
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

10	REPRESENTATIONS AND WARRANTIES
10.1	General
---	---

The Guarantor represents and warrants to the Owner as of the date of this Guarantee, each Instalment Payment Date, the Commencement Date, and on each Payment Date as follows.

10.2	Status
(a)	The Guarantor is duly incorporated and validly existing and in good standing under the laws of the Marshall Islands.
---	---
(b)	The Guarantor is not a FATCA foreign financial institution ("FFI") or a US Tax Obligor.
---	---
10.3	Corporate power
---	---

The Guarantor has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:

(a)	to execute this Guarantee or any other Leasing Document to which it is a party; and
(b)	to make all the payments contemplated by, and to comply with, this Guarantee or any other Leasing Document to which it is a party.
---	---
10.4	Consents in force
---	---

All the capacities, actions and consents referred to in Clause 10.3 (Corporate power) remain in full force and nothing has occurred which makes any of them liable to revocation.

10.5	No conflicts

The execution by the Guarantor of the Leasing Documents to which it is a party and its compliance with this Guarantee will not involve or lead to a contravention of:

(a)	any law or regulation applicable to it; or
(b)	the constitutional documents of the Guarantor; or
---	---
(c)	any contractual or other obligation or restriction which is binding on the Guarantor or any of its assets.
---	---
10.6	Legal, valid and binding obligations
---	---

6
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

10.7	Governing law

10.8	Immunity

10.9	Pari passu ranking

10.10	Legal or administrative action

10.11	No insolvency

10.12	Tax obligor and place of business

The Guarantor is not a US Tax Obligor, and has not established a place of business in the United Kingdom or the United States of America.

10.13	No withholding taxes

10.14	Taxes paid

The Guarantor has paid all taxes applicable to, or imposed on or in relation to it, its business or except for those being contested in good faith with adequate reserves.

10.15	No default

No Termination Event has occurred nor is continuing or might reasonably be expected to result from the entry into and performance of this Guarantee or any other Leasing Document.

7
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

10.16	Information

10.17	No litigation

10.18	Sanctions
(a)	No Relevant Person, nor any of their respective directors, officers, or employees, is a Prohibited Person.
---	---
(b)	Each Relevant Person, and their respective directors, officers, and employees is in compliance with all Sanctions laws, and none of them have been or are currently being investigated on compliance with<br> Sanctions, they have not received notice or are aware of any claim, action, suit or proceeding against any of them with respect to Sanctions and they have not taken any action to evade the application of Sanctions.
---	---
(c)	No Relevant Person is in breach of any Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws and, to the extent required by applicable law, has instituted and maintained<br> systems, controls, policies and procedures designed to:
---	---
(i)	prevent and detect incidences of bribery and corruption, money laundering and terrorism financing; and
---	---
(ii)	promote and achieve compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws including, but not limited to, ensuring thorough and accurate books and records, and<br> utilization of best efforts to ensure that Affiliates acting on behalf of a Relevant Person shall act in compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws.
---	---
10.19	Environmental Laws
---	---

10.20	Environmental Claim

No Environmental Claim has been made against any Relevant Person or otherwise in connection with the Vessel which is either (i) in excess of US$1,900,000 or (ii) has or is reasonably likely to have a Material Adverse Effect.

8
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

10.21	Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred which has or is reasonably likely to have a Material Adverse Effect.

10.22	Status of the Guarantor
(a)	Save for as permitted under the Bareboat Charter, the shares of the Guarantor are traded on the New York Stock Exchange or NASDAQ or Over the Counter (OTC); and
---	---
(b)	the Guarantor is an entity reporting with the U.S. Securities and Exchange Commission.
---	---
11	UNDERTAKINGS
---	---
11.1	General
---	---

The Guarantor undertakes with the Owner to comply with the following provisions of this Clause 11 (Undertakings) at all times during the Security Period, except as the Owner may otherwise permit (and to the extent that the Guarantor is required to procure or ensure compliance with any undertaking under this Clause 11 (Undertakings) by any Other Charterer which is not directly owned by the Guarantor, the Guarantor is only required to use its best endeavours to procure or ensure such compliance).

11.2	Information provided to be accurate

11.3	Provision of financial statements

The Guarantor will send to the Owner:

(a)	as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of the Guarantor, the audited consolidated annual financial statement accounts of the<br> Guarantor for that financial year; and
(b)	as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the semi-annual consolidated unaudited accounts of the Guarantor for that half-year certified as to their<br> correctness by at least one officer of the Guarantor.
---	---
11.4	Form of financial statements
---	---

All accounts (audited and unaudited) delivered under Clause 11.3 (Provision of financial statements) will:

(a)	be prepared in accordance with all applicable laws and generally accepted accounting principles in the United States consistently applied;
(b)	give a true and fair view of (in respect of the audited accounts) or fairly representing (in the case of the management accounts) the state of affairs of the Group at the date of those accounts and of their<br> profit for the period to which those accounts relate;
---	---
9
---
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

(c)	fully disclose or provide for all significant liabilities of the Group; and
(d)	If not in the English language, be accompanied by an English translation duly certified as to its correctness.
---	---
11.5	Shareholder and creditor notices
---	---

The Guarantor will send the Owner, upon its request, copies of all communications which are despatched to the Guarantor's shareholders or creditors or any class of them.

11.6	Consents

11.7	Valid obligations

The Guarantor will at its own cost, and will procure that each other Relevant Person will:

(a)	do all that such Relevant Person reasonably can to ensure that any Leasing Document to which such Relevant Person is a party validly creates the obligations and the Security Interests which such Relevant<br> Person purports to create; and
(b)	without limiting the generality of paragraph (a), promptly register, file, record or enrol any Leasing Document to which such Relevant Person is a party with any court or authority in all Relevant<br> Jurisdictions, pay any stamp duty, registration or similar tax in all Relevant Jurisdictions in respect of any Leasing Document to which such Relevant Person is a party, give any notice or take any other step which, is or has become<br> necessary or desirable for any such Leasing Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which such Relevant Person creates.
---	---
11.8	Notification of legal or administrative action
---	---

11.9	Notification of damage or default

The Guarantor:

