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UNITED STATES

        SECURITIES AND EXCHANGE COMMISSION
       Washington, D.C. 20549

(Mark One)

FORM 20-F

☐<br><br>	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
☒<br><br>	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
	OR
☐<br><br>	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
	OR
☐<br><br>	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 ____________

Commission file number 001-37889

TOP SHIPS 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)
Alexandros Tsirikos, (Tel) + 30 210 812 8107, info@topships.org<br><br> <br><br><br> <br>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 each class	Trading Symbol(s)	Name of each exchange<br><br> <br>on which registered
Common Stock, par value $0.01 per share	TOPS	The NYSE American LLC
Preferred Stock Purchase Rights		The NYSE American LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act.

NONE
(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE
(Title of class)

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, 2024, 4,626,197 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<br><br>	☒

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<br><br>	☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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<br><br>	☒	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 (Sec.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<br><br>	☒	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<br><br>
☐	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	☐<br><br>	No	☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. N/A

Yes	☐	No	☐

TABLE OF CONTENTS

PART I		1
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
ITEM 4.	INFORMATION ON THE COMPANY	31
ITEM 4A.	UNRESOLVED STAFF COMMENTS	48
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	48
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	59
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	61
ITEM 8.	FINANCIAL INFORMATION.	64
ITEM 9.	THE OFFER AND LISTING.	64
ITEM 10.	ADDITIONAL INFORMATION	64
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	81
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	81
PART II		82
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	82
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	82
ITEM 15.	CONTROLS AND PROCEDURES	82
ITEM 16.	Reserved	83
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	83
ITEM 16B.	CODE OF ETHICS	84
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	84
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	84
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	84
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	84
ITEM 16G.	CORPORATE GOVERNANCE	85
ITEM 16H.	MINE SAFETY DISCLOSURE	85
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	85
ITEM 16J.	INSIDER TRADING POLICIES	86
ITEM 16K.	CYBERSECURITY	86
PART III		86
ITEM 17.	FINANCIAL STATEMENTS	86
ITEM 18.	FINANCIAL STATEMENTS	86
ITEM 19.	EXHIBITS	87

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995, or the PSLRA, provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. 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.

TOP Ships Inc. desires to take advantage of the safe harbor provisions of the PSLRA and is including this cautionary statement in connection with this safe harbor legislation. This annual report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. 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 expressions identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

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 refined product importers and exporters, major crude oil companies and major commodity traders, including our ability to<br> enter into long-term charters for our vessels;
●	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<br> activities;
---	---
●	oil and chemical tanker industry trends, including fluctuations in charter rates and vessel values and factors affecting vessel supply and demand;
---	---
●	our ability to take delivery of, integrate into our fleet, and employ any newbuildings we may acquire or order in the future and the ability of shipyards to deliver vessels on a timely basis;
---	---
●	the aging of our vessels and resultant increases in operation and dry-docking costs;
---	---
●	the ability of our vessels to pass classification inspections and vetting inspections by oil majors and big chemical corporations;
---	---
●	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, 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 comply with additional costs and risks related to our environmental, social and governance policies;
●	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<br> or conflicts, including the war in Ukraine, the war between Israel and Hamas or the Houthi crisis in and around the Red Sea;
---	---
●	changes in production of or demand for oil and petroleum products and chemicals, either globally or in particular regions;
---	---
●	the strength of world economies and currencies, including fluctuations in charterhire rates and vessel values;
---	---
●	potential liability from future litigation and potential costs due to our vessel operations, including due to any environmental damage and vessel collisions;
---	---
●	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<br> markets and governmental responses thereto; and
---	---
●	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, or 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, except as may be required under applicable laws. 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.

iii

PART I

Unless the context otherwise requires, as used in this annual report, the terms “Company,” “we,” “us,” and “our” refer to TOP Ships Inc. and all of its subsidiaries, and “TOP Ships Inc.” refers only to TOP Ships Inc. and not to its subsidiaries. We use the term deadweight ton, 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. We use the term gross tonnage, in describing the size of yachts. Gross tonnage, unlike dwt, does not have a physical unit like tons or cubic meters. Instead, it is a number derived from a mathematical formula calculated based on the International Tonnage Convention of 1969 and is used to measure a ship’s enclosed volume. References to our “Fleet Manager” or “CSI” are to Central Shipping Inc., a related party of ours, which performs the day-to-day management of our fleet.

Throughout this annual report, the conversion from Euros, or €, to U.S. dollars, or $, is based on the U.S. dollar/Euro exchange rate of 1.0406 as of December 31, 2024, unless otherwise specified.

References in this annual report to our common shares and earnings per share amounts, as well as warrant shares eligible for purchase under our warrants and exercise price of said warrants in this report, are adjusted to reflect the consolidation of our common shares through reverse stock splits, including the 20-to-1 reverse stock split which became effective as of September 23, 2022 and the 12-to-1 reverse stock split which became effective as of September 29, 2023.

References in this annual report to the terms “ship” or “vessel” do not include reference to yachts and references in this annual report to the terms “maritime industry” or “shipping industry” do not include the yachting industry. 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.

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

The following risks relate principally to the industry in which we operate and our business in general. 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 common shares.

Summary of Risk Factors

●	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.
---	---
●	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<br> values or we may be required to write down their carrying value, which will adversely affect our earnings.
---	---
●	An over-supply of tanker capacity may lead to reductions in asset prices, charter hire rates and profitability.
---	---
●	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.
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●	Climate change and greenhouse gas restrictions may adversely impact our operations and markets.
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●	Increasing growth of electric vehicles could lead to a decrease in trading and the movement of crude oil and petroleum products worldwide.
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●	Our vessels 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<br> condition.
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●	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<br> affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.
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●	If our vessels 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.
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●	Political instability, terrorist or other attacks, war, international hostilities and public health threats can affect the tanker industry, which may adversely affect our business.
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●	Acts of piracy on ocean-going vessels could adversely affect our business.
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●	Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.
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●	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<br> these systems fail or become unavailable for any significant period of time, our business could be harmed.
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●	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<br> condition and results of operations.
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●	Servicing current and future debt will limit funds available for other purposes and could impair our ability to react to changes in our business.
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●	Our President, Chief Executive Officer and Director has significant influence over us, and a trust established for the benefit of his family may be deemed to beneficially own, directly or indirectly, 100%<br> of our Series D Preferred Shares, and thereby to control the outcome of matters on which our shareholders are entitled to vote.
---	---
●	We have been subject to litigation in the past and may be subject to similar or other litigation in the future.
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●	Any limitation in the availability or operation of our vessels could have a material adverse effect on our business, results of operations and financial condition.
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●	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<br> our results of operations and cash flows.
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●	If we fail to manage our planned growth properly, we may not be able to successfully expand our market share.
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●	Delays or defaults by the shipyards in the construction of any newbuildings could increase our expenses and diminish our net income and cash flows.
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●	Our ability to obtain additional debt financing may be dependent on our ability to charter our vessels, the performance of our charters and the creditworthiness of our charterers.
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●	The industry for the operation of tanker vessels and the transportation of oil, petroleum products and chemicals is highly competitive and we may not be able to compete for charters with new entrants or<br> established companies with greater resources.
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●	We maintain cash with a limited number of financial institutions, including financial institutions that may be located in Greece, which will subject us to credit risk.
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●	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<br> results of operations.
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●	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.
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●	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.
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●	The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.
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●	Rising fuel prices may adversely affect our profits.
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●	Inflation could adversely affect our operating results and financial condition.
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●	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<br> operations and financial condition.
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●	Purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.
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●	Our recent acquisition of a megayacht entails certain risks and uncertainties associated with our entry into ownership of a new class of vessels, and we may not manage such risks successfully.
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●	We may not have adequate insurance to compensate us if we lose any vessels that we acquire.
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●	We may be subject to increased premium payments, or calls, as we obtain some of our insurance through protection and indemnity associations.
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●	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<br> additional costs on us or expose us to additional risks.
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●	A shift in consumer demand from crude oil and petroleum products towards other energy sources or changes to trade patterns for crude oil and refined petroleum products may have a material adverse effect on<br> our business.
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●	Technological innovation and quality and efficiency requirements from our customers could reduce our charter hire income and the value of our vessels.
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●	The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
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●	Maritime claimants could arrest our vessels or vessels we may acquire, which could interrupt our cash flow.
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●	Governments could requisition our vessels or vessels we acquire during a period of war or emergency, resulting in loss of earnings.
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●	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.
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●	Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977, or FCPA, could result in fines, criminal penalties, and an adverse effect on our business.
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●	We may be subject to U.S. federal income tax on our U.S. source income, which would reduce our earnings.
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●	We are a “foreign private issuer,” which could make our common shares less attractive to some investors or otherwise harm our stock price.
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●	The market price and trading volume of our common shares may continue to be highly volatile, which could lead to a loss of all or part of a shareholder’s investment.
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●	There is no guarantee of a continuing public market for you to resell our common shares.
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●	The NYSE may delist our common shares from its exchange which could limit your ability to make transactions in our securities and subject us to additional trading restrictions.
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●	We have issued common shares in the past through various transactions and we may do so in the future without shareholder approval, which may dilute our existing shareholders, depress the trading price of<br> our securities and impair our ability to raise capital through subsequent equity offerings.
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●	We may be unable to successfully consummate a planned spin-off of certain of our assets or to achieve some or all of the benefits that we expect to achieve from the spin-off and may incur significant risks<br> associated with the spin-off.
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●	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<br> Islands law than under a typical jurisdiction in the United States.
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●	It may not be possible for investors to serve process on or enforce U.S. judgments against us.
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●	Our By-laws provide that the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for certain disputes between us and our shareholders, which could limit our shareholders’<br> ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
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●	We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable.
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●	Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger, amalgamation or acquisition, which could reduce the market price of our<br> common shares.
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●	Our Fleet Manager, on whom we are dependent to perform the day-to-day management of our fleet, may have conflicts of interest between us and its other clients and is a privately held company and there may<br> be limited or no publicly available information about it.
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RISKS RELATED 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, or 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 2024, the BDTI reached a high of 1,552 and a low of 860. The Baltic Clean Tanker Index, or BCTI, a comparable index to the BDTI but for petroleum product fixtures, has similarly been volatile. In 2024, the BCTI reached a high of 1,411 and a low of 460. Although the BDTI and BCTI were 1,114 and 662, respectively, as of April 9, 2025, there can be no assurance that the crude oil and petroleum products 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 there remains uncertainty about the future impact of those events. Additionally, the war between Israel and Hamas has 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. 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, or OPEC, and non-OPEC oil producing countries.

Currently, all 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, even if our vessels are employed under long-term time charters. Our ability to re-charter our vessels 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 contract 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 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, chemicals and other liquids our vessels carry. Factors affecting the supply and demand for our vessels 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, petroleum products and chemicals carried;
●	changes in oil production and refining capacity resulting in shifts in trade flows for oil products;
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●	oil prices;
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●	the distance oil, petroleum products and chemicals are to be moved by sea;
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●	any restrictions on crude oil production imposed by the OPEC and non-OPEC oil producing countries;
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●	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,<br> armed conflicts and work stoppages;
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●	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<br> existing non-oil pipelines to oil pipelines in those markets;
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●	worldwide and regional availability of refining capacity and inventories;
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●	environmental and other legal and regulatory developments;
●	economic slowdowns caused by public health events or inflationary pressures and resultant governmental responses;
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●	currency exchange rates;
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●	weather, natural disasters and other acts of God;
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●	increased use of renewable and alternative sources of energy;
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●	competition from alternative sources of energy, other shipping companies and other modes of transportation; and
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●	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 or the<br> Houthi crisis in and around the Red Sea.
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The factors that influence the supply of tanker capacity include:

●	the number of newbuilding deliveries;
●	current and expected newbuilding orders for vessels;
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●	the scrapping rate of older vessels;
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●	the availability of financing for new or secondhand tankers;
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●	the price of steel;
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●	speed of vessel operation;
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●	vessel freight rates, which are affected by factors that may affect the rate of newbuilding, swapping and laying up of vessels;
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●	the price of steel and vessel equipment;
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●	technological advances in the design, capacity, propulsion technology, and fuel consumption efficiency of vessels;
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●	potential conversion of vessels for alternative use;
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●	changes in environmental and other regulations that may limit the useful lives of vessels;
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●	port or canal congestion;
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●	national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage;
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●	environmental concerns and regulations, including ballast water management, low sulfur fuel consumption regulations, and reductions in CO₂ emissions;
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●	the number of vessels that are out of service at a given time, namely those that are laid-up, dry-docked, awaiting repairs or otherwise not available for hire, including those that are in dry-dock for the<br> purpose of installing exhaust gas cleaning systems, known as scrubbers; and
---	---
●	changes in global petroleum and chemical production.
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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, petroleum products and chemicals 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 war between Ukraine and Russia and between Israel and Hamas, tensions between Israel and Iran, tensions in and around the Red Sea and Russia and NATO 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, 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, and epidemics or pandemics, and banking crises or failures, such as the recent Silicon Valley Bank, Signature Bank, and First Republic Bank failures. See also “—Our financial results may be adversely affected by the outbreak epidemic and pandemic diseases and the related governmental responses thereto.” In addition, the continuing war between Ukraine and Russia, 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. Although a cease-fire declared between Israel and Hamas on January 15, 2025, heightened regional tension and renewed conflict in Gaza and Yemen developed in March 2025, which may lead to continued attacks on vessels transiting the Red Sea. If such conditions are sustained, the longer-term net impact on our business would be difficult to predict with any degree of accuracy. 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, or 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, or 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. For the year ended December 31, 2024, China reported that its GDP growth rate recovered to 5.0%. Looking ahead, China’s economic growth is expected to remain steady, with forecasts projecting a GDP growth rate of around 5.0% for 2025. 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 dry-docking 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. Under the current U.S. administration, there is significant and increasing uncertainty about the future relationship between the United States, China, and other exporting countries, including with respect to trade policies, treaties, government regulations, and tariffs. In January 2025, during the initial days of President Trump’s second term, the U.S. announced the imposition of additional substantial tariffs on imports from various countries, including China, Canada and Mexico, U.S.’s top three trade partners, and the subject countries indicated their intention to impose counter measures. In February 2025, President Trump announced that the U.S. would impose tariffs of 10% on all imported goods from China, which took effect in February 2025, and 25% on all steel and aluminum imports beginning in March 2025. On February 13, 2025, President Trump ordered his trade advisers to come up with “reciprocal” tariffs on U.S. trade partners to retaliate against taxes, tariffs, regulations and subsidies, thus increasing the possibility of a global trade war. On March 4, 2025, the U.S. imposed 25% tariffs on imports from Mexico and Canada and enacted an extra 10% tariff on Chinese imports, therefore doubling the previously levied tariff from February to an additional 20% on existing tariffs. In response, Canada planned to immediately impose a 25% tariff on U.S. imports, and Mexico stated that the country would also retaliate, intending to disclose plans in due time. Additionally, China announced retaliatory tariffs on U.S. agricultural goods and export restrictions to the U.S., in addition to filing a lawsuit with the World Trade Organization. On March 5, 2025, President Trump announced that cars made in North America that comply with the continent's existing free trade agreement are exempted from tariffs for a month. On March 6, 2025, President Trump announced that the U.S. will pause the 25% tariffs on U.S. imports from Mexico and Canada that are covered under a 2020 United States-Mexico-Canada Agreement, or USMCA, trade agreement until April 2, 2025. Goods that are not covered by the agreement remain subject to tariffs. On March 11, 2025, President Trump announced higher tariffs on steel and aluminum from Canada; however, hours later, reverted to previous plan to continue with the 25% tariffs on steel and aluminum products from Canada. On March 12, 2025, Canada announced new retaliatory trade duties on U.S. goods, imposing 25% counter tariffs on various goods including tools, computers and servers, and sports equipment, that took effect on March 13, 2025. Additionally, on February 26, 2025, President Trump announced a possible 25% tariff on European imports, which was imposed as of March 12, 2025. The EU announced on March 12, 2025 that it will respond with retaliatory tariffs that will take effect on U.S. products starting April 1, 2025, reinstating tariff packages form 2018 and 2020 that includes tariffs on U.S. products like whiskey and other alcoholic beverages. On March 13, 2025, President Trump posted on social media that he would place a 200% tariff on all wines, champagne and alcoholic products form the E.U. if the proposed 50% tariff on U.S. whiskey is carried out. On March 25, 2025, President Trump signed an executive order increasing tariffs to 25% for any goods from countries importing Venezuelan oil. On March 26, 2025, President Trump signed an executive order imposing 25% tariff on all automobile and automobile parts imports.

On April 2, 2025, President Trump announced additional new tariffs on many U.S. trading partners, including a 34% tax on imports from China, a 20% tax on products from the E.U., and a baseline 10% tax on imports from many countries. These tariffs were in addition to the previous announcements of 25% taxes on auto imports, tariffs implemented against China, Canada and Mexico, and trade penalties on steel and aluminum, provided that the previously announced tariff rates for Canada and Mexico were to stay the same and goods that comply with USMCA were to continue to be excluded from these tariffs. However, the previously announced 20% charge on imports from China will be in addition to the 34% import tax announced. Specific products that are subject to tariffs, such as automobiles, were to be exempted from the tariffs announced, and tariffs on products such as pharmaceutical drugs are to be announced at a later date.

Following a period of market turbulence, on April 9, 2025, President Trump announced a 90-day pause to the tariffs announced on April 2, 2025 for most countries. Countries subject to the pause on the tariffs are still to be subject to the baseline 10% tariff. This consequently lowers the tariff rate for the E.U., Japan, and South Korea, among other countries. However, President Trump announced an increased tariff rate against Chinese imports of 125%.

Such protectionist developments, or uncertainty regarding their implementation, 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.

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 which may result in such conditions. 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 delivery of any newbuilding vessels, 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 the COVID-19 outbreak, influenza and other 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 any outstanding or future 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 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.

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;
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●	competition from other shipping companies;
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●	types, sizes and ages of vessels;
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●	the availability of other modes of transportation;
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●	supply and demand for vessels;
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●	shipyard capacity and slot availability;
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●	cost of newbuildings;
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●	price of steel;
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●	exchange rate levels;
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●	number of tankers scrapped;
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●	governmental or other regulations; and
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●	technological advances and the development, availability, and cost of nuclear power, natural gas, coal, renewable energy, and other alternative sources of energy.
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Dislocations in the supply of and demand for tankers as a result of the war in Ukraine and sanctions on Russian exports have resulted in greatly increased volatility in tanker asset prices. Furthermore, the war between Israel and Hamas and the Houthi rebel attacks on shipping in the Red Sea have an uncertain impact on the supply and demand for tankers. 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 less costs to sell in our financial statements and incur a loss and a reduction in earnings even if we do not immediately sell the vessel. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Estimates—Impairment of Vessels.”

In addition, our financing arrangements require us to satisfy financial covenants, including requirements based on the market value of our vessels and our liquidity. Declines of market values of our vessels may affect our ability to comply with various covenants and could also limit the amount of funds we are permitted to borrow under our current or future loan arrangements. If we breach the financial and other covenants under any of our financing arrangements, our financiers could accelerate our indebtedness and foreclose on vessels in our fleet, which would significantly impair our ability to continue to conduct our business. If our indebtedness were accelerated in full or in part, it may be very difficult for us to refinance our debt or obtain additional financing and we could lose our vessels if our financiers foreclose upon their liens, which would adversely affect our business, financial condition, and ability to continue our business and pay dividends.

An over-supply of tanker capacity may lead to reductions in asset prices, 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 increased, which could lead to reductions in asset prices and charter rates. The impact of the sanction on Russian exports of crude oil and petroleum products is uncertain and has generated increased volatility in the supply of tankers available for world side trade. As of March 28, 2025, newbuilding orders have been placed for an aggregate of approximately 14.0% 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 our ability to pay dividends.

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

While our financing agreements were previously based on the London Interbank Offered Rate, or LIBOR, including during the fiscal years ended December 31, 2022 and 2023, in 2023 we amended our financing agreements to transition from LIBOR to the Secured Overnight Financing Rate, or SOFR, in line with current market practice and hence in 2024 all our financing agreements are based on SOFR. As a result, none of our financing arrangements currently utilizes LIBOR.

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. No assurance can, however, 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 and generally referred to as MARPOL, including the designation of Emission Control Areas, or ECAs, thereunder, the International Convention on Load Lines of 1966, the International Convention on Civil Liability for Oil Pollution Damage of 1969, generally referred to as CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage, or Bunker Convention, the International Convention for the Safety of Life at Sea of 1974, or SOLAS, the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, the U.S. Oil Pollution Act of 1990, or OPA, the Comprehensive Environmental Response, Compensation and Liability Act, or 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, or 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.

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, or 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 (of which there are around forty-five in the world thus far), 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 emissions from ships. The initial strategy identifies levels of ambition to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through the implementation of further phases of the Energy Efficiency Design Index, or EEDI, for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely. MEPC 81, in March 2024, agreed on an illustration of a possible draft outline of an ‘IMO net-zero framework’ for cutting GHG emissions from international shipping, which lists regulations under MARPOL to be adopted or amended to allow a new global pricing mechanism for maritime GHG emissions. At the conclusion of MEPC 82, a draft legal text was used as a basis for ongoing talks about mid-term GHG reduction measures, which are expected to be adopted in late 2025. The proposed mid-term measures include a goal-based marine fuel standard, phasing in the mandatory use of fuels with less GHG intensity, and a global GHG emission pricing mechanism.

Since January 1, 2020, IMO regulations have required vessels to comply with a global cap on the sulfur in fuel oil used on board of 0.5%, down from the previous cap of 3.5%. 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 supply network and high costs involved in this process. While currently all 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, or the IMO DCS, which requires vessels above 5,000 gross tons to report consumption data for<br> fuel oil, hours under way and 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<br> to calculating a ship’s 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<br> Ship Index, or EEXI, and carbon intensity indicator, or 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<br> completed in 2023, with initial ratings given in 2024.
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•	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<br> 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” to support the<br> climate policy agenda. 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.
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•	Maritime emissions trading scheme in force on January 1, 2024: the maritime emissions trading scheme, or ETS, is to apply gradually over the period from 2024 to 2026. 40%<br> of allowances would have to be surrendered in 2025 for the year 2024; 70% of allowances would have to be surrendered in 2026 for the year 2025; and 100% of allowances would have to be surrendered in 2027 for the year 2026. Compliance is<br> to be 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 not only assume full<br> 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 cap under<br> the ETS would be 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<br> 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 newly passed EU Emissions Trading Directive 2023/959/EC makes clear that all maritime allowances<br> would be auctioned and there will be no free allocation. 78.4 million emissions allowances are to be allocated specifically to maritime. New systems, personnel, data management systems, costs recovery mechanisms, revised service agreement<br> terms and emissions reporting procedures will have to be put in place to prepare for and manage the administrative aspect of ETS compliance. The cost of compliance, and of our future EU emissions and costs to purchase an allowance for<br> 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<br> allowances.
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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 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, operating and maintaining our existing 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, or the ETS, for ships sailing into and out of EU ports came into effect, and the FuelEU Maritime Regulation came into effect on January 1, 2025. The ETS applies gradually over the period from 2024 to 2026. 40% of allowances would have to be surrendered in 2025 for the year 2024; 70% of allowances would have to be surrendered in 2026 for the year 2025; and 100% of allowances would have to be surrendered in 2027 for the year 2026. 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 would be 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). Furthermore, the newly passed EU Emissions Trading Directive 2023/959/EC makes clear that all maritime allowances would be auctioned and there will be no free allocation. 78.4 million emissions allowances are to be allocated specifically to maritime. If we do not have allowances, we will be forced to purchase allowances from the market, which can be costly. To prepare for and manage the administrative aspects of EU ETS compliance, we have made significant investments in new systems, including personnel, data management, cost recovery mechanisms, revised service agreement terms and transparent emissions reporting procedures. However, the cost 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 the Fuel EU Maritime Regulation 2023/1805, or 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 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. 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 impacts 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.

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, 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.

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 and petroleum products worldwide.

The IEA noted in its Global EV Outlook 2024 that total electric cars sold annually worldwide grew from about 120,000 in 2012 to more than 14 million in 2023, bringing the total number of electric cars to approximately 40 million, more than six times the number from 2018. Electric car sales in the first quarter of 2024 were 3 million, up over 30% from the same quarter of 2023. This was driven mainly by China, which sold about half a million more electric cars than over the same period in 2023. IEA forecasts are for electric vehicles (“EVs”) to grow from 40 million in 2023 to 240 million by 2030, which the IEA forecasts would reduce worldwide demand for oil products by 6 million barrels per day in 2030. IEA estimates that EV operations in 2019 avoided the consumption of almost 0.7 million barrels per day of oil products. According to the World Economic Forum, there were about 1.1 billion cars registered in 2015 and there will be about 2 billion cars registered by 2040. A growth in EVs 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 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 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 or chemicals. An oil or chemical 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 and chemicals transported in such tankers.

If our vessels 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 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.

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 United Nations’ International Maritime Organization’s International Management Code for the Safe Operation of Ships and Pollution Prevention, or 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.

If our vessels 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, Syria, 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 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. 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.

A recent proposal by the U.S. to impose new port fees on Chinese-operated vessels, Chinese-built vessels, non-Chinese companies operating Chinese-built vessels and companies with newbuilding orders at Chinese shipyards, and to restrict a percentage of U.S. products to being transported on U.S. vessels could have a material adverse effect on our operations and financial results.

The United States Trade Representative (USTR) has recently 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 proposed actions, should they be enacted, have the potential to dramatically increase the port fees and overall operating expenses for ships calling at U.S. ports. Specifically, the USTR is proposing a series of service fees that would function as direct increases to port-related costs.

The proposal would include a service fee targeting Chinese operators of up to $1.0 million for each instance a vessel operated by a Chinese entity enters a U.S. port. Alternatively, the fee could be calculated at a rate of up to $1,000 per dwt of the vessel for each port entrance.

Another proposed service fee focuses on operators with fleets comprised of Chinese-built Vessels. Under this proposal, fees could reach as high as $1.5 million each time a Chinese-built vessel owned by a non-Chinese operator enters a U.S. port. Furthermore, a tiered fee structure is under consideration, based on the proportion of Chinese-built vessels within an operator’s fleet. Operators with fleets that are 50% or more Chinese-built could face fees of up to $1.0 million dollars per port call; for operators with fleets that are greater than 25% and less than 50% Chinese-built, the fee could be up to $750,000 per port call; and for operators whose fleets have greater than 0% and less than 25% percent Chinese-built vessels, the port fee could reach up to $500,000 per vessel entrance. Another option being considered is an additional fee of up to $1.0 million per port entrance if 25% or more of an operator’s fleet is composed of vessels constructed in China.

A further proposed service fee is aimed at operators with newbuilding orders for Chinese vessels. This fee would be based on the percentage of vessels an operator has ordered from Chinese shipyards or expects to receive from them within the next 24 months. Operators with 50% or more of their vessel orders placed with Chinese shipyards could be charged up to $1.0 million per vessel entrance. For those with greater than 25% to less than 50% percent of their orders in Chinese shipyards, the fee could reach $750,000, and for those with greater than 0% to less than 25%, it could be up to $500,000 per vessel entrance. Another possibility is a flat fee of up to $1.0 million dollars per port entrance if 25% or more of an operator’s total vessel orders over the next 24 months are with Chinese shipyards.

Beyond these direct fee increases, the proposed actions also encompass “restrictions on services” designed to promote the transport of U.S. goods on U.S. vessels. These restrictions would be phased in over several years, starting with a requirement that a small percentage of U.S. exports be transported on U.S.-flagged vessels by U.S. operators, escalating to a larger percentage over time, with a portion specifically mandated to be on U.S.-flagged and U.S.-built vessels. Another proposed restriction would require U.S. goods to be exported on U.S.-flagged, U.S.-built vessels, with exceptions only granted if operators demonstrate that at least 20% of U.S. products per calendar year are transported on U.S.-flagged and U.S.-built vessels. These restrictions could reduce the demand for non-U.S. built vessels, including ours.

The actual implementation of these proposed actions remains uncertain. The final form, scope, and effective dates of any measures that are ultimately adopted may significantly differ from the current proposals. Additionally, specifics, such as applicability to sale and leaseback arrangements with Chinese leasing financiers, has not been clarified. In a sale and leaseback arrangement, the Chinese leasing financiers are the registered owners of the vessels. Furthermore, 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, retaliatory actions by China or other countries could indirectly impact port-related costs. For example, China could impose retaliatory port fees or restrictions on vessels of non-Chinese origin calling at Chinese ports, which could disrupt global shipping patterns and potentially increase congestion and costs at ports worldwide, including U.S. ports.

Of the 10 vessels we operate, none were constructed in China and we currently don’t have any newbuilding vessel orders in any Chinese shipyard. Given the potential magnitude of these proposed port-related fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact. However, if measures similar to those that have been proposed are implemented, port fees for our vessels or vessels we charter and our operating costs for voyages calling at U.S. ports could materially increase. Even though port fees are typically borne by the charterer, if port fees are assessed due to our ownership of the relevant vessel, it is possible that charterers may demand that we bear these costs or otherwise reduce the applicable charter rate. 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 war between Ukraine and Russia and between Israel and Hamas and Hezbollah, Russia and NATO 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 and the U.S. and Panama, 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 and 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 announced 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 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.

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 North Atlantic Treaty Organization (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 premia 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 charter 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.

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 being 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 security armed 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 the seizure of, delay in the loading, off-loading or delivery of, the contents of our vessels or 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 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. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

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.

In July 2023, the SEC adopted rules requiring 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 RELATED 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 sale and leaseback agreements, or SLBs, of our fleet contain, and any future financing arrangements we may enter into are expected to contain, customary covenants, events 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.

Our financing facilities require us to maintain specified financial ratios, satisfy financial covenants and contain cross-default clauses and other representations, including the following:

●	maintain a consolidated leverage ratio of not more than 75%;
●	maintain minimum free liquidity of $0.5 million per operating vessel but not less than $4.0 million in aggregate; and
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●	assure no change of control of the company takes place, except with the lessor’s/lender’s prior written consent.
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As of December 31, 2024, we are in compliance with all covenants in our financing facilities.

As a result of these restrictions, or similar restrictions in our future financing arrangements, we may need to seek permission from our lenders and other financing counterparties in order to engage in certain 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 interest, 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 our current or 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, 2024, we had a total indebtedness of $265.2 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,<br> capital expenditures and other general corporate purposes;
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●	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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●	place us at a competitive disadvantage compared to competitors that have less debt or better access to capital;
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●	limit our ability to raise additional financing on satisfactory terms or at all; and
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●	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 under such agreements.
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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 will generally be increased, thus costing us more money to service our debt obligations and reducing our results of operations and cash flow. Any event of default under a financing agreement pursuant to which we have granted security could permit the relevant financier to exercise its rights as a secured lender and take the relevant collateral, which may include our vessels.

Our President, Chief Executive Officer and Director has significant influence over us, and a trust established for the benefit of his family may be deemed to beneficially own, directly or indirectly, 100% of our Series D Preferred Shares, and thereby to control the outcome of matters on which our shareholders are entitled to vote.

As of the date of this annual report, Lax Trust, which is an irrevocable trust established for the benefit of certain family members of our President, Chief Executive Officer and Director, Mr. Pistiolis, may be deemed to beneficially own, directly or indirectly, all of the 100,000 outstanding shares of our Series D Preferred Shares. Each Series D Preferred Share carries 1,000 votes. 3 Sororibus Trust, an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis, may be deemed to beneficially own 2,930,718 of our common shares, and Mr. Pistiolis may be deemed to beneficially own 440,711 common shares.

Based on the Lax Trust’s beneficial ownership of 100% of our Series D Preferred Shares as of the date of this annual report, and the beneficial ownership of common shares by 3 Sororibus Trust and Mr. Pistiolis , the Lax Trust may be deemed to beneficially own 95.6% of our total voting power, and the Lax Trust together with the 3 Sororibus Trust and Mr. Pistiolis may be deemed to beneficially own 98.8% of our total voting power, and therefore 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. The interests of the Lax Trust, 3 Sororibus Trust, the family of Mr. Pistiolis and Mr. Pistiolis may be different from your interests.

As a prerequisite for the Navigare Lease (defined below), Mr. Pistiolis personally guaranteed the performance of the bareboat charters connected to the lease, under certain circumstances, and in exchange, we, among other things, amended the Certificate of Designations governing the terms of the Series D Preferred Shares, to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. 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, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease.

We have been subject to litigation in the past and we may be subject to similar or other litigation in the future.

We and certain of our current executive officers were defendants in purported class-action lawsuits in the U.S. District Court for the Eastern District of New York, brought on behalf of our shareholders. The lawsuits alleged violations of Sections 9, 10(b), 20(a) and/or 20A of the Securities Exchange Act of 1934, as amended, or the Exchange Act and Rule 10b-5 promulgated hereunder. These lawsuits were resolved in our favor in 2020.

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.

As of the date of this annual report our operating fleet consists of eight tankers. 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.

As of the date of this annual report, our operating fleet consists of one 50,000 dwt MR product tanker, five 157,000 dwt Suezmax crude oil tankers, two 300,000 dwt Very Large Crude Carriers, or VLCCs. Our MR product tanker is M/T Eco Marina Del Rey. Our Suezmax fleet consists of M/T Eco Bel Air, M/T Eco Beverly Hills, M/T Oceano CA, M/T Eco Malibu and M/T Eco West Coast. Our VLCC fleet consists of M/T Julius Caesar and M/T Legio X Equestris. Furthermore, we have a 50% interest in M/T Eco Yosemite Park and M/T Eco Joshua Park, two 50,000 dwt product tankers. If these vessels are unable to generate revenue as a result of off hire time, early termination of the applicable time charter or otherwise, our business, results of operations, financial condition and ability to pay dividends on our common shares could be materially adversely affected.

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 2024, 100% of our revenues derived from five charterers, Clearlake Shipping Pte Ltd (“Clearlake”), Trafigura Maritime Logistics Pte Ltd (“Trafigura”), Central Tankers Chartering Inc (“Central Tankers Chartering”), Weco Tankers A/S (“Weco Tankers”) and Cargill International SA (“Cargill”). Such agreements subject us to counterparty risks. The ability of such charterers to perform their obligations under a contract 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 and various expenses. 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.

We intend to continue to grow our fleet in the future in line with our strategy. 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;
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●	identify opportunities in the tanker sector and other seaborne transportation sectors or related sectors;
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●	locate and acquire suitable vessels;
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●	identify and consummate acquisitions or joint ventures;
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●	integrate any acquired business successfully with our existing operations;
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●	our manager’s ability to hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet;
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●	enhance our customer base; and
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●	manage expansion.
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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.

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

As of the date of this annual report, we do not have any contracts for newbuilding vessels however we have one newbuilding megayacht, the M/Y Sanlorenzo "1150Exp" with hull number 158, due for delivery in the second quarter of 2027 from Sanlorenzo shipyard of Italy. We may enter into 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 and 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, the performance of our charters and the creditworthiness of our charterers.

Our inability to re-charter our vessels, or vessels we may build or 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, petroleum products and chemicals 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, petroleum products and chemicals 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 maintain cash with a limited number of financial institutions, including financial institutions that may be located in Greece, which will subject us to credit risk.

We maintain all of our cash with a limited number of financial institutions, including institutions that are located in Greece. These financial institutions located in Greece may be subsidiaries of international banks or Greek financial institutions. Although concerns relating to the sovereign debt crisis have largely been allayed and Greece has emerged from its bailout programs, the stand-alone financial strength of the banks and the anticipated additional pressures stemming from the legacy of the country’s multi-year debt crisis continue to create uncertain economic prospects.

Additionally, only a small portion of cash balances are covered by insurance in the event of default by these financial institutions in Greece or elsewhere. Several banks, including banks in the United States and Switzerland, have recently been subject to extraordinary resolution procedures or sale because of the risk of such a default. Furthermore, in the event any of our banks do not allow us to withdraw funds in the time and amounts that we want, we may not timely comply with contractual provisions in any of our contracts or our salary obligations, among other things. The occurrence of such a default of any of our banks 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.

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 depends to a significant extent upon the abilities and efforts of our management team. All of our executive officers are employees of Central Mare Inc., or Central Mare, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, our President, Chief Executive Officer and Director, and we have entered into agreements with Central Mare for the compensation of Mr. Evangelos J. Pistiolis, our Chief Executive Officer; Alexandros Tsirikos, our Chief Financial Officer and Director; Vangelis G. Ikonomou our Chief Operating Officer and Konstantinos Patis, our Chief Technical Officer. 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.

Our 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 action 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 equivalent 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 vessel 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 current or future loans or current leaseback obligations. If our current or future lenders choose to accelerate our indebtedness and foreclose their liens, or if the owners of our sold and leased back vessels choose to repossess vessels in our fleet as a result of a default under the 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, 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.

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 fleet ages, 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 and may restrict the type of activities in which our vessels may engage. As our fleet ages, market conditions might not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

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, such as crew, repairs and materials, and indirectly through its adverse impact on the world economy in terms of increasing interest rates and 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.

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.

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 have a useful life of up to 25 years from the date of their initial delivery from the shipyard. In case 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 and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

Our recent acquisition 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 manage such risks successfully.