(a)	will, and will procure that each other Relevant Person will, notify the Owner immediately of the occurrence of any damage and/or alteration caused to the Vessel by any reason whatsoever which results, or may<br> be expected to result, in repairs on the Vessel which exceed US$1,900,000; and
(b)	will, and will procure that each other Relevant Person will, notify the Owner immediately of the occurrence of any Termination Event, and will keep the Owner fully up-to-date with all developments and the<br> Guarantor will, if so requested by the Owner, provide any such certificate signed by its authorised signatory, confirming that there exists no Termination Event.
---	---
10
---
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

11.10	Additional information

(a)	to themselves and/or the Vessel (including, but not limited to the condition, location and employment status of the Vessel); or
(b)	to any other matter relevant to, or to any provision of any Leasing Document to which it is a party,
---	---

11.11	Compliance with operational laws

11.12	Compliance with other laws
(a)	The Guarantor shall comply, and shall procure that each other Relevant Person will, comply with all applicable laws and regulations in respect of Sanctions, and in particular, the Charterers shall effect and<br> maintain a sanctions compliance policy to ensure compliance with all such laws and regulations implemented from time to time.
---	---
(b)	The Guarantor:
---	---
(i)	shall, and shall procure that each other Relevant Person will, promptly notify the Owner of any non-compliance by any Relevant Person or their respective officers, directors, or employees with all laws and<br> regulations relating to Sanctions, (including but not limited to notifying the Owner in writing immediately upon being aware that any Relevant Person or their respective shareholders, directors, officers or employees is a Prohibited Person<br> or has otherwise become a target of Sanctions) as well as provide all information in relation to its business and operations which may be relevant for the purposes of ascertaining whether any of the aforesaid parties are in compliance with<br> such laws.
---	---
(ii)	shall, and will procure that each other Relevant Person will, promptly notify the Owner of any non-compliance by any Relevant Person or their respective officers, directors, or employees with all laws and<br> regulations relating to Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws as well as provide all information (once available) in relation to its business and operations which may be relevant for the<br> purposes of ascertaining whether any of the aforesaid parties are in compliance with such laws.
---	---
11
---
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

(c)	The Guarantor shall procure that the Vessel shall not be employed, operated or managed in any manner which (i) is contrary to any Sanctions and in particular, the Vessel is not<br> used by or to benefit any party which is a target of Sanctions or trade to any area or country where trading the Vessel to such area or country would constitute a breach of any Sanctions or published boycotts imposed by any of the United<br> Nations, the European Union, the United States of America, the United Kingdom or the People's Republic of China (provided that operation or use of the Vessel by the Initial Sub-charterer pursuant to the Initial Sub-charter shall not in any<br> case be deemed to be in breach or contrary to any published boycotts or sanctions imposed by the People's Republic of China) or (ii) would trigger the operation of any sanctions limitation or exclusion clause in any insurance documentation.
(d)	The Guarantor shall, and shall procure that each other Relevant Person and their respective officers, directors and employees, will:
---	---
(i)	conduct its business in compliance with all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;
---	---
(ii)	maintain systems, controls, policies and procedures designed to promote and achieve ongoing compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws; and
---	---
(iii)	in respect of the Charterers, not use, or permit or authorize any person to directly or indirectly use, the Financing Amount for any purpose that would breach any Anti-Money Laundering Laws, Anti-Terrorism<br> Financing Laws and/or Business Ethics Laws;
---	---
(iv)	not lend, invest, contribute or otherwise make available the Financing Amount to or for any other person in a manner which would result in a violation of Anti-Money Laundering Laws, Anti-Terrorism Financing<br> Laws and/or Business Ethics Laws.
---	---
11.13	No Security Interests
---	---

The Guarantor shall not, and shall procure that each other Relevant Person (in the case of any Other Charterer which is not directly owned by the Guarantor, on a best endeavour basis) will not create, assume or permit to exist any Security Interest (other than any Permitted Security Interest) of any kind upon any Leasing Document to which such Relevant Person is a party, and if applicable, the Vessel.

11.14	Financial covenants
(a)	The Guarantor shall ensure that, at any time during the Security Period but following the date on which the Initial Sub-charter (or any Approved Subsequent Sub-Charter materially on the same terms as the<br> Initial Sub-charter) is cancelled, repudiated, rescinded or terminated, the Guarantor's Leverage Ratio shall not be more than eighty per cent (80%).
---	---
(b)	The Guarantor shall ensure that all time during the Security Period as from the Commencement Date the Liquid Funds divided by the number of the Fleet Vessels shall not be less than US$440,000.
---	---

In this Guarantee:

12
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

"Leverage Ratio" means, at any date, the ratio (expressed as a percentage) of:

(a)	the Total Net Debt; and
(b)	the aggregate Market Value of all Fleet Vessels adjusted, in each case, to reflect the percentage of ownership by the Guarantor of each such Fleet Vessel.
---	---

"Market Value" means, in relation to any Fleet Vessel,

(a)	prior to the occurrence of a Termination Event which is continuing, a valuation prepared:
(i)	in Dollars;
---	---
(ii)	on a date no earlier than fifteen (15) days prior to the relevant date of valuation;
---	---
(iii)	with or without physical inspection of that Vessel; and
---	---
(iv)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment, and<br> such valuation shall be prepared by an Approved Valuer nominated by the Charterer.
---	---
(b)	upon the occurrence of a Termination Event which is continuing,
---	---
(i)	subject to sub-paragraph (ii) below, the arithmetic mean of the valuations shown by two (2) valuation reports prepared:
---	---
(A)	in Dollars;
---	---
(B)	on a date no earlier than fifteen (15) days prior to the relevant date of valuation;
---	---
(C)	with or without physical inspection of that Vessel;
---	---
(D)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment, and<br> such valuation shall be prepared by Approved Valuers nominated by the Owner.
---	---
13
---
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

(ii)	if there is a discrepancy of five per cent. (5%) or more between the market valuations shown on the two valuation reports obtained pursuant to the above paragraph (using the lower valuation figure as the<br> denominator), the arithmetic mean of the valuations shown by three (3) valuation reports each prepared on the same terms and conditions as set out under paragraph (b) above.

"US GAAP" means the generally accepted accounting principles in the United States.

11.15	Compliance Certificate

11.16	Negative Pledge

The Guarantor shall:

(a)	procure that the Charterers will not create or permit to arise any Security Interest over any of its assets present or future except for the Permitted Security Interests; and
(b)	procure that its liabilities under this Guarantee will rank at least pari passu with all its other present and future unsecured liabilities, except for liabilities which are mandatorily preferred by law.
---	---
11.17	No disposal of assets, change of business
---	---

The Guarantor will not, and shall (at all times) procure that no other Relevant Person shall:

(a)	transfer, lease or otherwise dispose of all or a substantial part of their respective assets (or any of their assets, in the case of the Charterer), whether by one transaction or a number of transactions,<br> whether related or not except in the usual course of their respective trading operations, other than the Charterers Disposal made in accordance with the Bareboat Charter; or
14
---
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

(b)	make any substantial change (or any change, in the case of the Charterer) to the nature of their respective business or corporate structure from that existing as at the date of this Guarantee.
11.18	No merger etc
---	---

Other than the Charterers Disposal made in accordance with the Bareboat Charter, the Guarantor shall not enter into any form of merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control unless the Guarantor remains as the surviving entity after such merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control and Clause 11.14 (Financial Covenants) has been complied with.

11.19	FATCA

The Guarantor shall not, and shall procure that no Relevant Person will become a FATCA FFI or US Tax Obligor.

11.20	No payment of dividend

12 JUDGMENTS AND CURRENCY INDEMNITY

12.1	Judgments relating to Bareboat Charter and other Leasing Documents

This Guarantee shall cover any amount payable by any other Relevant Person under or in connection with any judgment or award relating to the Bareboat Charter and any other Leasing Document.

12.2	Currency indemnity

(a)	making or lodging any claim or proof against the Guarantor, whether in its liquidation, any arrangement involving it or otherwise; or
(b)	obtaining an order, judgment or award from any court or other tribunal; or
---	---
(c)	enforcing any such order, judgment or award;
---	---

15
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

13	SUPPLEMENTAL
13.1	Continuing guarantee
---	---

This Guarantee shall remain in force as a continuing security interest at all times during the Security Period.

13.2	Rights cumulative, non-exclusive

13.3	No impairment of rights under Guarantee

If the Owner omits to exercise, delays in exercising or invalidly exercises any of its rights under this Guarantee, that shall not impair that or any other right of the Owner under this Guarantee.

13.4	Severability of provisions

13.5	Guarantee not affected by other Security Interests

13.6	Guarantor bound by Bareboat Charter and other Leasing Documents

13.7	Applicability of provisions of Guarantee to other rights

13.8	Third party rights

16
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

13.9	Counterpart

This Guarantee may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Guarantee.

13.10	FATCA Information
(a)	Subject to paragraph (c) below, each Party shall, on the date of the Bareboat Charter, and thereafter within ten (10) Business Days of a reasonable request by the other Party:
---	---
(i)	confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and
---	---
(ii)	supply to the requesting party (with a copy to all other relevant parties) such other form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any other<br> documentation and other information relating to its status under FATCA (including its applicable "pass thru percentage" or other information required under FATCA or other official guidance including intergovernmental agreements) as the<br> requesting party reasonably requests for the purpose of the requesting party's compliance with FATCA.
---	---
(b)	If a Party confirms to any other Party that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 showing that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has<br> ceased to be a FATCA Exempt Party, or that the said form provided has ceased to be correct or valid, that party shall so notify all other relevant parties or provide the relevant revised form, as applicable, reasonably promptly.
---	---
(c)	Nothing in this Clause shall oblige a Party to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of that party, any fiduciary duty or any<br> duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that nothing in this paragraph shall excuse a Party from providing a true, complete<br> and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such<br> party for purposes of this paragraph.
---	---
(d)	If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with the provisions of this Charter or the provided information is insufficient under<br> FATCA, then:
---	---
(i)	if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of this Charter and the Leasing Documents as if it is a FATCA Non-Exempt<br> Party; and
---	---
(ii)	if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of this Charter and the Leasing Documents (and payments made thereunder) as if its<br> applicable passthru percentage is 100%, until (in each case) such time as the party in question provides sufficient confirmation, forms, documentation or other information to establish the relevant facts.
---	---
17
---
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

14	ASSIGNMENT
14.1	Assignment by Owner
---	---

Clause 65 (Assignment and Transfer) of the Bareboat Charter shall apply to this Guarantee as if they were expressly incorporated herein with any necessary modifications including the references to "the Charterers" therein shall be references to "the Guarantor" when applied herein and references to "the Leasing Document" and "this Charter" therein shall be references to "this Guarantee" when applied herein.

14.2	Assignment by Guarantor

The Guarantor may not assign any of its rights or transfer any of its rights or obligations under this Guarantee.

15	NOTICES
15.1	Notices to Guarantor
---	---

Any notice or demand to the Guarantor under or in connection with this Guarantee shall be given by letter or email at:

Rubico Inc.

20, Iouliou Kaisara Str., 19002 Paiania, Athens-Greece

Attention: Nikolaos Papastratis

Email: npapastratis@rubicoinc.com

Tel: +30 210 8128126

or to such other address or email address which the Guarantor may notify to the Owner.

15.2	Validity of demands

A demand under this Guarantee shall be valid notwithstanding that it is served:

(a)	on the date on which the amount to which it relates is payable by the Relevant Person under the Leasing Document to which it is a party;
(b)	at the same time as the service of a notice under clause 45 (Notice) of the Bareboat Charter; and a demand under this Guarantee shall (i)<br> be in writing; (ii) be signed by a duly authorised officer of the Owner and delivered to the Guarantor pursuant to the provisions under this Guarantee; (iii) make reference to this Guarantee; (iv) specifically identify the Charterer or any<br> other Relevant Person and the guaranteed obligations to be paid and/or performed (as the case may be); and (v) set forth payment instructions in respect of any amount or amounts payable to the Owner.
---	---
15.3	Notices to Owner
---	---

Any notice to the Owner under or in connection with this Guarantee shall be sent to the same address and in the same manner as notices to the Owner under clause 45 (Notice) of the Bareboat Charter.