In April 2025, we took delivery of a megayacht and have also acquired 100% of a company that owns a newbuilding contract for a megayacht due for delivery in 2027 from an affiliate of our Chief Executive Officer. We believe market conditions are favorable for investments in this sector and are evaluating additional similar investment opportunities, however, there can be no assurance that the megayacht currently under construction will be delivered as anticipated or that we will successfully identify any similar opportunities in the future. Any megayacht we acquire 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 and CSI has limited experience in the megayacht sector. 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 in the operation of megayachts.

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 interruption 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 all 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 dry-docking 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

        Environmental, Social and Governance \(“ESG”\) 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 adopted final rules to enhance and standardize climate-related and ESG-related disclosures by public companies and in public offerings. The final rules, set forth in Release No. 33-11275, would add extensive and prescriptive disclosure items requiring companies, including foreign private issuers, to disclose climate-related risks and certain emissions. In addition, the final rules would require the inclusion of certain climate-related financial metrics in a note to companies’ audited financial statements. These rules were challenged in federal court and in April 2024, the SEC announced that it would voluntarily stay the effectiveness of the rules pending judicial review. On March 27, 2025, the SEC determined to end its defense of the rules in the ongoing litigation. It is unclear if the rules will be enforced or repealed. Costs of compliance with these new rules may be significant and may have a material adverse effect on our future performance, results of operations, 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.

A shift in consumer demand from crude oil and petroleum products 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 and petroleum product 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 petroleum 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.

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, competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels, and the resale value of our vessels could significantly decrease which may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

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

Our vessels 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 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 maintain cash flows, including cash available for distributions to pay dividends to our shareholders. 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 yachts or vessels or yachts we may acquire, which could interrupt our cash flow.

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

Governments could requisition our vessels 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 any 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,” or 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.

We believe that we were not a PFIC for our 2024 taxable year and do not expect to be treated as a PFIC in 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 substantial legal authority supporting this position including case law and United States Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that 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 “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 “Taxation—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Status and Significant Tax Consequences” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are 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, or 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 were not subject to U.S. federal income taxation for the 2024 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 2025 or any future taxable year.

Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977, or FCPA, could result in fines, criminal penalties, and an adverse effect on our business.

We operate 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 which 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. 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, results of operations or financial condition. 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.

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 of 1933, as amended, or 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. In addition, our officers and directors are exempt from the reporting and “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 the rules of Section 16 of the Exchange Act regarding sales of common shares by insiders means that you will 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 Commission. Accordingly, there may be less publicly available information concerning us than there is for other U.S. public companies. These factors could make our common shares less attractive to some investors or otherwise harm our stock price.

RISKS RELATED TO OUR COMMON SHARES

The market price and trading volume of our common shares may continue to be highly volatile, which could lead to a loss of all

        or part of a shareholder’s investment.

The market price of our common shares has fluctuated widely since our common shares began trading in July of 2004 until April 2024 on the Nasdaq Capital Market, or Nasdaq, followed by trading on the NYSE American LLC, or NYSE, commencing in April 2024.

The market price of our common shares is affected by a variety of factors, including:

•	fluctuations in interest rates;
•	fluctuations in the availability or the price of oil and chemicals;
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•	fluctuations in foreign currency exchange rates;
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•	announcements by us or our competitors;
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•	changes in our relationships with customers or suppliers;
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•	actual or anticipated fluctuations in our semi-annual and annual results and those of other public companies in our industry;
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•	changes in United States or foreign tax laws;
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•	international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars or other conflicts, including the war in Ukraine.
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•	actual or anticipated fluctuations in our operating results from period to period;
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•	shortfalls in our operating results from levels forecast by securities analysts;
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•	market conditions in the shipping industry and the general state of the securities markets;
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•	business interruptions caused by the outbreak of epidemic and pandemic disease or the war in Ukraine;
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•	mergers and strategic alliances in the shipping industry;
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•	changes in government regulation;
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•	a general or industry-specific decline in the demand for, and price of, shares of our common shares resulting from capital market conditions independent of our operating performance;
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•	the loss of any of our key management personnel;
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•	our failure to successfully implement our business plan;
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•	issuance of shares; and
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•	stock splits / reverse stock splits.
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In addition, over the last few years, the stock market has experienced price and volume fluctuations, including due to factors relating to the outbreak of COVID-19 and the war in Ukraine, and this volatility has sometimes been unrelated to the operating performance of particular companies. As a result, there is a potential for rapid and substantial decreases in the price of our common shares, including decreases unrelated to our operating performance or prospects. During 2024, the closing price of our common shares experienced a high of $15.70 in January 4, 2024 and a low of $5.50 in December 19, 2024. This market and share price volatility relating to general economic, market or political conditions, has and could further reduce the market price of our common shares in spite of our operating performance and could also increase our cost of capital, which could prevent us from accessing debt and equity capital on terms acceptable to us or at all.

In addition, the market price and trading volume of our common shares have very recently and at certain other times in the past exhibited, and may continue to exhibit, extreme volatility, including within a single trading day. We believe certain past instances of trading volatility reflect market and trading dynamics unrelated to our operating business or prospects and outside of our control. Such volatility could cause purchasers of our common shares to incur substantial losses. We are unable to predict when such instances of trading volatility will occur or how long such dynamics may last. Under these circumstances, we would caution you against investing in our common shares unless you are prepared to incur the risk of incurring substantial losses.

A portion of our common shares may be traded by short sellers which may put pressure on the supply and demand for our common shares, creating further price volatility. In particular, a possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds supply may lead to sudden extreme 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 shares that are not directly correlated to the performance or prospects of our company and could cause purchasers of our common shares to incur substantial losses.

Further, shareholders may institute securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

There is no guarantee of a continuing public market for you to resell our common shares.

Our common shares currently trade on the NYSE. We cannot assure you that an active and liquid public market for our common shares will continue and you may not be able to sell your common shares in the future at the price that you paid for them or at all. The price of our common shares may be volatile and may fluctuate due to factors such as:

•	actual or anticipated fluctuations in our results and those of other public companies in our industry;
•	mergers and strategic alliances in the shipping industry;
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•	market conditions in the shipping industry and the general state of the securities markets;
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•	changes in government regulation;
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•	shortfalls in our operating results from levels forecast by securities analysts; and
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•	announcements concerning us or our competitors.
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Further, a lack of trading volume in our stock may affect investors’ ability to sell their shares. Our common shares have periodically had low daily trading volumes in the market. As a result, investors may be unable to sell all or any of their shares in the desired time period, or may only be able to sell such shares at a significant discount to the previous closing price.

The NYSE may delist our common shares from its exchange which could limit your ability to make transactions in our securities and subject us to additional trading restrictions.

Our common shares are listed on the NYSE. In order to maintain our listing, we must generally maintain certain share price, financial and share distribution targets, including maintaining a minimum amount of shareholders’ equity and a minimum number of public shareholders. In addition to these objective standards, the NYSE may delist the securities of any issuer if, in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE inadvisable; if the issuer sells or disposes of principal operating assets or ceases to be an operating company; if an issuer fails to comply with the NYSE’s listing requirements; if an issuer’s common stock sells at what the NYSE considers a “low selling price” for a substantial period of time; or if any other event occurs or any condition exists which makes continued listing on the NYSE, in its opinion, inadvisable. It is possible that we could fail to satisfy one or more of these requirements. We may receive notices from the NYSE that we have failed to meet its requirements, and proceedings to delist our shares could be commenced. For example, during the period that our common shares traded on Nasdaq, most recently on April 21, 2023, we received written notification from Nasdaq indicating that because the closing bid price of our common shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement under Nasdaq rules. On some occasions we were able to regain compliance within the grace period prescribed by Nasdaq pursuant to a reverse stock split. For example, on September 29, 2023, we effectuated a 12-to-1 reverse stock split in order to regain compliance with Nasdaq Listing Rule 5450(a)(1), which we obtained on October 16, 2023. For more information, please see “Item 4. Information on the Company—A. History and Development of the Company.”

A decline in the closing price of our common shares on the NYSE could result in suspension or delisting procedures in respect of our common shares. The commencement of suspension or delisting procedures by an exchange remains, at all times, at the discretion of such exchange and would be publicly announced by the exchange. If a suspension or delisting were to occur, there would be significantly less liquidity in the suspended or delisted securities. In addition, our ability to raise additional necessary capital through equity or debt financing would be greatly impaired. Furthermore, with respect to any suspended or delisted common shares, we would expect decreases in institutional and other investor demand, analyst coverage, market making activity and information available concerning trading prices and volume, and fewer broker-dealers would be willing to execute trades with respect to such common shares. A suspension or delisting would likely decrease the attractiveness of our common shares to investors and constitutes a breach under certain of our credit agreements as well as constitutes an event of default under certain classes of our preferred stock and would cause the trading volume of our common shares to decline, which could result in a further decline in the market price of our common shares.

Finally, if the volatility in the market continues or worsens, it could have a further adverse effect on the market price of our common shares, regardless of our operating performance.

We have issued common shares in the past through various transactions and we may do so in the future without shareholder approval, which may dilute our existing shareholders, depress the trading price of our securities and impair our ability to raise capital through subsequent equity offerings.

We have already sold large quantities of our common shares and securities convertible into common shares, pursuant to previous public and private offerings of our equity and equity-linked securities. We currently have an effective registration statement on Form F-3 (333-267170), for the registered sale of $200 million of our securities, of which we have sold $13.6 million.

In addition, the outstanding October 2022 Warrants (defined below) are exercisable to purchase up to 89,393 common shares at an exercise price of $81.00 per share, the outstanding Class C Warrants (defined below) are exercisable to purchase up to 561,991 common shares at an exercise price of $16.20 per share and the outstanding February 2023 Warrants (defined below) are exercisable to purchase up to 837,094 common shares at an exercise price of $16.20 per share.

Purchasers of the common shares we sell, as well as our existing shareholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. In addition, we may issue additional common shares or other equity securities of equal or senior rank in the future in connection with, among other things, debt prepayments, future vessel acquisitions, or any future equity incentive plan, without shareholder approval, in a number of circumstances. Our existing shareholders may experience significant dilution if we issue shares in the future at prices below the price at which previous shareholders invested.

Our issuance of additional shares of common shares or other equity securities of equal or senior rank would have the following effects:

●	our existing shareholders’ proportionate ownership interest in us will decrease;
●	the amount of cash available for dividends payable on the shares of our common shares may decrease;
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●	the relative voting strength of each previously outstanding common share may be diminished; and
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●	the market price of the shares of our common shares may decline.
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The market price of our common shares could decline due to sales, or the announcements of proposed sales, of a large number of common shares in the market, including sales of common shares by our large shareholders or by holders of securities convertible into common shares, or the perception that these sales could occur. These sales or the perception that these sales could occur could also depress the market price of our common shares and impair our ability to raise capital through the sale of additional equity securities or make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate. We cannot predict the effect that future sales of common shares or other equity-related securities would have on the market price of our common shares.

Our Third Amended and Restated Articles of Incorporation, as amended, authorizes our Board of Directors to, among other things, issue additional shares of common or preferred stock or securities convertible or exchangeable into equity securities, without shareholder approval. We may issue such additional equity or convertible securities to raise additional capital. The issuance of any additional shares of common or preferred stock or convertible securities could be substantially dilutive to our shareholders. Moreover, to the extent that we issue restricted stock units, stock appreciation rights, options or warrants to purchase our common shares in the future and those stock appreciation rights, options or warrants are exercised or as the restricted stock units vest, our shareholders may experience further dilution. Holders of shares of our common shares have no preemptive rights that entitle such holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.

We may be unable to successfully consummate a planned spin-off of certain of our assets or to achieve some or all of the benefits that we expect to achieve from the spin-off and may incur significant risks associated with the spin-off.

On June 21, 2023, one of our wholly-owned subsidiaries, Rubico Inc., or Rubico, filed a registration statement on Form 20-F with the SEC in connection with its potential spin-off from us. On August 18, 2023, Rubico withdrew its registration statement. We are evaluating alternatives to consummate a spin-off of certain of our assets to Rubico. Depending on the assets we spin off, we will require the consent of some or even all of our financiers, which may or may not be granted and if granted may require we maintain our corporate guarantee in respect of the spun off assets. The intended benefits of any spin-off may not be realized, and we may incur significant risks if we proceed with any spin-off. The spin-off, even if not completed successfully, may require significant amounts of our management’s time and effort, which may divert management’s attention from operating and growing our business. Rubico may be unable to successfully establish the infrastructure or implement the changes necessary to operate as an independent public company or may incur additional costs to do so. Rubico may not have access to financing on acceptable terms and conditions in the future. A listing on a national securities exchange may not be obtained and a liquid trading market in the shares of Rubico may not develop and the market price of Rubico shares may be highly volatile. As a result of these or other risks, if the spin-off is not completed, or is completed and does not achieve its intended benefits, the value of an investment in our common shares may be negatively affected.

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 Third Amended and Restated Articles of Incorporation, as amended, our By-laws, and by the Marshall Islands Business Corporations Act, or 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 and other offshore jurisdictions, our operations may be subject to economic substance requirements.

The Council of the European Union, or 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 others, 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 this legislation 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 all of 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 By-laws provide that the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum 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 By-laws provide that, unless we consent in writing to the selection of an alternative forum, the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for (i) any shareholders’ derivative action or proceeding brought on behalf of the Corporation, including any such action arising under the Exchange Act or the Securities Act (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Business Corporations Act of the Republic of the Marshall Islands, or (iv) any action asserting a claim governed by the internal affairs doctrine. This forum selection provision 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 lawsuits with respect to such claims.

We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable.

Our Bylaws include a forum selection provision as described under the section herein entitled “Item 10. Additional Information—B. Memorandum and Articles of Association.” However, 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 provision contained in our Bylaws to be inapplicable or unenforceable in such action. In particular, 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 or the rules and regulations thereunder. In addition, 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 or the rules and regulations thereunder. Shareholders’ derivative actions, including those arising under the Exchange Act or Securities Act, are subject to our forum selection provision. To the extent that the exclusive forum provision would apply to restrict the courts in which our shareholders may bring claims arising under the Exchange Act or the Securities Act and the rules and regulations thereunder, there is uncertainty as to whether a court would enforce such a provision. Investors cannot waive compliance with the federal securities laws and the rules and regulations promulgated thereunder. If a court were to find the forum selection provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition and results of operations.

Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger, amalgamation or acquisition, which could reduce the market price of our common shares.

Several provisions of our Third Amended and Restated Articles of Incorporation, as amended, and Amended and Restated By-laws 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 management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable.

These provisions include:

•	authorizing our Board of Directors to issue “blank check” preferred stock without stockholder approval;
•	providing for a classified Board of Directors with staggered, three-year terms;
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•	prohibiting cumulative voting in the election of directors;
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•	authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of at least 80% of the outstanding shares of our capital stock entitled to vote for the directors;
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•	prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;
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•	limiting the persons who may call special meetings of shareholders;
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•	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 shareholder meetings; and
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•	restricting business combinations with interested shareholders.
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In addition, we have entered into a stockholders rights agreement that makes it more difficult for a third party to acquire a significant stake in the Company without the support of our Board of Directors. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholders Rights Agreement.”

The above anti-takeover provisions and the provisions of our stockholders rights agreement 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 your ability to realize any potential change of control premium.

RISKS RELATED TO OUR RELATIONSHIP WITH OUR FLEET MANAGER AND ITS AFFILIATES

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

Our executive management team, provided by Central Mare, consists of Evangelos J. Pistiolis, our Chief Executive Officer; Alexandros Tsirikos, our Chief Financial Officer and Director; Vangelis G. Ikonomou, our Chief Operating Officer and Konstantinos Patis, our Chief Technical Officer. 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. Our Fleet Manager is a related party affiliated with the family of Mr. Pistiolis. 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 and service our customers;
•	renew existing charters upon their expiration;
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•	obtain new charters;
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•	obtain financing on commercially acceptable terms;
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•	obtain insurance on commercially acceptable terms;
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•	maintain satisfactory relationships with our customers and suppliers; and
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•	successfully execute our growth strategy.
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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 repair 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. 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.

ITEM 4.	INFORMATION ON THE COMPANY
A.	History and Development of the Company
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Our predecessor, Ocean Holdings Inc., was formed as a corporation in January 2000 under the laws of the Republic of the Marshall Islands and renamed Top Tankers Inc. in May 2004. In December 2007, Top Tankers Inc. was renamed TOP Ships Inc. Our common shares are currently listed on the NYSE under the symbol “TOPS.” The current address of our principal executive office is 20 Iouliou Kaisara Str 19002, Paiania, Athens, Greece. The telephone number of our registered office is +30 210 812 8107. The SEC maintains a website that contains reports, proxy and information statements, and other information that we file electronically at http://www.sec.gov. Our website is https://www.topships.org. The information contained on, or that can be accessed through, these websites is not incorporated by reference herein and does not form part of this annual report.

On January 5, 2022, we entered into an unsecured credit facility for up to $20 million with Central Mare Inc. (the “Central Mare Unsecured Bridge Loan”), an affiliate of our CEO, in order to finance part of the shipbuilding cost of the two VLCCs. A total of $9 million was drawn down and subsequently repaid from proceeds from the sale of M/T Eco Los Angeles and the facility was terminated on March 4, 2022. The maturity date of the loan was December 31, 2022. The principal terms of the loan included an arrangement fee of 2%, interest of 12% per annum and a commitment fee of 1.00% on the undrawn part of the facility.

On January 17, 2022, we entered into a stock purchase agreement with Africanus Inc, owned by 3 Sororibus Trust, an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis, for the sale of up to 7,560,759 newly-issued Series F Non-Convertible Perpetual Preferred Shares (“Series F Preferred Shares”), in exchange for (i) the assumption by Africanus Inc of an amount of $47.6 million of shipbuilding costs for its newbuilding vessels M/T Eco Oceano CA (Hull No. 871), M/T Julius Caesar (Hull No. 3213) and M/T Legio X Equestris (Hull No. 3214), and (ii) settlement of our remaining payment obligations relating to the VLCC Transaction, in an amount of up to $27.6 million. At total of 7,200,000 Series F Preferred Shares were issued in connection with the deliveries of M/T Julius Caesar, M/T Legio X Equestris and M/T Eco Oceano CA and the settlement of $24.4 million of payment obligations relating to the VLCC Transaction.

On January 17, 2022, we took delivery of the vessel M/T Julius Caesar from the Hyundai Heavy Industries shipyard in South Korea.

On January 26, 2022, we received a notice from the Nasdaq Stock Market indicating that because the closing bid price of our common shares for the preceding 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement for the Nasdaq Capital Market. We regained compliance on March 22, 2022.

On February 14, 2022, we entered into time charter employment agreements with a major oil trader for M/T Eco Beverly Hills and for M/T Eco Bel Air, according to which upon completion of their current charters, the M/T Eco Beverly Hills and M/T Eco Bel Air will enter into a time charter for a minimum period of 20 months and a maximum period of 26 months (at charterers option) at daily rate of $24,000 per vessel. Charterers also have the option to further extend the time charter until December 1, 2025 for M/T Eco Beverly Hills and December 10, 2025 for M/T Eco Bel Air (which options have been exercised for both vessels). The daily rate for the entire period for both vessels is $24,000, including charterer optional periods.