18
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

16	INVALIDITY OF BAREBOAT CHARTER
16.1	Invalidity of Bareboat Charter or other Leasing Documents
---	---

In the event of:

(a)	the Bareboat Charter or any other Leasing Document now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever,<br> whether of a similar kind or not; or
(b)	without limiting the scope of paragraph (a), a bankruptcy of the Relevant Person party thereto, the introduction of any law or any other matter resulting in that Relevant Person being discharged from<br> liability under the Bareboat Charter or other Leasing Document, or the Bareboat Charter or other Leasing Document ceasing to operate (for example, by interest ceasing to accrue);
---	---

17	INCORPORATION OF BAREBOAT CHARTER PROVISIONS
17.1	The following provisions of the Bareboat Charter apply to this Guarantee as if they were expressly incorporated therein with any necessary modifications:
---	---

clause 44 (No waiver of rights);

clause 56 (no set-off or tax deduction);

clause 58 (confidentiality); and

clause 60 (partial invalidity).

17.2	Clause 17 (Incorporation of Bareboat Charter provisions) is without prejudice to the application to this Guarantee of any provision of the Bareboat Charter which, by<br> its terms, applies or relates to this Guarantee.
18	GOVERNING LAW AND ENFORCEMENT
---	---
18.1	Governing law
---	---

This Guarantee and any non-contractual obligations arising out of or in connection with it are governed by English law.

19
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

18.2	Arbitration
(a)	Any dispute arising out of or in connection with this Guarantee (including a dispute regarding the existence, validity or termination of this Guarantee or any non-contractual obligation arising out of or in<br> connection with this Guarantee) (a "Dispute") shall be referred to and finally resolved by arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or<br> re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause 18 (Governing law and enforcement). The arbitration shall be conducted in accordance with the London<br> Maritime Arbitrators Association ("LMAA") Terms current at the time when the arbitration proceedings are commenced.
---	---
(b)	The reference shall be to three arbitrators, one to be appointed by each Party and the third, by the two so appointed. A party wishing to refer a Dispute to arbitration shall appoint its arbitrator (who shall<br> be either a full member of the LMAA, or a practising barrister of King's Counsel who is also a member of the Commercial Bar Association, or a retired High Court Judge practising as an arbitrator, in each case who carries on business in<br> London) and shall send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole<br> arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days<br> 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<br> arbitrator shall be binding on both parties as if he or she 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. If the<br> two arbitrators so appointed are unable to agree on the appointment of the third arbitrator within seven (7) days after the appointment of the second arbitrator, they or either of them may by written notice request the President of the LMAA<br> to appoint the third arbitrator within fourteen (14) days of such request.
---	---
(c)	Where the reference is to three arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.
---	---
(d)	The language of the arbitration shall be English.
---	---
(e)	In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims<br> Procedure current at the time when the arbitration proceedings are commenced.
---	---

IN WITNESS WHEREOF this GUARANTEE has been executed as a DEED and delivered on the date stated at the beginning of this GUARANTEE.

20
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

SCHEDULE 1

    FORM OF COMPLIANCE CERTIFICATE

To:

TIANJIN JINHAI SANSHISI LEASING CO., LTD.

(天津津海三十四租赁有限公司)

From:

RUBICO INC.

Date:

Guarantee dated _______________ (the "Guarantee") in respect of a bareboat charter for the 47,499DWT Chemical/Product Oil Tanker having builder’s hull no. 25110062

Dear Sirs

1	We refer to the Guarantee. This is a Compliance Certificate. Terms defined in the Guarantee have the same meaning when used in this Compliance Certificate unless given a difference meaning in this Compliance<br> Certificate.
2	We confirm that, as at the date hereof, no Termination Event has occurred and is continuing which has not been waived or remedied at the date hereof or if that is not the case, specifying the same and the<br> steps, if any, being taken to remedy the same.
---	---
3	We confirm compliance with the financial covenants set out in Clause 11.14 (Financial covenants) for the [6-month period][financial year] ending on [●].
---	---
4	We now certify that, on the basis of the calculations appended to this Certificate, as at [●]:
---	---
(a)	the Leverage Ratio is [●] per cent. ([●]%), which does not exceed 80 per cent (80%); and
---	---
(b)	the Liquid Funds is [●], which is not less than US$440,000.
---	---

Yours faithfully

Signed:

Co-Chief Financial Officer of

RUBICO INC.

21
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

EXECUTION PAGE

GUARANTOR
EXECUTED AS A DEED	)
by RUBICO INC.	)
acting by	)
being an attorney-in-fact	)
in the presence of:	)
	)
	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)
OWNER
---	---	---
EXECUTED and DELIVERED as a DEED	)
by TIANJIN JINHAI SANSHISI	)
LEASING CO., LTD.	)
(天津津海三十四租赁有限公司)	)
acting by	)
being legal representative	)
in the presence of:	)	Name:
	)
	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)
22
---
ABCFL CM – Guarantee (Rubico)
hull no. 25110062
SINGAPORE/92311983v1

Exhibit 8.1

Name of Subsidiary	Place of Incorporation
Roman Empire Inc.	Marshall Islands
Athenean Empire Inc.	Marshall Islands
Roman Shark IX Inc.	Marshall Islands

Exhibit 11.1

RUBICO INC.

CORPORATE CODE OF BUSINESS ETHICS

AND CONDUCT

1, VASILISSIS SOFIAS STR. & MEGALOU ALEXANDROU STR., GR 15124 ATHENS,

GREECE TEL: +30-210-8128107 FAX: +30-210-8056-441

TABLE OF CONTENTS

TITLE		PAGE
1.	Compliance with Laws, Rules and Regulations	3
2.	Honest and Fair Dealing	3
3.	Conflict of Interest and Corporate Opportunity	3
4.	Confidentiality and Privacy	3
5.	Proper Use of Company Assets	4
6.	Corporate communications policy	4
7.	Securities Trading	4
8.	Drugs and Alcohol	5
9.	Diversity Policy	5
10.	Electronic communication	7
11.	Integrity of Corporate Records	7
12.	Entertainment, Gifts, Payments and Bribery	8
13.	Compliance with Anti-Trust Laws	8
14.	Health, Safety and Environmental Protection	8
Page 2 of 8
---

1.	Compliance with Laws, Rules and Regulations

All Employees are responsible for complying with the various laws, rules and regulations of the countries and regulatory authorities that affect the Company’s business. Questions with respect to your duties under the law should be directed to your manager.

2.	Honest and Fair Dealing

Employees must endeavor to deal honestly, ethically and fairly with the Company’s customers, suppliers, competitors and employees. No Employee should take unfair advantage of anyone through manipulation, concealment, abuse of privilege information, misrepresentation of material facts, or any other unfair-dealing practice.

3.	Conflict of Interest and Corporate Opportunity

Employees must (a) avoid any interest that conflicts or appears to conflict with the interests of the Company or that could reasonably be determined to harm the Company’s reputation and (b) report any actual or potential conflict of interest (including any material transaction or relationship that reasonably could be expected to give rise to such conflict) immediately to a manager or an Audit Committee member and adhere to instructions concerning how to address such conflict of interest. A conflict of interest exists if actions by any Employee are, or could reasonably appear to be, influenced directly or indirectly by personal considerations, duties owed to persons or entities other than the Company, or by actual or potential personal benefit or gain.

Employees owe a duty to advance the legitimate interests of the Company when the opportunities to do so arise. Employees may not take for themselves personally opportunities that are discovered through the use of corporate property, information or position.

4.	Confidentiality and Privacy

It is important that you protect the confidentiality of Company information. Employees may have access to proprietary and confidential information concerning the Company’s business, clients and suppliers. Confidential information includes such items as non-public information concerning the Company’s business, financial results and prospects and potential corporate transactions. Employees are required to keep such information confidential during employment as well as thereafter, and not to use, disclose, or communicate that confidential information other than in the course of employment. The consequences to the Company and the Employee concerned can be severe where there is unauthorized disclosure of any non-public, privileged or proprietary information.

To ensure the confidentiality of any personal information collected and to comply with applicable laws, any Employee in possession of non-public, personal information about the Company’s customers, potential customers, or Employees, must maintain the highest degree of confidentiality and must not disclose any personal information.

Page 3 of 8

5.	Proper Use of Company Assets

The Company’s assets are only to be used for legitimate business purposes and only by authorized Employees or their designees. This applies to tangible assets (such as office equipment, telephone, copy machines, etc.) and intangible assets (such as trade secrets and confidential information). Employees have a responsibility to protect the Company’s assets from theft and loss and to ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. If you become aware of theft, waste or misuse of the Company’s assets you should report this to your manager.

6.	Corporate communications policy

Only certain designated Employees may discuss the Company with the news media, securities analysts and investors. All inquiries from regulatory authorities or government representatives should be referred to the appropriate manager. Employees exposed to media contact when in the course of employment must not comment on rumors or speculation regarding the Company’s activities.

7.	Securities Trading

Because we are a public company we are subject to a number of laws concerning the purchase of our shares and other publicly traded securities. Company policy prohibits Employees and their family members from trading securities while in possession of material, non-public information relating to the Company or any other company, including a customer or supplier that has a significant relationship with the Company.

Information is “material” when there is a substantial likelihood that a reasonable investor would consider the information important in deciding whether to buy, hold or sell securities. In short, any information that could reasonably affect the price of securities is material. Information is considered to be “public” only when it has been released to the public through appropriate channels and enough time has elapsed to permit the investment market to absorb and evaluate the information. If you have any doubt as to whether you possess material nonpublic information, you should contact a manager and the advice of legal counsel may be sought.

Page 4 of 8

Investment by Employees in Rubico Inc securities is encouraged. In order to protect the Company and its Employees from liability that could result from a violation of legal requirements, the Company requires Employees to engage in purchases or sales of the Company’s stock only during “Window Periods”. Window Periods begin at the opening of trading on the second full trading day following the public release of quarterly or annual financial results. In case the release is announced before the opening of the market, then this day to be accounted for. Window Periods end three (3) calendar weeks prior to the public release of quarterly or annual financial results. No person may buy or sell Rubico Inc securities, even during Window Periods, if such person is in possession of material, non-public information.

At any time, the Board of Directors has authority to designate a “blackout period” over all trading in Rubico Inc securities (even during a Window Period). A blackout period compels all trading in the securities affected to cease immediately for the period designated by the Board of Directors. A blackout period may be exercised over securities of companies with which the Company does or may do business or in which the Company invests or may invest. No one may disclose to any outside third party that a blackout period has been designated.

Failure to comply with the Company’s securities trading policy may subject Employees or Employees’ family members to criminal or civil penalties, as well as to disciplinary action by the Company up to and including termination for cause. Responsibility for complying with applicable laws as well as the Company’s policy rests with Employees individually.

8.	Drugs and Alcohol

Company policy prohibits the illegal use, sale, purchase, transfer, possession or consumption of controlled substances, other than medically prescribed drugs, while on the Company premises. Company policy also prohibits the use, sale, purchase, transfer or possession of alcoholic beverages by Employees while on Company premises, except as authorized by the Company. This policy requires that the company must abide by applicable laws and regulations relative to the use of alcohol or other controlled substances. The Company, in its discretion, reserves the right to randomly test Employees for the use of alcohol or other controlled substances unless prohibited by prevailing local law.

9.	Diversity Policy

At Rubico Inc, we are committed to fostering an inclusive and diverse workplace environment that respects and values individuals from all backgrounds, cultures, perspectives, and abilities. We believe that embracing diversity enriches our company and enhances our ability to innovate, adapt, and succeed in an ever-changing global marketplace. This section of our Corporate Code of Business Ethics outlines our dedication to promoting diversity, preventing discrimination, and ensuring equal opportunities for all employees.

Page 5 of 8

a.	Non-Discrimination Policy:

We strictly prohibit discrimination and harassment based on race, color, religion, gender, gender identity or expression, sexual orientation, national origin, genetics, age, disability, veteran status, or any other protected characteristic under applicable laws. All employees, regardless of their position or level within the company, are expected to treat one another with respect and dignity, fostering an inclusive work environment.

b.	Equal Employment Opportunity:

We are committed to providing equal employment opportunities to all individuals. Our hiring, promotion, training, compensation, and other employment-related decisions are based on merit, qualifications, and abilities. We ensure that every employee has an equal opportunity to contribute to our success and advance within the organization.

c.	Inclusive Workplace Culture:

We promote a culture of inclusivity where every employee feels valued, respected, and empowered to voice their ideas and perspectives. We strive to create an environment that encourages open dialogue, collaboration, and the free exchange of diverse opinions. We encourage the participation and engagement of employees from all backgrounds, fostering an inclusive and diverse workforce.

d.	Accommodation for Disabilities:

We are committed to providing reasonable accommodations to employees with disabilities, ensuring that they can fully participate in all aspects of their employment. We comply with all applicable disability laws and regulations, and we encourage employees to communicate their needs so that we can provide appropriate accommodations.

e.	Supplier and Partner Diversity:

We actively seek to engage and support diverse suppliers, vendors, and business partners. We value the benefits of working with a wide range of suppliers and partners who bring unique perspectives and experiences to our business relationships. We aim to create a supply chain that reflects the diversity of the communities in which we operate.

f.	Diversity Training and Education:

We provide regular training and educational programs to foster awareness, understanding, and appreciation for diversity among our employees. We aim to develop cultural competency and provide resources that promote diversity, inclusion, and equity within our workplace.