On February 22, 2022 we announced an amendment of a previously agreed time charter with an affiliate of Evangelos Pistiolis which commenced upon delivery of M/T Eco Oceano CA from Hyundai Samho shipyard, on March 4, 2022. According to the amendment, the firm period of the time charter employment is increased from five years to 15 years and the daily rate is reduced from $32,450 to $24,500.

On March 2, 2022, we took delivery of the vessel M/T Legio X Equestris from the Hyundai Heavy Industries shipyard in South Korea.

On March 2, 2022 we entered into a sale and leaseback with AVIC International Leasing Co., Ltd (“AVIC”), for our newbuilding vessel Eco Oceano CA (Hull No. 871) for total proceeds of $48.2 million. Consummation of the sale and leaseback took place on March 4, 2022. Following the sale, we have bareboat chartered back the vessel for a period of ten years at bareboat hire rates comprising of 40 consecutive quarterly installments of $0.68 million and a balloon payment of $21.1 million payable together with the last installment, plus interest based on the three months LIBOR plus 3.50%. As part of this transaction, we have continuous options to buy back the vessels at purchase prices stipulated in the bareboat agreements depending on when the option will be exercised and at the end of the ten year period we have an obligation to buy back the vessel at a cost represented by the balloon payment.

On March 4, 2022, we took delivery of the vessel M/T Eco Oceano CA from the Hyundai Samho shipyard in South Korea.

On April 15, 2022, we entered into an Equity Distribution Agreement with Maxim Group LLC, as sales agent, under which we would offer and sell, from time to time through Maxim Group LLC, up to $19.7 million of our common shares, par value $0.01 per share. On October 6, 2022, we announced that we had terminated the Equity Distribution Agreement. We sold 10,786 common shares pursuant to the Equity Distribution Agreement for aggregate net proceeds of approximately $2.0 million.

On May 18, 2022, we received a written notification from Nasdaq indicating that because the closing bid price of our common shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement under Nasdaq rules. On September 23, 2022 we effectuated a 20-to-1 reverse stock split in order to regain compliance with Nasdaq Listing Rule 5450(a)(1). As a result, we regained compliance on October 7, 2022.

On June 3, 2022, we entered into a securities purchase agreement with a single unaffiliated institutional investor to purchase approximately $7.2 million of our common shares (or pre-funded warrants in lieu thereof) in a registered direct offering and warrants to purchase common shares in a concurrent private placement. On June 7, 2022, we issued 19,583 of our common shares and pre-funded warrants to purchase 40,012 common shares in the registered direct offering, and 14,303,000 warrants (the “June 2022 Warrants”) to purchase 59,595 common shares in the concurrent private placement for a purchase price of $120.00 per common share and June 2022 Warrants and $119.976 per pre-funded warrant and June 2022 Warrant. The June 2022 Warrants were immediately exercisable, with an expiration date of five years from the date of issuance and had an exercise price of $120.00 per common share. Maxim Group LLC acted as the sole placement agent in connection with the offering. In July 2022, pre-funded warrants were exercised to purchase 21,787 common shares, and in September 2022, pre-funded warrants were exercised to purchase 18,225 common shares.

On July 8, 2022, we redeemed 865,558 of our Series F Preferred Shares for an aggregate amount of approximately $10.4 million, payable in cash.

On September 23, 2022, we effected a 20-to-1 reverse stock split of our common shares, which was authorized at our annual meeting of shareholders held on September 5, 2022. There was no change in the number of our authorized common shares. All share amounts in this report, not including amounts incorporated by reference, have been retroactively adjusted to reflect this reverse stock split.

On October 10, 2022, we entered into a warrant exercise inducement letter agreement (“Inducement Letter”) with an accredited investor that was an existing holder of June 2022 Warrants, wherein the investor agreed to exercise all of the June 2022 Warrants at an exercise price reduced from $120.00 per share to $81.00 per share, in consideration for the issuance of new warrants (the “October 2022 Warrants”) to purchase up to an aggregate of 89,393 common shares for a purchase price of $81.00 per common share. The October 2022 Warrants were immediately exercisable upon issuance at an exercise price of $81.00 per common share and will expire on June 7, 2027. The net proceeds of the exercise of the October 2022 Warrants, after deducting estimated expenses and fees, were approximately $4.5 million. We granted customary registration rights covering the resale of the common shares issuable upon exercise of the October 2022 Warrants.

On December 6, 2022, we closed a public offering of 562,500 units, each consisting of one of our common shares and Class C Common Stock Purchase Warrants (“Class C Warrants”) to purchase one common share, at a price of $24.00 per unit. Each Class C Warrant was immediately exercisable for one common share at an exercise price of $24.00 per share with an expiration date of five years after the issuance date. The gross proceeds of the offering to us, before discounts and commissions and estimated offering expenses, were approximately $13.5 million.

On December 7, 2022, we entered into a time charter agreement with Weco Tankers for the M/T Marina Del Rey for a firm period of three years at a daily rate of $20,500 and an optional year at a daily rate of $22,500 at the charterer’s option.

On December 30, 2022, we redeemed 483,694 of our Series F Preferred Shares for an aggregate amount of approximately $5.8 million, payable in cash.

On January 13, 2023, March 6, 2023 and April 19, 2023, we redeemed 1,000,000, 1,016,667 and 174,454 of our Series F Preferred Shares for an aggregate amount of approximately $12.0 million, $12.2 million and $2.1 million, payable in cash respectively.

On February 14, 2023, we entered into a securities purchase agreement with several institutional investors to purchase approximately $13.6 million of our units in a registered direct offering at a price of $16.20 per unit. Each unit consisted of one common share and warrants to purchase one common share (the “February 2023 Warrants”). The February 2023 Warrants are immediately exercisable, will expire five years from the date of issuance and have an exercise price of $16.20 per common share. Additionally, pursuant to the terms of our Class C Warrants issued to investors on December 6, 2022, we agreed to reduce the exercise price per common share under the Class C Warrants to $16.20 per common share from an original exercise price of $24.00 per common share. The offering closed on February 16, 2023.

On March 1, 2023, we announced that for the period commencing from March 1, 2023 to December 31, 2023 we will not conduct any new equity offerings, public or private, we will not conduct any reverse stock splits (except to the extent our Board of Directors deems advisable for the sole purpose of remaining compliant with Nasdaq continued listing requirements), we will not pay any bonuses to our executive management and that neither the CEO nor his affiliates will sell any common shares.

On April 21, 2023, we received a written notification from Nasdaq indicating that because the closing bid price of our common shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement under Nasdaq rules. On September 29, 2023 we effectuated a 12-to-1 reverse stock split in order to regain compliance with Nasdaq Listing Rule 5450(a)(1). As a result, we regained compliance on October 16, 2023.

On July 12, 2023, we entered into an agreement to extend the duration of the time charter parties with Clearlake Shipping Pte Ltd for a fixed term of a minimum of 30 months and a maximum of 36 months for the vessels M/T Eco West Coast and M/T Eco Malibu. The daily rate of the extended period was agreed at $32,850.

On September 29, 2023, we effected a 12-to-1 reverse stock split of our common shares, which was authorized at our annual meeting of shareholders held on September 5, 2022. There was no change in the number of our authorized common shares. All share amounts in this report, not including amounts incorporated by reference, have been retroactively adjusted to reflect this reverse stock split.

On November 22, 2023, we announced our agreement to extend the duration of the time charter parties for the vessels M/T Julius Caesar and M/T Legio X Equestris. Specifically, the firm period was extended for approximately three years at a daily rate of $41,500 per vessel with two additional years at the charterer’s option.

On December 7, 2023, we announced the issuance of 2,930,718 common shares following the conversion of all of our Series E Preferred shares held by the Lax Trust. Following this conversion, we currently have no Series E Preferred Shares outstanding.

On December 10, 2023, our board of directors granted to our Chief Executive Officer a bonus of $5.0 million as incentive compensation. The bonus was paid to our Chief Executive Officer on January 26, 2024.

On December 14, 2023, we announced the launch of our share repurchase program (the “Program”), under which we could repurchase up to $4 million of our outstanding common shares, for a period of three months. No shares were repurchased under the Program, which expired on March 14, 2024.

On December 14, 2023, we consummated an SLB with 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 “Item 18. Financial Statements—Note 7—Debt.”

On December 20, 2023, we consummated an SLB with China Huarong Shipping Financial Leasing Co Ltd. 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 “Item 18. Financial Statements—Note 7—Debt.”

On February 6, 2024, we redeemed 3,659,627 of our Series F Preferred Shares (representing all of our outstanding Series F Preferred Shares) for an aggregate amount of approximately $43.9 million, payable in cash. Following completion of this redemption, as of the date hereof, no Series F Preferred Shares remain outstanding.

On April 24, 2024, we transferred transfer the listing of our common shares from Nasdaq to the NYSE.

On May 1, 2024, we consummated an SLB with CMBFL, for our vessel M/T Eco Marina Del Rey. Following the sale, we have bareboat chartered back the vessel for a period of seven years. For more information, see “Item 18. Financial Statements—Note 7—Debt.”

On May 24, 2024, we entered into an Equity Distribution Agreement with Maxim Group LLC, as sales agent, under which we may offer and sell, from time to time through Maxim Group LLC, up to $5.8 million of our common shares, par value $0.01 per share. As of the date of this report, we have sold no common shares under the Equity Distribution Agreement.

On July 12, 2024, we entered into a share purchase agreement, or the Para Bellvm SPA, for the purchase of the shares of the ship owning company that owns 100% of the motor yacht, or M/Y, Para Bellvm for a consideration of $20.0 million, or the Parabellvm Consideration, with an affiliate of Mr. Evangelos J. Pistiolis that was delivered to us on April 11, 2025. On April 11, 2025, or the Closing Date, we entered into a share purchase agreement, or the New Yacht SPA, for the purchase of 100% of the ship owning company that will own the newbuilding mega yacht M/Y Sanlorenzo "1150Exp", with expected delivery in the second quarter of 2027, or the Newbuilding Yacht, for a consideration of $27.0 million, or the New Yacht Consideration. On the Closing Date, we settled $9.3 million of the New Yacht Consideration by netting of the New Yacht LOI Advance (as defined below) and paying $5.3 million to Mr. Evangelos J. Pistiolis. The remaining amount of the New Yacht Consideration is payable using any cash surplus and in any event by December 31, 2026. See “Item 7. Major shareholders and related party transactions — B. Related Party Transactions.”

On October 9, 2024 and January 23, 2025, our board of directors granted to our Chief Executive Officer a bonus of $4.0 and $2.0 million respectively, as incentive compensation for the year ended December 31, 2024, of which $4.0 million were settled in October 2024 and $2.0 million were settled in January 2025.

B.	Business Overview

We are an international owner and operator of modern, fuel efficient eco tanker vessels focusing on the transportation of crude oil, petroleum products (clean and dirty) and bulk liquid chemicals. Our operating fleet has a total capacity of 1,435,000 deadweight tons (“dwt”). As of the date of this annual report, our operating fleet consists of one 50,000 dwt product/chemical tanker, Marina Del Rey, five 157,000 dwt Suezmax tankers, the M/T Eco Bel Air, M/T Eco Beverly Hills, M/T Oceano CA, M/T Eco Malibu and M/T Eco West Coast, two 300,000 dwt VLCCs, M/T Julius Caesar and M/T Legio X Equestris, and we also own 50% interest in two 50,000 dwt product tankers, M/T Eco Yosemite Park and M/T Joshua Park. All of our tanker vessels are IMO-certified and are capable of carrying a wide variety of oil products including chemical cargos which we believe make our vessels attractive to a wide base of charterers.

In addition, in April 2025 we took delivery of a megayacht that has a beam of 47 meters and a gross tonnage of 499 tons with 5 guest cabins and is able to accommodate 11 guests and 10 crew and have also acquired 100% of a company that owns a newbuilding contract for a megayacht due for delivery in 2027. The newbuilding megayacht has a beam of 60 meters and a gross tonnage of 1,150 tons with 6 guest cabins and is able to accommodate 12 guests and 15 crew.

For more information, please see “Item 4. Information on the Company—A. History and Development of the Company.”

We intend to continue to review the market in order to identify potential acquisition targets in line with our strategy.

We believe we have established a reputation in the international ocean transport industry for operating and maintaining vessels with high standards of performance, reliability and safety. We have assembled a management team comprised of executives who have extensive experience operating large and diversified fleets of tankers and who have strong ties to a number of national, regional and international oil companies, charterers and traders.

Our Tanker Fleet

The following tables present our fleet of tanker vessels as of the date of this annual report:

Operating MR Tanker Vessels on SLBs (treated as financings):

Name	Deadweight	Charterer	End of firm<br><br> <br>period	Charterer’s<br><br> <br>Optional Periods	Gross Rate fixed period/<br><br> <br>options
M/T Eco Marina Del Rey	50,000	WECO Tankers A/S	May 2027	1 year	$20,500 / $22,500

Operating Suezmax Vessels on SLBs (treated as operating leases):

Name	Deadweight	Charterer	End of firm<br><br> <br>period	Charterer’s<br><br> <br>Optional Periods	Gross Rate fixed period/<br><br> <br>options
M/T Eco Bel Air	157,000	Trafigura	December 10, 2025	-	$24,000
M/T Eco Beverly Hills	157,000	Trafigura	December 1, 2025	-	$24,000

Operating Suezmax Vessels on SLBs (treated as financings):

Name	Deadweight	Charterer	End of firm<br><br> <br>period	Charterer’s<br><br> <br>Optional Periods	Gross Rate fixed<br><br> <br>period/<br><br> <br>options
M/T Eco Oceano CA	157,000	Central Tankers Chartering	March 2037	none	$24,500
M/T Eco West Coast	157,000	Clearlake	January 2027	1+1 years	$32,850 / $34,750 / $36,750
M/T Eco Malibu	157,000	Clearlake	March 2027	1+1 years	$32,850 / $34,750 / $36,750

Operating VLCC Vessels on SLBs (treated as financings):

Name	Deadweight	Charterer	End of firm<br><br> <br>period	Charterer’s Optional<br><br> <br>Periods	Gross Rate fixed period/<br><br> <br>options
M/T Julius Caesar	300,000	Trafigura	January 2028	1+1 years	$36,000 up to January 2025 and $41,500 afterwards / $44,000 / $46,000
M/T Legio X Equestris	300,000	Trafigura	March 2028	1+1 years	$35,750 up to March 2025 and $41,500 afterwards / $44,000 / $46,000

Operating Joint Venture MR Tanker fleet (50% owned):

Name	Deadweight	Charterer	End of firm period	Charterer’s<br><br> <br>Optional Periods	Gross Rate fixed period/<br><br> <br>options
M/T Eco Yosemite Park	50,000	Clearlake	August 2031	1+1 years	$19,500 / $18,650 / $19,900
M/T Eco Joshua Park	50,000	Clearlake	August 2031	1+1 years	$19,500 / $18,650 / $19,900

All the tankers in our operating fleet are equipped with engines of modern design with improved Specific Fuel Oil Consumption (SFOC) and in compliance with the latest emission requirements, fitted with energy saving improvements in the hull, propellers and rudder as well as equipment that further reduces fuel consumption and emissions certified with an improved Energy Efficiency Design Index (Phase 2 compliance level as minimum). Vessels with this combination of technologies, introduced from certain shipyards, are commonly referred to as eco vessels. We believe that recent advances in shipbuilding design and technology makes these latest generation vessels more fuel-efficient than older vessels in the global fleet that compete with our vessels for charters, providing us with a competitive advantage. Furthermore, all of our vessels are fitted with ballast water treatment equipment and exhaust gas cleaning systems (scrubbers).

Management of our Fleet

Our Fleet Manager provides all operational, technical and commercial management services for our fleet. Please see “Item 18. Financial Statements—Note 5—Transactions with Related Parties.”

Officers, Crewing and Employees

As of the date of this annual report we do not employ any shore-based employees. Our executive officers and a number of administrative employees are provided according to an agreement with Central Mare. Please see “Item 18. Financial Statements—Note 5—Transactions with Related Parties.” In addition, our Fleet Manager is responsible for recruiting, mainly through a crewing agent, the senior officers and all other crew members for our vessels. We believe the streamlining of crewing arrangements will ensure that all our vessels will be crewed with experienced seamen that have the qualifications and licenses required by international regulations and shipping conventions.

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 geo-political 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 102.6 million barrels/day in 2024, compared to 101.7 million barrels/day in 2023.

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 will compete primarily with owners of tankers in the MR Product Tanker, Suezmax and VLCC class sizes. Ownership of tankers is highly fragmented and is divided among major oil companies and independent vessel owners.

Seasonality

Historically, oil and oil products 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 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 are chartered at fixed rates on a long-term basis, seasonal factors will not have a significant direct effect on our business.

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 and Machinery Insurance

We procure hull and machinery insurance, protection and indemnity insurance, which includes environmental damage and pollution insurance and war risk insurance and freight, demurrage and defense insurance for our fleet. We generally do not maintain insurance against loss of hire (except for certain charters for which we consider it appropriate), which covers business interruptions that result in the loss of use of a vessel.

Protection and Indemnity Insurance

Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, and 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 and 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 current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. 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. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of US $10 million up to, currently, approximately US$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.

Environmental and Other Regulations in the Shipping Industry

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 expense, 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, or 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 agency for maritime safety and the prevention of pollution by vessels, adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”) and 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 IMO’s Marine Environmental Protection Committee, or the “MEPC,” amendments to MARPOL Annex I Condition Assessment Scheme, or “CAS” have required compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or “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, or “PCBs”) are also prohibited. We believe that all our vessels are currently compliant in all material respects with these regulations.

The Marine Environment Protection Committee, or 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 (or EGCS). Ships are required to obtain bunker delivery notes and International Air Pollution Prevention, or 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” and “low-flashpoint fuel” and pertaining to the sampling and testing of onboard fuel oil, became effective in April 2022. 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 “Emission Control Areas,” or 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 IMO has designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area and United States Caribbean Sea area. In December 2022, the Committee adopted Resolution MEPC.361(79) establishing a new ECA for the Mediterranean Sea as a whole. These amendments entered into force on May 1, 2024, however, ships operating in this ECA will be exempted from compliance with the 0.10% m/m sulfur content standard for fuel oil until July 1, 2025. At MEPC 82, the IMO adopted additional amendments to Annex VI designating the Canadian Arctic and the Norwegian Sea as ECAs, which will become effective on March 1, 2026. Ocean-going vessels in these areas will be subject to stringent emission controls and ocean-going vessels trading in ECAs are subject to increased operational costs due to higher price of fuel with low sulfur content and may cause us to incur additional costs. Other areas in China are subject to local regulations that impose stricter emission controls. 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, or 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. In March 2024, MEPC 81 agreed on a draft outline of an ‘IMO net-zero framework’ for cutting GHG emissions from international shipping, which lists regulations under MARPOL to be adopted or amended to allow a new global pricing mechanism for maritime GHG emissions. At the conclusion of MEPC 82, a draft legal text was used as a basis for ongoing talks about mid-term GHG reduction measures, which are expected to be adopted in 2025. The proposed mid-term measures include a goal-based marine fuel standard, phasing in the mandatory use of fuels with less GHG intensity, and a global GHG emission pricing mechanism.

Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. Now Annex VI provides for a three-tier reduction in NOx emissions from marine diesel engines, with the final tier, or Tier III, to apply to engines installed on vessels constructed on or after January 1, 2016 and which operate in the North American ECA or the U.S. Caribbean Sea ECA as well as ECAs designated in the future by the IMO. 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 late 2009. Additionally, amendments to Annex II, which strengthen discharge requirements for cargo residues and tank washings in specified sea areas (including North West European waters, Baltic Sea area, Western European waters and Norwegian Sea), came into effect in January 2021. 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, or EPA, or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.

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 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. 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 May 1, 2024.

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 EEDI. Under these measures, by 2025, all newbuild ships are required to be 30% more energy efficient than those built in 2014. Additionally, MEPC 75 adopted amendments to MARPOL Annex VI which brought forward the effective date of the EEDI’s "phase 3" requirements from January 1, 2025, to April 1, 2022, for several ship types, including gas carriers, general cargo ships, and LNG carriers. MEPC 81 adopted amendments to the guidelines for the development of SEEMPs, including methodology for collecting data. These amendments will go into effect in 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 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 5,000 gross tonnage are required to document and verify their actual annual operational CII achieved against a determined required annual operational CII. All ships that fall under the new CII regime are required to have a CII rating of C or above in order to be compliant. Ships that have a CII rating of D for three consecutive years or E, are required to submit a corrective action plan, to show how the required index (C or above) would be achieved or else they will be deemed non-compliant. The EEXI and CII certification requirements entered into effect on January 1, 2023.

Additionally, MEPC 76 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, or 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, or the LLMC, sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We believe that our vessels are in substantial compliance with SOLAS and LLMC standards.

Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or 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, 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, or 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 a safety management certificate unless its manager has been awarded a Document of Compliance, or DOC, issued by each flag state (or Recognized Organization, or RO, on behalf of the flag administration), under the ISM Code. We have obtained applicable DOC for our offices and safety management certificates for all of our vessels. The DOCs & SMCs are renewed as required.

Amendments to SOLAS chapter II-2, 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, will enter into effect 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 from July 1, 2016 with respect to new oil tankers and bulk carriers. Regulation II-1/3-10 requires that all oil tankers and bulk carriers of 150 meters in length and above, 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, or GBS Standards. Effective July 1, 2024, amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, 2011 became effective, addressing 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, or 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. Amendments to the IMDG Code relating to 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.

The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or 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. 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 an International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or 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 BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate.

Specifically, 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 renewal dates. For most ships, compliance with the D-2 standard involves installing on-board systems to treat ballast water and eliminate unwanted organisms. Ballast Water Management Systems, or BWMS, 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). Pursuant to the BWM Convention amendments that entered into force in October 2019, BWMS installed on or after October 28, 2020 shall be approved in accordance with BWMS Code, while BWMS installed before October 23, 2020 must be approved taking into account guidelines developed by the IMO or the BWMS Code. MEPC 72’s amendments to the BWM Convention requires all ships to meet the D-2 standard. 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. Amendments to the BWM Convention concerning commissioning testing of BWMS and became effective in 2022, and other amendments concerning the form of the Ballast Water Record Book entered into force on February 1, 2025.

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 International Convention on Civil Liability for Bunker Oil Pollution Damage, or 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, or 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 will also be 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 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 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

General

Newly elected President Donald Trump has signed a number of executive orders and directives that are likely to have an impact on U.S. regulations. For example, a regulatory freeze was issued, which permits the withdrawal of rules sent to be published and authorizes those in charge of federal agencies to delay for 60 days the effective date of rules that have been published but are not yet effective. This regulatory freeze impacts U.S. EPA decisions and proposed amendments. Additionally federal agencies have placed employees on leave as a result of an executive order regarding diversity, equity and inclusion programs, which may impact implementation and enforcement of regulations. This and additional executive orders could impact regulatory requirements.

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

The U.S. Oil Pollution Act of 1990, or 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 the Comprehensive Environmental Response, Compensation and Liability Act, or 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;
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(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;
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(iv)	loss of subsistence use of natural resources that are injured, destroyed or lost;
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(v)	lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
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(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<br> natural resources.
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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. For example, the U.S. Bureau of Safety and Environmental Enforcement’s, or BSEE”, revised Production Safety Systems Rule, or PSSR, effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Additionally, in August 2023, the BSEE amended the Well Control Rule, which strengthens testing and performance requirements, and may affect offshore drilling operations. Compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels could negatively 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), or 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, or “SIPs,” some of which regulate emissions resulting from vessel loading and unloading operations which may affect our vessels.

The U.S. Clean Water Act, or 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”, or WOTUS, thereby expanding federal authority under the CWA. On December 30, 2022, the EPA and U.S. Army Corps of Engineers announced the final revised WOTUS rule, which was published on January 18, 2023. 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 Clean Water Act in its decision dated May 25, 2023. The final rule became effective September 8, 2023 and operates to limit the Clean Water Act. On March 12, 2025, the EPA announced it would work with the U.S. Army Corp of Engineers further to review the definition of WOTUS further to the U.S. Supreme Court’s interpretation and undertake a rulemaking process to revise the definition of WOTUS. During the rulemaking process, the EPA advised it would provide guidance implementing the pre-2015 definition of WOTUS.

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, or VIDA, which was signed into law on December 4, 2018 and requires that the USCG develop implementation, compliance and enforcement regulations regarding ballast water. On October 26, 2020, the EPA published a Notice of Proposed rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA, and in November 2020, held virtual public meetings. On October 18, 2023, the EPA published a Supplemental Notice to the Vessel Incidental Discharge National Standards of Performance, which shares new ballast water information that the EPA received from the USCG. On September 20, 2024, the EPA finalized national standards of performance for non-recreational vessels 79-feet in length and longer with respect to incidental discharges and on October 9, 2024, these Vessel Incidental Discharge National Standards of Performance were published. Within two years of publication, the USCG is required to develop corresponding implementing regulations. Currently USCG ballast water management regulations adopted under the U.S. National Invasive Species Act, require 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.

Therefore, until new USCG regulations are final and enforceable, 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, or NOI, or retention of a PARI form and submission of annual reports. We have submitted NOIs for all our vessels where required. Compliance with the EPA, U.S. Coast Guard and state regulations requires 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. Our vessels are equipped with ballast water treatment systems, which are subject to functionality monitoring and treated ballast water sampling and analysis, in compliance with the requirements stipulated in EPA VGP 2013.

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.

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, or Maritime ETS, which commenced in 2024 and applies to all ships above a gross tonnage of 5000; and (b) a FuelEU draft regulation which seeks to require all ships above a gross tonnage of 5000 to carry on board a “FuelEU certificate of compliance” from June 30, 2025 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, or OPS, 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, Maritime ETS is to apply gradually over the period from 2024 to 2026. In 2025, shipping companies would have to surrender 40% of ETS allowances for 2024 emissions; in 2026 shipping companies would have to surrender 70% of ETS allowances for the 2025 missions; and 100% in 2027 for 2026 emissions. The cap under the ETS would be 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). More recent proposed amendments signal that 100% of non-EU emissions may be caught if the IMO does not introduce a global market-based measure by 2028. All maritime allowances will be auctioned and there will be no free allocation for the shipping sector. From a risk management perspective, new systems, including data management systems, personnel, cost recovery mechanisms, revised service agreement terms, and emissions reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspects of ETS compliance.

Additionally, on July 25, 2023, the European Council of the European Union adopted the Fuel EU Maritime Regulation 2023/1805, or 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, 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. 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 impacts 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 oversaw the creation of the Hong Kong Ship Recycling Convention, or 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, or 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 31 December 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, or 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 will enter into force on June 26, 2025, it is expected the EU Ship Recycling Regulation will be reviewed in light of this.

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 2005/33/EC (amending Directive 1999/32/EC) 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, or CSRD. EU member states have 18 months to integrate it into national law. The CSRD will create 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 begin to apply for financial years starting in 2024 to large EU and non-EU undertakings subject to certain financial and employee thresholds being met. 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. We note that 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 is postponed and to 2028. If implemented into law, the Omnibus package will simplify compliance for SMEs and all companies with up to 1,000 employees and 50 million turnover will be outside the scope of the CSRD. For the companies in scope (above 1,000 employees and 50 million turnover), the Commission will adopt a delegated act to revise and simplify the existing sustainability reporting standards (ESRS). The proposed provisions in CSRD also create a derogation for companies with more than 1,000 employees and a turnover below EUR 450 million by making the reporting of Taxonomy voluntary, and also, put a stronger emphasis on transition finance by introducing the option of reporting on partial Taxonomy-alignment.

International Labor Organization

The International Labor Organization, or 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 above 500 gross tonnage or over and are either engaged in international trade. We believe that all 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; the withdrawal will take at least one year to complete.

At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved. In accordance with this roadmap, a 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 per transport work, as an average across international shipping, by at least 40% by 2030, compared to 2008; and (3) uptake of zero or near-zero Green House Gas, or 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. At the conclusion of MEPC 82, a draft legal text was used as a basis for ongoing talks about mid-term GHG reduction measures, which are expected to be adopted in 2025. The proposed mid-term measures include a goal-based marine fuel standard, phasing in the mandatory use of fuels with less GHG intensity, and a global GHG emission pricing mechanism. The latter 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. UK too is consulting on introducing a UK based emissions trading scheme (UK ETS) to apply from 2026 for ships above 5000GT 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, the 70^th^ MEPC 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 are reported to the flag state. If the data have 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 (GISIS) 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 European Economic Area (EEA) must be reported in two separate, but largely overlapping, systems: the EU MRV, which applies since 2018, and the IMO DCS – which applies since 2019. The proposed revision of Regulation (EU) 2015/757 adopted on 4 February 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.

IMO’s MEPC 76 adopted amendments to Annex VI that will require 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 Energy Efficiency Existing Ship Index (EEXI) following technical means to improve their energy efficiency and to establish their annual operational carbon intensity indicator and rating. MEPC 76 also adopted guidelines to support the implementation of the amendments.

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. On November 2, 2021, the EPA issued a proposed rule under the CAA designed to reduce methane emissions from oil and gas sources. In November 2022, the EPA issued a supplemental proposal that would achieve more comprehensive emissions reductions and add proposed requirements for sources not previously covered. The EPA held a public hearing in January 2023 on the proposal 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 Congressional resolution, signed by President Trump, disapproved the 2024 Waste Emissions Charge Rule, such that it is no longer in effect.

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, or 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, or 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, or 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 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 BMP5 industry standard.

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 which is a member of the International Association of Classification Societies, the IACS. The IACS has adopted harmonized Common Structural Rules, or 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 all the applicable Classification Societies (e.g., DNV GL, 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 fiancning agreements. 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.

C.	Organizational Structure

We are a Marshall Islands corporation with principal executive offices located at 20 Iouliou Kaisara Str 19002, Paiania, Athens, Greece. Our significant wholly owned subsidiaries as of December 31, 2024 are listed in Exhibit 8.1 to this annual report on Form 20-F.

D.	Property, Plants and Equipment

For a list of the vessels of our fleet, please see “Item 4. Information on the Company—B. Business Overview—Our Fleet” above and for a description of our major encumbrances on our fleet please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities.”

We do not own any real estate property.

ITEM 4A.	UNRESOLVED STAFF COMMENTS

None.

ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following presentation of management’s discussion and analysis is intended to discuss our financial condition, changes in financial condition and results of operations, and should be read in conjunction with our historical consolidated financial statements and their notes included in this annual report.

For a discussion of our results for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see “Item 5. Operating and Financial Review and Prospects – A. Operating Results – Results of Operations for the Fiscal Years Ended December 31, 2022 and 2023” contained in our annual report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 29, 2024.

This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in “Item 3. Key Information—Risk Factors” and elsewhere in this report.

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 newbuildings, 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 newbuildings, 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.

The following table sets forth our selected other operating data for the periods indicated.


FLEET DATA
Total number of vessels at end of period (including leased vessels)	8		8
Average number of vessels^(1)^	8		8
Total calendar days for fleet	2,920		2,928
Total available days for fleet	2,920		2,886
Total operating days for fleet	2,920		2,885
Total time charter days for fleet	2,920		2,885
Fleet utilization	100.00	%	99.97	%

	2023		2024
AVERAGE DAILY RESULTS
Time charter equivalent^(2)^	$	27,856	$	29,157
Vessel operating expenses^(3)^	$	6,345	$	6,518
General and administrative expenses^(4)^	$	2,293	$	2,564
(1)	Average number of vessels is the number of vessels that constituted our fleet (including chartered in vessels) for the relevant period, as measured by the sum of the number of days each vessel was a part of<br> our fleet during the period divided by the number of calendar days in that period.
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(2)	Time charter equivalent rate, or TCE rate, is a measure 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<br> 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<br> 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<br> and TCE rate, non-U.S. GAAP measures, are standard shipping industry performance measures that provide additional supplemental information in conjunction with shipping revenues, the most directly comparable U.S. GAAP measure. We use TCE<br> 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.
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(3)	Operating expenses include crew wages and related costs, insurance, repairs and maintenance, spares and consumable stores, tonnage taxes and value added tax, or VAT, and other miscellaneous expenses. Daily<br> 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,<br> also affects our financial results.
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(4)	Daily general and administrative expenses are calculated by dividing general and administrative expenses by fleet calendar days for the relevant time period.
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U.S. dollars in thousands, except average daily time charter equivalent and total operating days	2023			2024
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On a consolidated basis
Total Revenues		82,949			86,127
Less:
Voyage expenses		(1,609	)		(2,008	)
Time charter equivalent revenues		81,340			84,119
Total operating days		2,920			2,885
Average Daily Time Charter Equivalent (TCE)	$	27,856		$	29,157
EBITDA*
U.S. dollars in thousands		2023			2024
EBITDA		43,058			41,399

*Non-US GAAP Measures

This report describes Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), which is not a measure prepared in accordance with U.S. GAAP (i.e., a “Non-US GAAP” measure). We define EBITDA as earnings before interest, taxes, depreciation, and amortization.

EBITDA is a non-U.S. GAAP financial measure that is used as a supplemental financial measure by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that this non-U.S. GAAP financial measure assists our management and investors by increasing the comparability of our performance from period to period. This is achieved by excluding the potentially disparate effects between periods or companies of interest, other financial items, depreciation and amortization and taxes, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including EBITDA as a measure of operating performance benefits investors in (a) selecting between investing in us and other investment alternatives and (b) monitoring our ongoing financial and operational strength.

EBITDA is not a measure of financial performance under U.S. GAAP, does not represent and should not be considered as an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. EBITDA as presented below may not be comparable to similarly titled measures of other companies. See below for a reconciliation of EBITDA to Net Income, the most directly comparable U.S. GAAP measure.

Reconciliation of Net Income to EBITDA

(Expressed in thousands of U.S. Dollars)
Net income	6,066		5,034
Add: Vessel depreciation	14,349		13,336
Add: Interest and finance costs	22,989		23,496
Less: Interest income	(346	)	(467	)
EBITDA	43,058		41,399

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 oil products 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 charterer to 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 arrangements which are accounted for as financings with the exception of two suezmax crude oil tankers which are accounted for as operating leases. We may in the future operate vessels in the spot market until the vessels have been chartered under appropriate medium to long-term charters.

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.

Operating Lease Expenses

Operating lease expenses represent operating lease payments for vessels we have bareboat chartered-in via operating lease agreements.

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 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.

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 Parties

Since January 1, 2019, we have outsourced all operational, technical and commercial functions relating to the chartering and operation of our vessels to CSI, a related party controlled by the family of Mr. Evangelos J. Pistiolis,. We outsourced the above functions pursuant to a letter agreement between CSI and Top Ships Inc., and management agreements between CSI and our vessel-owning subsidiaries on the same date. Each new vessel that entered our fleet after that date also entered into a management agreement with CSI. See “Item 7. Major shareholders and related party transactions — B. Related Party Transactions.”

General and Administrative Expenses

Our general and administrative expenses include executive compensation paid to Central Mare for the compensation of our executive officers and a number of administrative staff, bonuses to our management, office rent, legal and auditing costs, regulatory compliance costs, other miscellaneous office expenses, non-cash stock compensation, and corporate overhead. Central Mare provides the services of the individuals who serve in the position of Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Chief Technical 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 are denominated in Euros and are 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. 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 could lead to 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 SLBs, which we include in interest and finance costs. We also incur finance costs in establishing those SLBs which are deferred and amortized over the period of the respective facility. The amortization of the 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 SLBs, bank loans and bank accounts;
•	management of our accounting system and records and financial reporting;
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•	administration of the legal and regulatory requirements affecting our business and assets; and
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•	management of the relationships with our service providers and customers.
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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);
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•	levels of our tanker’s operating expenses and dry-docking costs;
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•	depreciation and amortization expenses;
---	---
•	financing costs; and
---	---
•	fluctuations in foreign exchange rates.
---	---

RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2023 AND 2024

The following table depicts changes in the results of operations for 2023 compared to 2024.

(Expressed in thousands of U.S. Dollars)	Year Ended December 31,						change
	2023			2024			YE23 v YE24
										%
Total charter revenues		82,949			86,127			3,178		%
Voyage expenses		1,609			2,008			399		%
Operating lease Expense		10,840			10,869			29		%
Vessel operating expenses		18,527			19,086			559		%
Dry-docking costs		-			3,152			3,152		%
Vessel depreciation		14,349			13,336			(1,013	)	%
Management fees-related parties		2,200			2,266			66		%
General and administrative expenses		6,697			7,506			809		%
Operating income		28,727			27,904			(823	)	%
Interest and finance costs		(22,989	)		(23,496	)		(507	)	%
Interest income		346			467			121		%
Equity gain/(loss) in unconsolidated joint ventures		(18	)		159			177		%
Total other expenses, net		(22,661	)		(22,870	)		(209	)	%
Net income		6,066			5,034			(1,032	)	%

All values are in US Dollars.