Page 6 of 8

g.	Reporting and Compliance:

We maintain a system for employees to report any concerns or incidents related to discrimination,harassment, or any violations of our diversity policies. We investigate all reported incidents promptly and impartially, taking appropriate disciplinary action when necessary. We ensure confidentiality and non-retaliation for individuals who come forward with concerns or reports. By adhering to this Diversity Section of our Corporate Code of Business Ethics, we demonstrate our commitment to creating an inclusive and diverse workplace that celebrates and harnesses the power of individual differences. We believe that embracing diversity strengthens our organization, fosters innovation, and positions us for long-term success.

10.	Electronic communication

Electronic communications include all aspects of voice, video, and data communications, such as voice mail, e-mail, fax, and Internet. Employees should use electronic communications for business purposes and refrain from personal use. Among other things, you should not participate in any online forum where the business of the Company or its customers or suppliers is discussed: this may give rise to a violation of the Company’s confidentiality policy or subject the Company to legal action for defamation. The Company reserves the right to inspect all electronic communications involving the use of the Company’s equipment, software, systems, or other facilities (“Systems”) within the confines of applicable local law and Employees should not have an expectation of privacy when using Company Systems.

11.	Integrity of Corporate Records

All business records, expense accounts, vouchers, bills, payrolls, service records, reports to government agencies and other reports must accurately reflect the facts. Without limiting the foregoing, all reports and documents filed with the U.S. Securities and Exchange Commission, as well as other public communications should be full, fair, accurate and understandable.

The books and records of Rubico Inc. must be prepared with care and honesty and must accurately reflect our transactions. All corporate funds and assets must be recorded in accordance with Company procedures. No undisclosed or unrecorded funds or assets shall be established for any purpose.

The Company’s accounting personnel must provide the independent public accountants and the Audit Committee with all information they request. Employees must not, and must not direct others to, take any action to fraudulently influence, coerce, manipulate or mislead independent public accountants engaged in the audit or review of the Company’s financial statements for the purpose of rendering those financial statements materially misleading.

Page 7 of 8

12.	Entertainment, Gifts, Payments and Bribery

Decisions by the Company and its agents relating to the procurement and provision of goods and services should always be free from even a perception that favorable treatment was sought, received or given as the result of furnishing or receiving gift, favors, hospitality, entertainment or other similar gratuity. The giving or receiving of anything of value to induce such decisions is prohibited. You should never solicit a gift or favor from those with whom we do business. Providing or receiving gifts or entertainment of nominal value motivated by commonly accepted business courtesies is permissible, but not if such gifts or entertainment would reasonably be expect to cause favoritism or a sense of obligation.

No bribes or other similar payments and benefits, directly or indirectly, shall be paid to employees of suppliers or customers.

13.	Compliance with Anti-Trust Laws

The Company’s business may be subject to United States, European Union and other foreign government anti-trust and similar laws. All Employees must comply with such laws and you should confer with your manager whenever you have a question with respect to the possible anti-competitive effect of particular transactions.

14.	Health, Safety and Environmental Protection

The Company will conduct its business in a manner designed to protect the health and safety of its Employees, its customers, the public, and the environment. The Company’s policy is to operate its business and its vessels in accordance with all applicable safety, environmental and safety laws and regulations so as to ensure the protection of the environment and the Company’s personnel and property. All Employees should conduct themselves in a manner that is consistent with this policy. Any departure or suspected departure from this policy must be reported promptly.

All Employees are expected to comply with the Company’s policy and ethical requirements as hereinabove described. Failure to do so shall result in the Company imposing such disciplinary measures as it, in its sole discretion, may deem fit, up to and including termination of employment for cause, in accordance with the applicable local laws.

Page 8 of 8

Exhibit 12.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kalliopi Ornithopoulou, certify that:

I have reviewed this annual report on Form 20-F of Rubico Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [Intentionally omitted in accordance with Exchange Act Rules 13a-14(a) and 15d-14(a)];

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: March 20, 2026
/s/ Kalliopi Ornithopoulou
Kalliopi Ornithopoulou
Chief Executive Officer (Principal Executive Officer)

Exhibit 12.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nikolaos Papastratis, certify that:

I have reviewed this annual report on Form 20-F of Rubico Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(b) [Intentionally omitted in accordance with Exchange Act Rules 13a-14(a) and 15d-14(a)];

The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: March 20, 2026
/s/ Nikolaos Papastratis
Nikolaos Papastratis
Chief Financial Officer (Principal Financial Officer)

Exhibit 13.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Rubico Inc. (the “Company”) on Form 20-F for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Kalliopi Ornithopoulou, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: March 20, 2026
/s/ Kalliopi Ornithopoulou
Kalliopi Ornithopoulou
Chief Executive Officer (Principal Executive Officer)

Exhibit 13.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Rubico Inc. (the “Company”) on Form 20-F for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Nikolaos Papastratis, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: March 20, 2026
/s/ Nikolaos Papastratis
Nikolaos Papastratis
Chief Financial Officer (Principal Financial Officer)

Exhibit 97.1

RUBICO INC.

Policy for the Recovery of Erroneously Awarded Incentive Compensation

Adopted Date: June 23, 2025

1.	Introduction

The Board of Directors (the “Board”) of Rubico Inc. (the “Company”) has adopted this policy (the “Policy”), which provides for recoupment, otherwise referred to as “clawback,” of certain Erroneously Awarded Incentive Compensation from Covered Executives in the event of an Accounting Restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws.

This Policy is designed to comply with Section 10D, as implemented by Rule 10D-1, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is made in accordance with the applicable listing rules (the “Nasdaq Rules”) of the Nasdaq Stock Market (“Nasdaq”).