Year on Year Comparison of Operating Results

1.	Total charter revenues

During the year ended December 31, 2024, Total charter revenues increased by $3.2 million, or 4%, compared to the same period in 2023, mainly due to the fact that in November 2023 we prolonged our time charters for M/Ts Julius Caesar and Legio X Equestris with increased rates (from $36,000 and $35,750 per day for Julius Caesar and Legio X Equestris respectively to $41,500 per day for each vessel) that led to an increase in revenue of $2.6 million. Further to the above, in May 2024 a new time charter agreement commenced for M/T Marina Del Rey (where daily hire increased from $15,100 to $20,500 per day), which resulted in an increase of revenue of $1.5 million. These increases where offset by a reduction in revenue of $0.3 million and $0.4 million for the vessels Eco Bel Air and Eco Beverly Hills respectively due to off hire days resulting from their scheduled dry-dock that took place in 2024 and another $0.2 million of revenue decrease deriving from the fact that in July 2023 we prolonged the time charters of M/Ts Eco West Coast and Eco Malibu with a minor reduction in their daily charter rates (from $33,950 to $32,850 per day for each vessel).

2.	Vessel depreciation

During the year ended December 31, 2024, Vessel depreciation decreased by $1.0 million, or 7%, compared to the same period in 2023, due to the fact that effective January 1, 2024, we revised our scrap rate estimate from $300 to $430 per lightweight ton (please see “E. Critical Accounting Estimates” below).

3.	General and administrative expenses

During the year ended December 31, 2024, our general and administrative expenses increased by $0.8 million, or 12%, compared to the same period in 2023, mainly due to an increase of $1.0 million in bonuses, offset by a decrease of $0.1 million in legal and consulting fees and expenses and a $0.1 million decrease in Nasdaq/NYSE related fees.

4.	Voyage expenses

During the year ended December 31, 2024, Voyage expenses increased by $0.4 million, or 25%, compared to the same period in 2023, mainly due to the fact that M/Ts Marina Del Rey, Eco Bel Air and Eco Beverly Hills underwent their scheduled dry-docking in 2024. During the dry dockings off-hire period, all bunkers that the vessels use are not borne by the vessel’s charterers but by us, resulting in increased bunker expenses of $0.4 million.

5.	Dry-docking costs

During the year ended December 31, 2024, M/Ts Marina Del Rey, Eco Bel Air and Eco Beverly Hills underwent their scheduled dry-docking, resulting in Dry-docking costs of $3.2 million ($0.7 million, 1.2 million and $1.3 million per vessel respectively).

6.	Interest and finance costs

During the year ended December 31, 2024, Interest and finance costs increased by $0.5 million, or 2%, compared to the same period in 2023, mainly due to an increase of $2.3 million in interest expense (mainly due to the refinancing of all except one of our vessels from December 2023 to May 2024 that resulted in an aggregate increase of debt outstanding of $52.6 million, at the time of refinancing) and an increase in amortization of finance charges of $0.3 million (mainly due to the acceleration of finance charges of $0.3 million of the HSBC Bridge Loan in January 2024, please see “Debt Facilities” below). These increases were offset by a decrease of $2.1 million in amortization of debt discount related to the Cargill facility that matured in May 2024, while in 2024 said amortization charges were incurred for the whole year.

Our Fleet—Illustrative Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain Vessels

In Note 2 to our consolidated financial statements included herein we discuss our policy for impairing the carrying values of our vessels. During the past few years, the market values of vessels have experienced particular volatility, with substantial declines in many vessel classes. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below those vessels’ carrying value. However, we would not impair those vessels’ carrying value under our accounting impairment policy due to our belief that future undiscounted cash flows expected to be earned by such vessels over their operating lives would exceed such vessels’ carrying amounts. Furthermore, since from 2021 tanker values have been constantly increasing there was no need to follow through with an undiscounted cash flows analysis due to the absence of impairment indications for all the vessels of our fleet.

As of December 31, 2024, we believe that the basic charter-free market values of our owned operating vessels are higher than the vessels carrying value by approximately 62.7%.

Our estimates of basic charter-free market value assume that our vessels are all 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 the estimated market values for the vessels received from third-party independent shipbrokers approved by our financing providers. Vessel values are highly volatile. Accordingly, our estimates may not be indicative of the current or future basic market value of the vessels or prices that could be achieved if the vessels were to be sold.

Please see “Item 3. Key Information—D. Risk Factors—Risks Related to our Industry—The international oil tanker industry has historically been both cyclical and volatile” and the discussion herein under the heading “Item 3. Key Information—D. Risk Factors—Risks Related to Our Industry.”

B.	Liquidity and Capital Resources

Since our formation, our principal sources of funds have been equity provided by our shareholders through equity offerings or at the market sales, operating cash flow, long-term borrowing including SLBs and short-term borrowings. Our principal use of funds has been capital expenditures to establish and grow our fleet, 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. Our practice has been to acquire vessels using a combination of funds received from equity investors and bank debt, including SLBs secured by title on our 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 $259.3 million, which after excluding unamortized financing fees and debt discounts amounts to a total indebtedness of $265.2 million. As of December 31, 2024, our cash and cash equivalent balances amounted to $11.6 million, held in U.S. Dollar accounts, $4.0 million of which are classified as restricted cash.

As of the date of this annual report our remaining contractual commitments for the acquisition of our newbuilding megayacht are Euro 42.0 million or $46.2 million (Euro 6.5 million or $7.15 million payable in 2025, Euro 18.0 million or $19.8 million payable in 2026 and Euro17.5 million or $19.25 million payable in 2027), by applying a Euro to US Dollar rate of 1.10. Furthermore, we have additional contractual obligations to the seller of the Newbuilding Yacht amounting to $17.65 million, up to December 31, 2026, depending on our cash surplus. 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 our newbuilding megayacht. If we are unable to arrange debt or equity financing, it is probable that we may also consider selling a vessel. The capital commitments noted above are non-recourse to us as the commitments are not guaranteed by us. Hence in our opinion, will be able to finance our obligations that become due in the twelve-month period ending one year after December 31, 2024.

Our medium- and long-term liquidity requirements relate to expenditures relating to the operation and maintenance of our vessels and financing our capital commitments. Anticipated sources of funding for our medium- and long-term liquidity requirements include cash flows from operations and debt or equity issuances. Additional routine or strategic acquisitions may require the incurrence of additional indebtedness, including debt issuances, and/or additional equity issuances, which may be dilutive to our common shareholders.

Working Capital Requirements and Sources of Capital

As of December 31, 2024, we had a working capital deficit (current assets less current liabilities) of $9.8 million, which included an amount of $6.7 million relating to pre-collected revenue that is included in Unearned revenue in the accompanying consolidated balance sheets. This amount represents a current liability that does not require future cash settlement.

Our operating cash flow, provided that SOFR expectations for 2025 remain as they are as of the date of this annual report, is expected to increase when compared to the same period in 2024, since in 2024 three of our vessels underwent their schedule dry-docking that resulted in increased off-hire days and a significant cost. In 2025 none of our vessels have scheduled dry-dockings. Furthermore, from January and March 2025 the new time charter rates for M/Ts Julius Caesar and Legio X Equestris will take effect increasing their daily time charter rate by $5,500 and $5,750 respectively. Finally, the bareboat charter-in daily rate for our vessels on operating lease (M/Ts Eco Beverly Hills and Eco Bel Air) was reduced from December 2024 up to December 2025 from $14,000 to $10,000 that ceteris paribus will increase their cashflow from operations.

Cash Flow Information

Cash and cash equivalents and restricted cash were $40.0 million and $11.6 million as of December 31, 2023 and 2024 respectively.

Net Cash from Operating Activities.

Net cash provided by operating activities decreased by $11.6 million, or 40%, for 2024 to $17.3 million, compared to $28.9 million for 2023.

Adjustments to reconcile net income to net cash provided by operating activities for the year ended December 31, 2024 totaled $25.9 million. This consisted mainly of $13.3 million of depreciation expenses, $9.8 million of amortization of right of use assets from operating leases and $2.8 million of amortization and write offs of deferred financing costs and debt discounts. The cash inflow from operations was offset by a $10.9 million decrease in current liabilities and a $2.8 million increase in current assets.

Adjustments to reconcile net income to net cash provided by operating activities for the year ended December 31, 2023 totaled $28.3 million. This consisted mainly of $14.3 million of depreciation expenses, $9.3 million of amortization of right of use assets from operating leases and $4.7 million of amortization and write offs of deferred financing costs and debt discounts. The cash inflow from operations was offset by a $5.0 million decrease in current liabilities and a $0.4 million increase in current assets.

Net Cash from Investing Activities.

Net cash used in investing activities in the year ended December 31, 2024 was $12.4 million, consisting of $24.0 million of cash paid for advances for asset acquisition from related parties, offset by $11.6 million of return of investments in unconsolidated joint ventures.

Net cash provided by investing activities in the year ended December 31, 2023 was $2.5 million, deriving exclusively from return of investments in unconsolidated joint ventures

Net Cash from Financing Activities.

Net cash used in financing activities in the year ended December 31, 2024 was $33.2 million, consisting of $134.0 million of principal payments and prepayments of long term, $43.9 million of payments for our Series F Preferred Shares redemptions, $28.0 million of prepayments of short-term debt, $4.9 million repayment of Vessel fair value participation liability, $3.3 million in payments of financing costs and $0.1 million of payments for equity issuance costs. These were offset by $153.0 million of proceeds from long term debt and $28.0 million of proceeds from short term debt.

Net cash used in financing activities in the year ended December 31, 2023 was $16.0 million, consisting of $76.4 million of principal payments and prepayments of long term, $26.3 million of payments for our Series F Preferred Shares redemptions, $6.0 million in payments of dividends for our Series E Preferred Shares and our Series F Preferred Shares and $1.6 million in payments of financing costs. These were offset by $82.0 million of proceeds from long term debt and $12.3 million of proceeds from issuance of our common stock net of equity issuance costs.

Please see “Item 5. Operating and Financial Review and Prospects—A. Operating Results” in our Annual Report on Form 20-F, filed on March 29, 2024 where the 2023 cash flow information may be found.

Debt Facilities

For a more complete description of debt facilities entered into in the year ended December 31, 2024 as well as for a description of debt facilities entered into before the year ended December 31, 2024 please see “Item 18. Financial Statements—Note 7—Debt.”

New facilities

HSBC Bridge Loan

On January 15, 2024, we entered into the HSBC Bridge Loan with HSBC Private Bank (Suisse) SA for the purpose of partially financing the purchase of M/Ts Julius Caesar and Legio X Equestris, following the exercise of our purchase options under the CMBFL SLB (see “— New CMBFL SLBs”). Under the HSBC Bridge Loan, we drew down $20.0 million on January 16, 2024 for the purchase of M/T Julius Caesar (which amount we repaid on January 18, 2024) and another $8.0 million on January 23, 2024 for the purchase of M/T Legio X Equestris (which amount we repaid on January 25, 2024). The HSBC Bridge Loan was for a maximum amount of $24.0 million at any time, carried an interest of 3% plus term SOFR and was guaranteed by Mr. Evangelos J. Pistiolis. For his guarantee, Mr. Evangelos J. Pistiolis charged us a 1% fee on the amounts drawn down under the HSBC Bridge Loan.

Financings Committed under Sale and Leaseback Agreements

1^st^ CMBFL Facility

On January 16 and January 23, 2024, we exercised our purchase options under the CMBFL SLB and took full ownership of M/Ts Julius Caesar and Legio X Equestris for $48.6 million and $49.3 million, respectively. Following the purchase of the vessels that was funded with cash and the HSBC Bridge Loan, on January 18 and January 25, 2024 we concluded SLBs (the “New CMBFL SLBs”) for the financing of M/Ts Julius Caesar and Legio X Equestris respectively from the same institution (CMBFL). The duration of the New CMBFL SLBs is for eight years and we have continuous options, after the first year, to buy back the vessels at purchase prices stipulated in the New CMBFL SLBs depending on when the option will be exercised. At the end of the eight-year period, we have an option to buy back the vessels for consideration of $37.5 million per vessel. The New CMBFL SLBs have a fixed bareboat hire rate of $7.3 million per annum, which includes both interest and repayment. The consideration from the New CMBFL SLBs amounted to $125.0 million ($62.5 million per vessel) and the SLBs have similar customary covenants and event of default clauses as the SLBs that preceded them with CMBFL, as further described in “Item 18. Financial Statements—Note 7—Debt.”

Cargill Facility

On June 29, 2018 we entered into an SLB and a five-year time charter with Cargill, a non-affiliated party, for our newbuilding vessel M/T Eco Marina Del Ray delivered in March 2019. Consummation of the SLB took place on the vessel’s delivery date. Following the sale, we bareboat chartered back the vessel at a bareboat hire rate of $8,600 per day and simultaneously the vessel commenced its five-year time charter with Cargill. As part of this transaction, we had the obligation to buy back the vessel at the end of the five-year period for $22.7 million. The facility also contained a fair value appreciation sharing provision, whereby we had to share with Cargill 25% of the excess of the fair market value of the vessel over a predetermined amount amortized on a daily basis to the facility’s maturity or to when the vessel was sold. We purchased the vessel on May 1, 2024, for $22.7 million and also settled the fair value participation (that as of the date of the purchase was $5.0 million) with funds from the 2^nd^ CMBFL Facility (see below).

2^nd^ CMBFL Facility

On May 1, 2024 we consummated an SLB with CMBFL (the “2^nd^ CMBFL Facility”), for M/T Eco Marina Del Ray. Following the sale, we have bareboat chartered back the vessel for a period of seven years at bareboat hire rates comprising of 28 consecutive quarterly installments of $0.5 million and a balloon payment of $14.0 million payable together with the last installment, plus interest based on the three months Term SOFR plus 2.60%. As part of this transaction, we have continuous options to buy back the vessel at purchase prices stipulated in the bareboat agreement depending on when the option will be exercised and at the end of the seven-year period we have an option to buy back the vessel at a cost represented by the balloon payment. The gross proceeds from the sale were $28.0 million.

Covenant Compliance

As of December 31, 2024, we were in compliance with all covenants with respect to our financing facilities. The fair value of debt outstanding on December 31, 2024, after excluding unamortized financing fees, amounted to $258.2 million when valuing the 1^st^ CMBFL Facility on the basis of the Commercial Interest Reference Rates (“CIRR”s) as applicable on December 31, 2024.

Operating Leases

On December 1 and December 10, 2020, we sold and leased back M/T Eco Beverly Hills and M/T Eco Bel Air, respectively, to an unaffiliated third party (the “Navigare Lease”). Each vessel was chartered back on a bareboat basis for five years at a bareboat hire of $16,750 per day for the first two years, $14,000 per day for the next two years and $10,000 per day for the fifth year. We do not have any option nor obligation to buy back the vessels. The abovementioned sale and leaseback transactions contain, customary covenants and event of default clauses, including cross-default provisions, change of control provisions (whereby Mr. Evangelos J. Pistiolis may not control less than 50.1% of the voting rights of the Company) and restrictive covenants and performance requirements. Part of these covenants is a requirement to maintain a minimum liquidity of $4 million at all times which is certified bi-annually. As of December 31, 2024, we were in compliance with all covenants of the Navigare Lease.

Please see “Item 18. Financial Statements—Note 6—Leases” for more detailed information.

C.	Research and Development, Patents and Licenses, Etc.

None.

D.	Trend Information

Our results of operations depend primarily on the charter rates earned by our vessels. Over the course of 2024, the BDTI reached a high of 1,552 and a low of 860 while the BCTI reached a high of 1,411 and a low of 460. Historically and even more so since the start of the financial crisis in 2008 the performance of the BDTI and the BCTI have been characterized by high volatility. Although the BDTI and the BCTI were 1,114 and 662 respectively as of April 9, 2025, there can be no assurance that the tanker charter market will continue to increase, and the market could again decline.

Meanwhile, 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 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.

Furthermore, the intensity and duration of the recently declared 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. A number of companies have rerouted their vessels to avoid transiting the Red Sea, incurring greater shipping costs and delays and for vessels transiting the region, war risk premia have increased substantially. 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 the Persian Gulf. Regarding the possible impact of supply chain disruptions that have or may emanate from the war between Israel and Hamas, our operations have not been affected materially and we do not expect them to be materially affected in the future.

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.

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

E.	Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations is based upon our consolidated 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 amount 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 or conditions.

Critical accounting estimates are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting estimates that involve a higher degree of judgment and the methods of their application. For a description of all of our significant accounting estimates, see Note 2 to our consolidated financial statements included herein.

Vessel depreciation. We record the value of our vessels at their cost (which includes the contract price, pre-delivery costs incurred

      during the construction of newbuildings, capitalized interest and any material expenses incurred upon acquisition such as initial repairs, improvements and delivery expenses to prepare the vessel for its initial voyage\) less accumulated
      depreciation. We depreciate our vessels on a straight-line basis over their estimated useful lives, estimated to be 25 years from the date of initial delivery from the shipyard. Depreciation is based on cost of the vessel less its residual value
      which was estimated to be $300 per light-weight ton. An increase in the estimated useful life of a vessel or in its residual value would have the effect of decreasing the annual depreciation charge and extending it into later periods. A decrease
      in the useful life of a vessel or in the residual value would have the effect of increasing the annual depreciation charge. Effective January 1, 2024, we revised our scrap rate estimate from $300 to $430 per lightweight ton, in order to align the
      scrap rate estimate with the current historical average scrap prices and to better reflect current market conditions. The change in this accounting estimate, pursuant to ASC 250 “Accounting Changes and Error Corrections”, was applied
      prospectively and did not require retrospective application. The effect of the increase in the estimated scrap rate resulted a reduction in depreciation expense for the year ended December 31, 2024 by $1.0 million and a corresponding increase of
      $0.21 in earnings per share, basic and diluted. The estimated residual value of the vessels may not represent the fair value at any one time since market prices of light-weight tons tend to fluctuate.

A decrease in the useful life of the vessel may occur as a result of poor vessel maintenance performed, harsh ocean-going and weather conditions that the vessel is subject to, or poor quality of the shipbuilding yard. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, the vessel’s useful life is adjusted at the date such regulations become effective. Weak freight markets may result in owners scrapping more vessels and scrapping them earlier due to unattractive returns. An increase in the useful life of the vessel may result from superior vessel maintenance performed, favorable ocean-going and weather conditions the vessel is subjected to, superior quality of the shipbuilding yard, or high freight rates which result in owners scrapping the vessels later due to attractive cash flows.

Impairment of vessels: 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 future net cash flows, the carrying value is reduced to its fair
      value.

The carrying values of our vessels 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 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 both 2023 and 2024, tanker values were increasing and as a result in both years the charter-free market value of each vessel of our fleet was higher than its carrying amount. As such we had no indicators of potential impairment and did not perform the undiscounted cash flow test for any vessel of our fleet. Therefore, for the years ended December 31, 2023 and 2024, this is not considered a critical accounting estimate.

Also see “Item 18. Financial Statements—Note 2— Significant Accounting Policies”

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

Set forth below are the names, ages and positions of our directors, executive officers and key employees. 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.

Name	Age	Position
Evangelos J. Pistiolis	52	Director, President, Chief Executive Officer
Alexandros Tsirikos	50	Director, Chief Financial Officer
Konstantinos Patis	51	Chief Technical Officer
Vangelis G. Ikonomou	60	Chief Operating Officer
Konstantinos Karelas	51	Independent Non-Executive Director
Stavros Emmanuel	82	Independent Non-Executive Director
Paolo Javarone	52	Independent Non-Executive Director

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

Evangelos J. Pistiolis founded our Company in 2000, is our President and Chief Executive Officer, and has served on our Board of Directors

      since July 2004. Mr. Pistiolis graduated from Southampton Institute of Higher Education in 1999, where he studied shipping operations and from Technical University of Munich in 1994 with a bachelor’s degree in mechanical engineering. His career
      in shipping started in 1992 when he was involved with the day-to-day operations of a small fleet of drybulk vessels. From 1994 through 1995, he worked at Howe Robinson & Co. Ltd., a London shipbroker specializing in container vessels. While
      studying at the Southampton Institute of Higher Education, Mr. Pistiolis oversaw the daily operations of Compass United Maritime Container Vessels, a ship management company located in Greece.

Alexandros Tsirikos has served as our Chief Financial Officer since April 1, 2009. Mr. Tsirikos is a U.K. qualified Chartered Accountant

      \(ACA\) and has been employed with TOP Ships Inc. since July 2007 as our Corporate Development Officer. Prior to joining TOP Ships Inc., Mr. Tsirikos was a manager with PricewaterhouseCoopers, or PwC, where he worked as a member of the PwC Advisory
      team and the PwC Assurance team, thereby drawing experience both from consulting as well as auditing. As a member of PwC’s Advisory team, he led and participated in numerous projects in the public and the private sectors, including strategic
      planning and business modeling, investment analysis and appraisal, feasibility studies, costing and project management. As a member of the PwC’s Assurance team, Mr. Tsirikos was part of the International Financial Reporting Standards, or IFRS,
      technical team of PwC Greece and lead numerous IFRS conversion projects for listed companies. He holds a Master’s of Science in Shipping Trade and Finance from City University of London and a bachelor’s degree with honors in Business
      Administration from Boston University in the United States. He speaks English, French and Greek.

Konstantinos Patis has served as our Chief Technical Officer since January 2018. Mr. Patis holds a Master’s of Science and a Bachelor’s

      degree, both in Marine Engineering from the University of Newcastle upon Tyne in the UK, as well as a Bachelor’s degree in Naval Architecture from the Technological Educational Institute of Athens, in Greece. He started his carrier in 1997 acting
      as a Superintendent Engineer, thereafter as Fleet Manager and from 2014 as Technical Manager in various ship management companies in Greece, like Cyprus Sea Lines, Technomar Shipping, Aeolian Investments, Arion Shipping operating diverse fleets
      of Tankers, Bulk Carriers and Containers and was involved in the technical supervision, repairs, dry-docks and construction of new projects.

Vangelis G. Ikonomou is our Chief Operating Officer. Prior to joining us, Mr. Ikonomou was the Commercial Director of Primal Tankers Inc.

      From 2000 to 2002, Mr. Ikonomou worked with George Moundreas & Company S.A. where he was responsible for the purchase and sale of second-hand vessels and initiated and developed a shipping industry research department. Mr. Ikonomou worked,
      from 1993 to 2000, for Eastern Mediterranean Maritime Ltd., a ship management company in Greece, in the commercial as well as the safety and quality departments. Mr. Ikonomou holds a Master’s degree in Shipping Trade and Finance from the City
      University Business School in London, a bachelor’s degree in Business Administration from the University of Athens in Greece and a Navigation Officer Degree from the Higher State Merchant Marine Academy in Greece.

Konstantinos Karelas has served on our Board of Directors and has been member of the Audit Committee since April 2014. Since 2008, Mr.

      Karelas has served as the President and CEO of Europe Cold Storages SA, one of the leading companies in the field of refrigeration logistics.

Stavros Emmanuel has served on our Board of Directors since December 31, 2017 and has been member of the Audit Committee since December

      2018. Captain Stavros Emmanuel has 47 years of experience in the shipping industry and expertise in operation and chartering matters. He obtained a Naval Officers degree from ASDEN Nautical Academy of Aspropyrgos, Greece and earned a Master
      Mariners degree in 1971. He has worked in various management capacities at Compass United Maritime and Primal Tankers Inc. From 2004 to 2009 he was our Chief Operating Officer. Since leaving us, Captain Stavros Emmanuel has been an independent
      advisor to various shipping companies.

Paolo Javarone has served on our Board of Directors since September 1, 2014. Mr. Javarone is a member of the Italian Shipbrokers

      Association. From 2015, Mr. Javarone has been working for Shipping 360 Ltd, a boutique shipbroking company with offices in London and Monaco and before that he has been working since 2000 for Sernavimar S.R.L., one of the most reputable
      shipbroking houses in Italy, which cooperates with many of the oil major companies and trading associations of the industry. From 1994 to 2000, Mr. Javarone worked for Genoa Sea Brokers in the tanker wing of the company specializing in clean
      petroleum products and edible markets. Previously, Mr. Javarone worked for S.a.n.a. Eur, a company based in Rome Italy, where he was tasked with supplying energy and offshore supply. Before S.a.n.a., Mr. Javarone worked for Sidermar di
      Navigazione S.P.A. in the dry cargo field. Mr. Javarone holds a Shipbroker degree from National Agents Association Shipbroking School in Italy and a degree in Shipping Economics and Law from Nautical Maritime School in Italy.

B.	Compensation

On September 1, 2010, we entered into separate agreements with Central Mare, pursuant to which Central Mare furnishes our four executive officers as described below. During the fiscal year ended December 31, 2024, we paid to the members of our senior management and to our directors aggregate compensation of $0.4 million and declared a $6.0 million bonus to our Chief Executive Officer, $4.0 million of which were paid in 2024 and the remaining $2.0 million were paid in January 2025. We do not have a retirement plan for our officers or directors and we did not issue any stock options or other securities to them as part of compensation for the fiscal year ended December 31, 2024.

Under the terms of the agreement for the provision of our Chief Executive Officer, we are obligated to pay annual base salary. The initial term of the agreement expired on August 31, 2014 and is 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 our Chief Executive Officer’s employment is terminated without cause, he is entitled to certain personal and household security costs. If he is removed from our Board of Directors or not re-elected, then his employment terminates automatically without prejudice to Central Mare’s rights to pursue damages for such termination. In the event of a change of control, the Chief Executive Officer is entitled to receive a cash payment of ten million Euros. The agreement also contains death and disability provisions. In addition, the Chief Executive Officer is subject to non-competition and non-solicitation undertakings.

Under the terms of the agreement for the provision of our Chief Operating Officer, we are obligated to pay annual base salary and additional incentive compensation as determined by our Board of Directors. The initial term of the agreement expired on August 31, 2011 and is 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. In the event of a change of control, he is entitled to receive a cash payment of three years’ annual base salary. The agreement also contains death and disability provisions. In addition, our Chief Operating Officer is subject to non-competition and non-solicitation undertakings.

Under the terms of the agreement for the provision of our Chief Financial Officer, we are obligated to pay annual base salary. The initial term of the agreement expired on August 31, 2012, and is 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 our Chief Financial Officer is removed from our Board of Directors or not re-elected, then his employment terminates automatically without prejudice to Central Mare’s rights to pursue damages for such termination. In the event of a change of control, our Chief Financial Officer is entitled to receive a cash payment equal to three years’ annual base salary. The agreement also contains death and disability provisions. In addition, our Chief Financial Officer is subject to non-competition and non-solicitation undertakings.

Under the terms of our agreement for the provision of our Chief Technical Officer, we are obligated to pay annual base salary. The initial term of the agreement expired on August 31, 2011, and is 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. In the event of a change of control, the Chief Technical Officer is entitled to receive a cash payment equal to three years’ annual base salary. In addition, our Chief Technical Officer is subject to non-competition and non-solicitation undertakings.

C.	Board Practices

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 term of our Class III director, Alexandros Tsirikos, expires at the annual general meeting of shareholders in 2025. The terms of our Class I directors, Stavros Emmanuel and Evangelos J. Pistiolis expires at the annual general meeting of shareholders in 2026. The terms of our Class II directors, Paolo Javarone and Konstantinos Karelas, expire at the annual general meeting of shareholders in 2027.

Committees of our Board of Directors

We currently have an audit committee composed of three independent members, who are responsible for reviewing our accounting controls and recommending to our Board of Directors, the engagement of our outside auditors. Konstantinos Karelas, Paolo Javarone and Stavros Emmanuel (Chairman), whose biographical details are included in “Item 6. Directors, Senior Management and Employees” of this annual report, are the members of the audit committee, and our Board of Directors has determined that they are independent under the NYSE corporate governance rules.

Our compensation committee and nominating and governance committees are currently composed of the following three members: Konstantinos Karelas, Paolo Javarone and Stavros Emmanuel. The compensation committee carries out our Board of Directors’ responsibilities relating to compensation of our executive and non-executive officers and provides such other guidance with respect to compensation matters as the committee deems appropriate. The nominating and governance committee assists our Board of Directors in: (i) identifying, evaluating and making recommendations to our Board of Directors concerning individuals for selections as director nominees for the next annual meeting of stockholders or to otherwise fill vacancies on our Board of Directors; (ii) developing and recommending to our Board of Directors a set of corporate governance guidelines and principles applicable to us; and (iii) reviewing our overall corporate governance and recommending improvements to our Board of Directors from time to time.

As a foreign private issuer, we are exempt from certain NYSE requirements that are applicable to U.S. domestic companies. For a listing and further discussion of how our corporate governance practices differ from those required of U.S. companies listed on the NYSE, please see “Item 16G. Corporate Governance.”

D.	Employees

We have no direct employees, while our four executive officers and a number of administrative employees are furnished to us pursuant to agreements with Central Mare, as described above. 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, 2022, 2023 and 2024, we employed 170, 178 and 170 sea-going employees, indirectly through our Fleet Manager.

E.	Share Ownership

The common shares beneficially owned by our directors and senior managers and/or companies affiliated with these individuals are disclosed in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”

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

None.

ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.	Major Shareholders
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The following table sets forth the beneficial ownership of our voting securities, comprised of our common shares and Series D Preferred Shares, as of the date of this annual report, held by: (i) each person or entity that we know beneficially owns 5% or more of our common shares and (ii) all our executive officers, directors and key employees as a group. Beneficial ownership is determined in accordance with the SEC’s rules. In computing percentage ownership of each person, common shares subject to options held by that person that are currently exercisable or convertible, or exercisable or convertible within 60 days are deemed to be beneficially owned by that person. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. All shareholders of common stock are entitled to one vote for each common share held and holders of our Series D Preferred Shares are entitled to 1,000 votes per Series D Preferred Share held. Percentages in the table below are based on 4,626,197 common shares and 100,000 Series D Preferred Shares outstanding as of April 14, 2025.

Name and Address of Beneficial Owner	Number of Shares Owned
Lax Trust ^(1)^	100,000 Series D Preferred Shares ^(1)^	100	%	95.58	%
3 Sororibus Trust^(2)^	2,930,718 Common Shares	63.35	%	2.80	%
Evangelos J. Pistiolis^(3)^	440,711 Common Shares	9.53	%	0.42	%
Executive officers, directors and key employees^(4)^	0 Common Shares	0	%	0.00	%

(1)	The Lax Trust is an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis, our President, Chief Executive Officer and Director. The business address of the<br> Lax Trust is Level 3, 18 Stanley Street, Auckland 1010, New Zealand. As a prerequisite for the Navigare Lease, Mr. Evangelos J. Pistiolis personally guaranteed the performance of the bareboat charters entered in connection with the lease,<br> under certain circumstances, and in exchange, we amended the Certificate of Designations governing the terms of the Series D Preferred Shares, to adjust the voting rights per share of Series D Preferred Shares such that during the term of<br> the Navigare Lease, the combined voting power controlled by 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, and thereby<br> complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease. The above percentage of total voting power is based on 100,000,000 votes carried by the outstanding Series D Preferred Share (1,000<br> votes per Series D Preferred Share held).
(2)	The above information is derived, in part, from the Amendment No. 39 to the 13D/A filed with the SEC on February 14, 2024. 3 Sororibus Trust is an irrevocable trust established for the benefit of certain<br> family members of Mr. Evangelos J. Pistiolis. The business address of 3 Sororibus Trust is 31 Kitiou Kyprianou, 3036, Limassol, Cyprus. 3 Sororibus Trust is the sole shareholder of Family Trading Inc., or Family Trading, a Marshall<br> Islands corporation, and may be deemed to beneficially own all of the common shares beneficially owned by Family Trading.
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(3)	The above information is derived, in part, from the Amendment No. 39 to the 13D/A filed with the SEC on February 14, 2024.
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(4)	Excludes the shares held by Mr. Evangelos J. Pistiolis that are reported elsewhere in this table.
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As of April 14, 2025, we had one shareholder of record, Cede & Co, which is located in the United States and held an aggregate of 4,626,197 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

Please also see “Item 18. Financial Statements—Note 5—Transactions with Related Parties.”

(a) Central Mare– Executive Officers and Other Personnel Agreements

On September 1, 2010, we entered into separate agreements with Central Mare, a related party affiliated with the family of our President, Chief Executive Officer and Director, Mr. Evangelos J. Pistiolis, pursuant to which Central Mare provides us with our executive officers (Chief Executive Officer, Chief Financial Officer, Chief Technical Officer and Chief Operating Officer).

The fees charged by and expenses relating to Central Mare for the years ended December 31, 2022, 2023 and 2024 are $0.4 million per year.

(b) Central Shipping Inc. (“CSI”) – Letter Agreement and Management Agreements

On January 1, 2019, we entered into a letter agreement with CSI (“CSI Letter Agreement”), a related party affiliated with the family of Mr. Evangelos J. Pistiolis and on the same date we entered into management agreements, or the CSI Management Agreements, between CSI and our vessel-owning subsidiaries respectively. 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.

Pursuant to the CSI Letter Agreement, as well as the CSI Management Agreements concluded between CSI and our vessel-owning subsidiaries, we pay a management fee of $651 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, the CSI Management Agreements provide for payment to CSI of: (i) $592 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 and (iv) a financing fee of 0.2% on derivative agreements and loan financing or refinancing. CSI also performs supervision services for all of our newbuilding vessels while the vessels are under construction, for which we pay CSI the actual cost of the supervision services plus a fee of 7% of such supervision services.

The fees charged by and expenses relating to CSI for the years ended December 31, 2022, 2023 and 2024 were $4.9 million, $3.4 million and $4.0 million respectively. For the years ended December 31, 2022, 2023 and 2024, CSI also charged us newbuilding supervision related pass-through costs amounting to $0.2 million, $0.0 million, and $0.0 million respectively.

On September 8, 2021, pursuant to a Sale and Purchase Agreement between the Issuer and Zizzy Charter Co. dated September 8, 2021, we issued 2,188 Series E Preferred Shares to Family Trading as partial settlement of the consideration outstanding for the purchase of an additional 65% ownership interest in each of Julius Caesar Inc. and Legio X Inc., each a party to shipbuilding contracts for VLCC Julius Caesar and VLCC Legio X Equestris, respectively, from a party affiliated with Mr. Pistiolis. On December 6, 2023, Family Trading converted all of its 13,452 Series E Preferred Shares into 2,930,718 Common Shares pursuant to the terms of the Series E Preferred Shares, at a Series E Conversion Price of $4.59. All converted Series E Preferred Shares were cancelled upon conversion and we currently have no Series E Preferred Shares outstanding.

(d) Charter Parties with Central Tankers Chartering

On January 6, 2021 we acquired a shipowning company from an entity affiliated with Mr. Evangelos J. Pistiolis that owned M/T Eco Oceano CA which was party to a time charter, with Central Tankers Chartering Inc, for a firm duration of five years at a gross daily rate of $32,450, with two optional years at $33,950 and $35,450 at Central Tankers Chartering’s option. The time charter commenced on the date of delivery. On February 22, 2022 we amended the previously agreed time charter with Central Tankers Chartering and increased its firm period from five years to 15 years and reduced the daily rate from $32,450 to $24,500. This transaction was approved by a special committee of our Board of Directors (the “Special Committee”), of which all of the directors were independent, after obtaining a fairness opinion from an independent financial advisor.

(e) Personal Guarantees by Mr. Evangelos J. Pistiolis and Related Amendments to the Series D Preferred Shares.

As a prerequisite for the Navigare Lease, Mr. Evangelos J. Pistiolis personally guaranteed the performance of the bareboat charters connected to the lease and in exchange, we agreed to indemnify him for any losses suffered as a result of the guarantee provided, and we amended the Certificate of Designations governing the terms of the Series D Preferred Shares, to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by 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, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease. This personal guarantee comes into effect in the case 120 days have passed and we are still unable to pay down all amounts due under the Navigare Lease, with the exception of amounts due to Navigare due to a total loss, where in this case the personal guarantee will cover an amount equal to all unpaid charter hire and a further amount equivalent to all future charter hire that would have accrued from the date of the total loss up to the end of the charter period and is callable 200 days after the date of the total loss. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by the Company’s Board of Directors, including all three independent directors.

(f) Issuance of Series F Preferred Shares

On January 17, 2022, we entered into a stock purchase agreement with Africanus Inc., an affiliate of our CEO for the sale of up to 7,560,759 Series F Non-Convertible Perpetual Preferred Shares, par value $0.01, in exchange for (i) the assumption by Africanus Inc. of an amount of $48.0 million of shipbuilding costs for vessels M/T Eco Oceano CA, M/T Julius Caesar and M/T Legio X Equestris, and (ii) settlement of our remaining payment obligations relating to the acquisition in September 8, 2021 of an additional 65% ownership interest in the newbuilding contracts for its two VLCCs, in an amount of up to $27.6 million. A total of 7,200,000 Series F Preferred Shares were issued. On July 8, 2022, we redeemed 865,558 of our Series F Preferred Shares for an aggregate amount of approximately $10.4 million, payable in cash. In December 2022, 100% of Africanus Inc shares were transferred to 3 Sororibus Trust, which is an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis. On December 30, 2022, we redeemed 483,694 of our Series F Preferred Shares for an aggregate amount of approximately $5.8 million, payable in cash. On January 13, 2023, we redeemed 1,000,000 of our Series F Preferred Shares for an aggregate amount of approximately $12.0 million, payable in cash. On March 6, 2023, we redeemed 1,016,667 of our Series F Preferred Shares for an aggregate amount of approximately $12.2 million, payable in cash. On April 19, 2023, we redeemed 174,454 of our Series F Preferred Shares for an aggregate amount of approximately $2.1 million, payable in cash. On February 6, 2024, we fully redeemed all of our outstanding 3,659,627 Series F Preferred Shares for an aggregate amount of approximately $43.9 million, payable in cash. Following completion of the redemptions, as of the date hereof, we have no Series F Preferred Shares outstanding.