2.	Covered Executives

This Policy applies to each individual who is (i) a current or former executive officer, as determined by the Committee in accordance with Section 10D and Rule 10D-1 of the Exchange Act and the Nasdaq Rules; (ii) a current or former employee who is classified by the Committee as an executive officer of the Company, which includes without limitation any of the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), vice president in charge of a principal business unit, division or function (such as sales, administration or finance), and any other person who performs policy-making functions for the Company (including executive officers of a parent or subsidiary if they perform policy-making functions for the Company); and (iii) an employee who may from time to time be deemed subject to this Policy by the Committee (“Covered Executives”). For the avoidance of doubt, the identification of an executive officer for purposes of this Policy shall include each executive officer who is or was identified pursuant to Item 401(b) of Regulation S-K or Item 6.A of Form 20-F, as applicable.

This Policy shall be binding and enforceable against all Covered Executives, as described herein, and, to the extent required by applicable law or guidance from the United States Securities and Exchange Commission (the “SEC”) or Nasdaq, Covered Executives’ beneficiaries, heirs, executors, administrators or other legal representatives.

3.	Recovery of Erroneously Awarded Incentive Compensation

In the event the Company is required to prepare an Accounting Restatement of its financial statements, the Compensation Committee (if composed entirely of independent directors, or in the absence of such a committee, a majority of independent directors serving on the Board) (the “Committee”) will determine the amount of Erroneously Awarded Incentive Compensation (defined below) and the Company will promptly provide each Covered Executive who received Erroneously Awarded Incentive Compensation with a written notice containing the amount of Erroneously Awarded Incentive Compensation received by such Covered Executive and shall require the forfeiture, repayment, or return, as applicable, of not less than the full amount of any Erroneously Awarded Incentive Compensation received or deemed received by any Covered Executive, except to the extent determined impracticable in Section 7 below.

(a) Cash Awards. With respect to cash awards, the Erroneously Awarded Incentive Compensation is the difference between the amount of the cash award (whether payable as a lump sum or over time) that was received and the amount that should have been received applying the restated Financial Reporting Measure.

(b) Cash Awards Paid from Bonus Pools. With respect to cash awards paid from bonus pools, the Erroneously Awarded Incentive Compensation is the pro rata portion of any deficiency that results from the aggregate bonus pool that is reduced based on applying the restated Financial Reporting Measure.

(c) Equity Awards. With respect to equity awards, if the shares, options or SARs are still held at the time of recovery, the Erroneously Awarded Incentive Compensation is the number of such securities received in excess of the number that should been received applying the restated Financial Reporting Measure (or the value in excess of that number). If the options or SARs have been exercised, but the underlying shares have not been sold, the Erroneously Awarded Incentive Compensation is the number of shares underlying the excess options or SARs (or the value thereof). If the underlying shares have already been sold, then the Committee and/or Board shall determine the amount which most reasonably estimates the Erroneously Awarded Incentive Compensation.

(d) Compensation Based on Stock Price or Total Shareholder Return. For Incentive Compensation based on (or derived from) stock price or total shareholder return, where the amount of Erroneously Awarded Incentive Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, (i) the amount shall be determined by the Committee and/or Board based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive Compensation was received; and (ii) the Committee and/or Board shall maintain documentation of such determination of that reasonable estimate and provide such documentation to the Exchange in accordance with applicable listing standards.

Incentive Compensation shall be deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if (a) the payment or grant of the Incentive Compensation to the Covered Executive occurs after the end of that period or (b) the Incentive Compensation remains contingent and subject to further conditions thereafter, such as time-based vesting.

Any recovery under this Policy shall be made reasonably promptly and in accordance with the Exchange Act and Nasdaq Rules.

4.	Incentive Compensation and Financial Reporting Measures

For purposes of this Policy:

“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement). For the avoidance of doubt, in no event will a restatement of the Company’s financial statements that is not due in whole or in part to the Company’s material noncompliance with any financial reporting requirement under applicable law (including any rule or regulation promulgated thereunder) be considered an Accounting Restatement under this Policy. For example, a restatement due exclusively to a retrospective application of any one or more of the following will not be considered an Accounting Restatement under this Policy: (i) a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provisional amounts in connection with a prior business combination (but only if the Company is an International Financial Reporting Standards (“IFRS”) filer); and (vi) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.

“Financial Reporting Measures” are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Share price and total shareholder return (and any measures that are derived wholly or in part from share price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.

“Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part on the attainment of a Financial Reporting Measure.

For purposes of this Policy, specific examples of Incentive Compensation include, but are not limited to:

(a) Non-equity incentive plan awards that are earned based, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal;

(b) Bonuses paid from a “bonus pool,” the size of which is determined, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal;

(d) Restricted stock, restricted stock units, performance share units, stock options and SARs that are granted or become vested, wholly or in part, on satisfaction of a Financial Reporting Measure performance goal; and

(e) Proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based, wholly or in part, on satisfaction of a Financial Reporting Measure performance goal.

For purposes of this Policy, Incentive Compensation excludes:

(a) Any base salaries (except with respect to any salary increases earned, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal);

(b) Bonuses paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure performance goal;

(c) Bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period;

(d) Non-equity incentive plan awards earned solely upon satisfying one or more strategic measures (e.g., consummating a merger or divestiture) or operational measures (e.g., completion of a project, [acquiring a specified number of vessels,] attainment of a certain market share); and

(e) Equity awards that vest solely based on the passage of time and/or satisfaction of one or more non-Financial Reporting Measures (e.g., a time-vested award, including time-vesting stock options or restricted share rights).

“Incentive Compensation Eligible for Recovery” means Incentive Compensation received by a Covered Executive:

(a) after beginning service as a Covered Executive;

(b) who served as a Covered Executive at any time during the performance period for the applicable Incentive Compensation (regardless of whether such individual is serving as a Covered Executive at the time the Erroneously Awarded Incentive Compensation is required to be repaid);

(c) while the Company had a class of securities listed on a national securities exchange or a national securities association;

(d) during the applicable Recovery Period; and

(e) on or after the effective date of the applicable Nasdaq Rules (i.e., October 2, 2023).

“Recovery Period” means, with respect to any Accounting Restatement, the three (3) completed fiscal years of the Company immediately preceding the Restatement Date and, if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three (3) completed fiscal years.

“Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

5.	Erroneously Awarded Incentive Compensation – Amount Subject to Recovery

The amount to be recovered will be, with respect to each Covered Executive in connection with an Accounting Restatement, the amount of the Incentive Compensation Eligible for Recovery based on the erroneous data that exceeds the Incentive Compensation Eligible for Recovery that otherwise would have been received by the Covered Executive had it been determined based on the restated results (calculated without regard to any taxes paid), as determined by the Committee (the “Erroneously Awarded Incentive Compensation”).

For Incentive Compensation based on (or derived from) stock price, total shareholder return, or similar metric where the amount of Erroneously Awarded Incentive Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price, total shareholder return, or other such metric upon which the Incentive Compensation was received. The Company shall maintain documentation of the determination of such reasonable estimate, and, if required by applicable law, regulation or Nasdaq Rule, provide the relevant documentation to Nasdaq.

The Company shall promptly provide each Covered Executive with a written notice containing the amount of any Erroneously Awarded Incentive Compensation and a demand for repayment or return of such compensation, as applicable.

6.	Method of Recovery

The Committee will determine, in its sole discretion, the method for recouping Erroneously Awarded Incentive Compensation hereunder which may include, without limitation, any of the following or combination thereof:

(a) requiring reimbursement of cash Incentive Compensation Eligible for Recovery previously paid;

(b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards;

(d) cancelling outstanding vested or unvested equity awards; and/or

(e) taking any other remedial and recovery action permitted by law, as determined by the Committee.

Except as set forth in Section 7 below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Incentive Compensation in satisfaction of a Covered Executive’s obligations hereunder. To the extent that a Covered Executive fails to repay all Erroneously Awarded Incentive Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Incentive Compensation from the applicable Covered Executive. The applicable Covered Executive shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Incentive Compensation in accordance with the immediately preceding sentence.

To the extent that the Covered Executive has already reimbursed the Company for any Erroneously Awarded Incentive Compensation received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Incentive Compensation that is subject to recovery under this Policy. To the extent that the Erroneously Awarded Incentive Compensation is recovered under a foreign recovery regime, the recovery would meet the obligations of Rule 10D-1.

7.	Impracticality

The Company shall recover any Erroneously Awarded Incentive Compensation in accordance with this Policy, unless such recovery would be duplicative of compensation recovered by the Company from the Covered Executive pursuant to Section 304 of the Sarbanes-Oxley Act or would be impracticable, as determined by the Committee in accordance with Rule 10D-1 of the Exchange Act and the Nasdaq Rules, and any of the following conditions are satisfied:

(a) The Committee has determined that the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before making this determination, the Company must make a reasonable attempt to recover the Erroneously Awarded Incentive Compensation, documented such attempt(s) and provide such documentation to Nasdaq; or

(b) Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Incentive Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation and a copy of the opinion is provided to Nasdaq; or

(c) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder.

8.	No Indemnification

The Company shall not insure or indemnify any Covered Executive against the loss of any Erroneously Awarded Incentive Compensation that is repaid, returned or recovered in accordance with the terms of this Policy, or for any claims relating to the Company’s enforcement of any of its rights under this Policy.

The Company shall not enter into any agreement or arrangement that exempts any Incentive Compensation that is granted, paid or awarded to any Covered Executive from the application of this Policy or that waives the Company’s right to recover any Incentive Compensation Eligible for Recovery, and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy). While a Covered Executive may purchase a third-party insurance policy to fund potential recovery obligations under this Policy, the Company may not pay or reimburse the Covered Executive for premiums for such an insurance policy.

9.	Other Recovery Rights

The Committee intends that this Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with a Covered Executive shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Covered Executive to abide by the terms of this Policy.

The Committee may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy.

Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.

10.	Disclosure Requirements

The Company shall file all disclosures with respect to this Policy required by applicable SEC filings and rules.

11.	Interpretation

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy, and for the Company’s compliance with Nasdaq Rules, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or Nasdaq promulgated or issued in connection therewith. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D and Rule 10D-1 of the Exchange Act and any applicable rules or standards adopted by the SEC or Nasdaq.

12.	Amendment and Termination

The Committee may amend or terminate this Policy from time to time in its discretion; provided that, no amendment or termination of this Policy shall be effective if such amendment or termination would cause the Company to violate any applicable federal securities laws, SEC rule or Nasdaq Rule.

13.	Effective Date

This Policy shall be effective as of June 23, 2025 (the “Effective Date”) and shall apply to Incentive Compensation that is approved, awarded or granted to Covered Executives on or after the Effective Date.

14.	Policy Administration

This Policy shall be administered by the Committee, and any determinations made by the Committee shall be final and binding on all affected individuals.

ANNEX A

Rubico Inc.

Policy for the Recovery of Erroneously Awarded Incentive Compensation

Acknowledgement Form

Date of event requiring this shell

For the transition period from _____ to _____

Commission file number: 001-42684

Table of Contents

Table of Contents

References in this Annual Report to our Common Shares and per share amounts, including the number of common shares issuable upon exercise of warrants and the

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Unless we set aside reserves or are able to borrow funds for vessel replacement, our revenue will decline at the end of a vessel’s useful life, which would adversely affect our business, results of operations and financial condition.

Table of Contents

Table of Contents

Table of Contents

U.S. federal tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies

Table of Contents

Our Amended and Restated Articles of Incorporation include forum selection provisions for certain disputes between us and our shareholders,

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps

Table of Contents

Table of Contents

More specifically, ETS is to apply gradually over the period from 2024 2026. 40% of allowances had to be surrendered in 2025 for the year 2024; 70% of allowances will have to be surrendered in

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Calendar days. We define calendar days as the total number of days the vessels were in our possession for the relevant period. Calendar days are an indicator of the size of

Available days. We define available days as the number of calendar days less the aggregate number of days that our vessels are off-hire due to scheduled repairs, or

Operating days. We define operating days as the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen

Fleet utilization. We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during that period. The shipping

TCE Revenues / TCE Rates. We define TCE or time charter equivalent revenues as revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Net Cash from Operating Activities.

Net Cash from Investing Activities.

Net Cash from Financing Activities.

AVIC SLB

Table of Contents

Table of Contents

For the transition period from _ to _