(g) Central Mare Bridge Loan

On January 5, 2022 we entered into an unsecured credit facility for up to $20 million with an affiliate of Mr. Evangelos J. Pistiolis in order to finance part of the shipbuilding cost of our two VLCC newbuildings. A total of $9 million was drawn down. The facility maturity was December 31, 2022. The principal terms of the loan included an arrangement fee of 2%, interest of 12% per annum and a commitment fee of 1.00% on the undrawn part of the facility. The facility was fully repaid and terminated on March 4, 2022 from proceeds from the sale of the M/T Eco Los Angeles.

(h) HSBC Bridge Guarantee

On January 15, 2024 we entered into a bridge loan with HSBC Private Bank (Suisse) SA (“HSBC”). As a prerequisite for granting the loan HSBC requested a personal guarantee from Mr. Evangelos J. Pistiolis, which he provided in exchange for an arrangement fee of 1.00%.

(i) Top Mega Yachts Inc. – Share Purchase Agreements

On June 14, 2024 we entered into a non-binding letter of intent, or the No-Shop LOI, with Mr. Evangelos J. Pistiolis whereby the latter was precluded from marketing or selling the mega yacht M/Y Para Bellvm (100% owned by him) except to us for one month. The consideration for the No-Shop LOI was $1.0 million. The No-Shop LOI consideration was netted-off with the Parabellvm Consideration. On November 25, 2024 we entered into a non-binding letter of intent, or the New No-Shop LOI, with Mr. Evangelos J. Pistiolis whereby the latter was precluded from marketing or selling the Newbuilding Yacht except to us up to June 30, 2025. The consideration for the New No-Shop LOI was $4.0 million, or the New Yacht LOI Advance. On the Closing Date we entered into the New Yacht SPA for the purchase of 100% of the ship owning company that will own the Newbuilding Yacht for the New Yacht Consideration. On the Closing Date, we settled $9.3 million of the New Yacht Consideration by netting of the New Yacht LOI Advance and paying $5.3 million to Mr. Evangelos J. Pistiolis. The remaining amount of the New Yacht Consideration is payable using any cash surplus and in any event by December 31, 2026. If we, from the Closing Date onwards, raise capital via (i) debt refinancing, (ii) issuance of any equity interests or (iii) cash dividends or return of invested capital in any investments, then, the New Yacht Consideration outstanding shall be prepaid by an amount equal to 100% of the net cash proceeds, provided that the terms of such capital raise allow for such use of proceeds. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by a special committee of our Board of Directors, consisting of all three of our independent Directors, after obtaining a fairness opinion from an independent financial advisor.

C.	Interests of Experts and Counsel

Not applicable.

ITEM 8.	FINANCIAL INFORMATION
A.	Consolidated Statements and Other Financial Information
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See “Item 18—Financial Statements.”

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

Dividend Distribution Policy

The declaration and payment of any future special dividends shall remain subject to the discretion of our Board of Directors and shall be based on general market and other conditions including our earnings, financial strength and cash requirements and availability.

B.	Significant Changes

All significant changes have been included in the relevant sections.

ITEM 9.	THE OFFER AND LISTING

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

Share History and Markets

From July 23, 2004 to April 23, 2024, the primary trading market for our common shares was Nasdaq. Since April 24, 2024 the primary trading market for our common shares has been the NYSE, on which our shares are now listed under the symbol “TOPS.”

ITEM 10.	ADDITIONAL INFORMATION
A.	Share Capital
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Not applicable.

B.	Memorandum and Articles of Association

Purpose

Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Marshall Islands Business Corporations Act, or BCA. Our Third Amended and Restated Articles of Incorporation and Amended and Restated 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 common shares, par value $0.01 per share, of which 4,626,197 shares were issued and outstanding as of December 31, 2024 and 20,000,000 preferred shares with par value of $0.01, of which 100,000 Series D Preferred Shares were issued and outstanding as of December 31, 2024. On February 6, 2024, we fully redeemed all of our outstanding Series F Preferred Shares pursuant to their terms, following which no Series F Preferred Shares are outstanding. Our Board of Directors has the authority to establish such series of preferred stock and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolution or resolutions providing for the issue of such preferred stock.

On September 14, 2016, we declared a dividend of one preferred share purchase right for each outstanding common share and adopted a shareholder rights plan, as set forth in a Stockholders Rights Agreement dated as of September 22, 2016, by and between us and Computershare Trust Company, N.A., as rights agent (succeeded by our current transfer agent), described below under the section entitled “—Stockholders Rights Agreement.” In connection with the Stockholders Rights Agreement, we designated 1,000,000 shares as Series A Participating Preferred Stock, none of which were outstanding as of December 31, 2024.

Description of 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 preferred shares, 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. 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 our preferred shares having liquidation preferences, if any, the holders of our common shares will be entitled to receive pro rata our remaining assets available for distribution. Holders of our common shares do not have conversion, redemption 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.

Description of Preferred Shares

Our Third Amended and Restated Articles of Incorporation authorize our Board of Directors to establish one or more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including the designation of the series, the number of shares of the series, the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series, and the voting rights, if any, of the holders of the series.

Description of Series D Preferred Shares

On May 8, 2017, we issued 100,000 shares of Series D Preferred Shares to Tankers Family Inc., a company controlled by Lax Trust, which is an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis, for $1,000 pursuant to a stock purchase agreement. Each Series D Preferred Share has the voting power of one thousand (1,000) common shares.

On April 21, 2017, we were informed by ABN Amro Bank that we were in breach of a loan covenant that requires that any member of the family of Mr. Evangelos J. Pistiolis, maintain an ownership interest (either directly and/or indirectly through companies 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 30% of our outstanding Common Shares. ABN Amro Bank requested that either the family of Mr. Evangelos J. Pistiolis maintain an ownership interest of at least 30% of the outstanding common shares or maintain voting rights interests of above 50% in us. In order to regain compliance with the loan covenant, we issued the Series D Preferred Shares.

The Series D Preferred Stock has the following characteristics:

Conversion. The Series D Preferred Shares are not convertible into common shares.

Voting. Each Series D Preferred Share has the voting power of 1,000 common shares. As a prerequisite for the Navigare

      Lease, Mr. Evangelos J. Pistiolis personally guaranteed the performance of the bareboat charters entered in connection with the lease, under certain circumstances, and in exchange, we amended the Certificate of Designations governing the terms of
      the Series D Preferred Shares, to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by 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, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease.

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 shares shall be redeemed by us for

      par value on the date that any financing facility 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 SLB’s with AVIC, CMBFL, Huarong and Navigare 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.

The description of the Series D Convertible Preferred Shares is subject to and qualified in its entirety by reference to the Securities Purchase Agreement, Certificate of Designation of the Series D Preferred Shares, and Certificate of Amendment to the Certificate of Designation. Copies of the Securities Purchase Agreement and Certificate of Designation of the Series D Preferred Shares have been filed as exhibits to our Report on Form 6-K filed with the SEC on May 8, 2017. The Certificate of Amendment to the Certificate of Designation was filed as an exhibit to our Report on Form 6-K filed with the SEC on December 4, 2020.

Description of Series F Preferred Shares

On January 17, 2022, we entered into a stock purchase agreement with Africanus Inc., owned by 3 Sororibus Trust, an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis, for the sale of up to 7,560,759 Series F Non-Convertible Perpetual Preferred Shares, par value $0.01, in exchange for (i) the assumption by Africanus Inc. of an amount of $48.0 million of shipbuilding costs for vessels M/T Eco Oceano CA (Hull No. 871), M/T Julius Caesar and M/T Legio X Equestris (Hull No. 3214), and (ii) settlement of our remaining payment obligations relating to the acquisition in September 8, 2021 of an additional 65% ownership interest in the newbuilding contracts for its two VLCCs, in an amount of up to $27.6 million.

A total of 7,200,000 Series F Preferred Shares were issued. On July 8, 2022, we redeemed 865,558 of our Series F Preferred Shares for an aggregate amount of approximately $10.4 million, payable in cash. On December 30, 2022, we redeemed 483,694 of our Series F Preferred Shares for an aggregate amount of approximately $5.8 million, payable in cash. On January 13, 2023, we redeemed 1,000,000 of our Series F Preferred Shares for an aggregate amount of approximately $12.0 million, payable in cash. On March 6, 2023, we redeemed 1,016,667 of our Series F Preferred Shares for an aggregate amount of approximately $12.2 million, payable in cash. On April 19, 2023, we redeemed 174,454 of our Series F Preferred Shares for an aggregate amount of approximately $2.1 million, payable in cash. On February 6, 2024, we fully redeemed all of our outstanding 3,659,627 Series F Preferred Shares for an aggregate amount of approximately $43.9 million, payable in cash. Following completion of the redemptions, we have no Series F Preferred Shares outstanding.

The Series F Preferred Shares had the following characteristics:

Voting. The holders of Series F Preferred Shares were entitled to the voting power of ten (10) of our common shares per

      Series F Preferred Share. The holders of Series F Preferred Shares and the holders of common shares voted together as one class on all matters submitted to a vote of shareholders. Except as required by law, the holders of Series F Preferred
      Shares had no special voting rights and their consent was not required for taking any corporate action.

Distributions. Upon any liquidation, dissolution or winding up of our Company, the holders of Series F Preferred Shares

      were entitled to receive the net assets of the Company pari passu with the Common Shares.

Redemption. The Company at its option had the right to redeem a portion or all of the outstanding Series F Preferred

      Shares. Upon an optional redemption, the Company was required to pay an amount equal to $10 per Series F Preferred Share redeemed \(the “Liquidation Amount”\), plus a redemption premium of 20% of the Liquidation Amount. The Series F Preferred
      Shares included a mandatory redemption provision tied to minimum voting requirements for the Company’s major shareholders, including affiliates of the CEO, pursuant to which if such minimum voting rights fell below 50% the Company would be
      obliged to redeem the full amount of the then outstanding Series F Preferred Shares at a redemption premium of 40%.

Dividends. The holders of outstanding Series F Preferred Shares were entitled to receive semi-annual dividends payable

      in cash at a rate of 13.5% per year of the Liquidation Amount of the then outstanding Series F Preferred Shares. In addition, a one-time cash dividend equal to 4.0% of the Liquidation Amount was payable to the relevant holders 30 days following
      the initial issuance of Series F Preferred Shares.

Ranking. All shares of Series F Preferred Shares ranked pari passu with the Company’s common shares.

Description of June 2022 Warrants and October 2022 Warrants

On October 10, 2022, we entered into a warrant exercise inducement letter agreement (“Inducement Letter”) with an accredited investor that was an existing holder of the June 2022 Warrants, wherein the investor agreed to exercise all of the June 2022 Warrants at an exercise price reduced from $120.00 per share to $81.00 per share, in consideration for the issuance of new warrants (the “October 2022 Warrants”) to purchase up to an aggregate of 89,393 common shares for a purchase price of $81.00 per common share. The net proceeds of the exercise of the June 2022 Warrants to the Company, after deducting estimated expenses and fees, were approximately $4.5 million.

The following description of the characteristics of the October 2022 Warrants is a summary and does not purport to be complete and is qualified by reference to the Form of Common Stock Purchase Warrant attached as an exhibit to our Report on Form 6-K filed with the SEC on October 11, 2022.

Exercisability. The October 2022 Warrants are exercisable at any time after their original issuance and June 7, 2027.

      The October 2022 Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the common shares underlying
      the October 2022 Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in
      immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the October 2022 Warrants under the Securities Act is not effective or
      available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the 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 warrant. No fractional common shares will be issued in connection with the exercise of a warrant. In lieu of fractional shares,
      we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Exercise Limitation. A holder will not have the right to exercise any portion

      of the warrant if the holder \(together with its affiliates\) would beneficially own in excess of 9.99% of the number of shares 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 October 2022 Warrants.

Exercise Price. The exercise price per whole common share purchasable upon

      exercise of the October 2022 Warrants is $81.00 per share. The exercise price is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events
      affecting our common shares and also upon any distributions of assets, including cash, stock or other property to our shareholders.

Transferability. Subject to compliance with any applicable securities laws and

      the additional conditions set forth in the October 2022 Warrants certificate, the October 2022 Warrants and all rights hereunder are transferable, in whole or in part, upon surrender of the October 2022 Warrants at our principal office or our
      designated agent, together with a written assignment of the October 2022 Warrants substantially in the form attached thereto duly executed by the holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the
      making of such transfer.

Fundamental Transactions. In the event of a fundamental transaction, as

      described in the October 2022 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 any person or group becoming the beneficial owner of 50% of the voting power represented by our
      outstanding common shares, the holders of the October 2022 Warrants will be entitled to receive upon exercise of the October 2022 Warrants the kind and amount of securities, cash or other property that the holders would have received had they
      exercised the October 2022 Warrants immediately prior to such fundamental transaction.

Rights as a Shareholder. Except as otherwise provided in the October 2022

      Warrants or by virtue of such holder’s ownership of our common shares, the holder of the October 2022 Warrants does not have the rights or privileges of a holder of our common shares, including any voting rights, until the holder exercises the
      warrant.

Governing Law. The October 2022 Warrants and the October 2022 Warrants Agreement are governed by New York law.

Description of Class C Warrants

On December 6, 2022, we closed a public offering of 562,500 units, each consisting of one of our common shares and Class C Warrants to purchase one common share, at a price of $24.00 per unit. The gross proceeds of the offering to us, before discounts and commissions and estimated offering expenses, were approximately $13.5 million.

The following description of the characteristics of the Class C Warrants is a summary and does not purport to be complete and is qualified by reference to the Form of Class C Common Stock Purchase Warrant and the Warrant Agency Agreement attached as exhibits to our Report on Form 6-K filed with the SEC on December 14, 2022.

Exercisability. The Class C Warrants are exercisable at any time after their original issuance and at any time up to

      the date that is five years after their original issuance. The Class C Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement
      registering the issuance of the common shares underlying the Class C Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the
      issuance of such shares, by payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the Class C Warrants
      under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the 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 warrant. No fractional common shares will be issued in connection with the exercise
      of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Exercise Limitation. A holder will not have the right to exercise any portion

      of the warrant if the holder \(together with its affiliates\) would beneficially own in excess of 4.99% of the number of shares 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 Class C Warrants.

Exercise Price. The exercise price per whole common share purchasable upon

      exercise of the Class C Warrants was $24.00 per share. The exercise price is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events
      affecting our common shares and also upon any distributions of assets, including cash, stock or other property to our shareholders. On February 14, 2023 we entered into a securities purchase agreement with several institutional investors as part
      of a registered direct equity offering, under which we reduced the exercise price per common share under the outstanding Class C Warrants to $16.20 per common share with all other terms remaining unchanged.

Transferability. The Class C Warrants and all rights hereunder are

      transferable, in whole or in part, upon surrender of the Class C Warrants at our principal office or our designated agent, together with a written assignment of the Class C Warrants substantially in the form attached thereto duly executed by the
      holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.

Warrant Agent. The Class C Warrants are issued in registered form under the warrant agency agreement between American

      Stock Transfer & Trust Company, as warrant agent, and us.

Fundamental Transactions. In the event of a fundamental transaction, as

      described in the Class C 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 any person or group becoming the beneficial owner of 50% of the voting power represented by our
      outstanding common shares, the holders of the Class C Warrants will be entitled to receive upon exercise of the Class C Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the
      Class C Warrants immediately prior to such fundamental transaction.

Rights as a Shareholder. Except as otherwise provided in the Class C Warrants

      or by virtue of such holder’s ownership of our common shares, the holder of a Class C Warrant does not have the rights or privileges of a holder of our common shares, including any voting rights, until the holder exercises the warrant.

Governing Law. The Class C Warrants and the Class C Warrant Agreement are governed by New York law.

Description of February 2023 Warrants

On February 14, 2023, we entered into a securities purchase agreement with certain unaffiliated institutional investors to purchase up to 837,094 units, each unit consisting of (i) one common share, par value $0.01 per share (each, a “Common Share”) of the Company and (ii) warrants to purchase one Common Share in a registered direct offering. On February 16, 2023, we issued 837,094 Common Shares and 10,045,185 warrants (the “February 2023 Warrants”) to purchase 837,094 common shares with an exercise price of $16.20 per common share.

The following description of the characteristics of the February 2023 Warrants is a summary and does not purport to be complete and is qualified by reference to the Form of Common Stock Purchase Warrant attached as an exhibit to our Report on Form 6-K filed with the SEC on February 16, 2023.

Exercisability. The February 2023 Warrants are exercisable at any time after their original issuance and through

      February 16, 2028. The February 2023 Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the common
      shares underlying the February 2023 Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment
      in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the February 2023 Warrants under the Securities Act is not
      effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the 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 warrant. No fractional common shares will be issued in connection with the exercise of a warrant. In lieu of
      fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Exercise Limitation. A holder will not have the right to exercise any portion

      of the warrant if the holder \(together with its affiliates\) would beneficially own in excess of 9.99% of the number of shares 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 February 2023 Warrants.

Exercise Price. The exercise price per whole common share purchasable upon

      exercise of the February 2023 Warrants is $16.20 per share. The exercise price is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events
      affecting our common shares and also upon any distributions of assets, including cash, stock or other property to our shareholders.

Transferability. Subject to compliance with any applicable securities laws and

      the additional conditions set forth in the February 2023 Warrants certificate, the February 2023 Warrants and all rights hereunder are transferable, in whole or in part, upon surrender of the February 2023 Warrants at our principal office or our
      designated agent, together with a written assignment of the February 2023 Warrants substantially in the form attached thereto duly executed by the holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the
      making of such transfer.

Fundamental Transactions. In the event of a fundamental transaction, as

      described in the February 2023 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 any person or group becoming the beneficial owner of 50% of the voting power represented by our
      outstanding common shares, the holders of the February 2023 Warrants will be entitled to receive upon exercise of the February 2023 Warrants the kind and amount of securities, cash or other property that the holders would have received had they
      exercised the February 2023 Warrants immediately prior to such fundamental transaction.

Rights as a Shareholder. Except as otherwise provided in the February 2023

      Warrants or by virtue of such holder’s ownership of our common shares, the holder of a February 2023 Warrants does not have the rights or privileges of a holder of our common shares, including any voting rights, until the holder exercises the
      warrant.

Governing Law. The February 2023 Warrants and the February 2023 Warrants Agreement are governed by New York law.

Shareholder Meetings

Under our Amended and Restated 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 exclusively 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 a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in the election. Our Third Amended and Restated Articles of Incorporation and Amended and Restated By-laws, as further amended, prohibit 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 66 2/3% of the entire board. Each director shall be elected to serve until the third succeeding annual meeting of shareholders and until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his 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 Third Amended and Restated 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 possible, 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 Third Amended and Restated Articles of Incorporation and Amended and Restated By-Laws require parties other than our Board of Directors to give advance written notice of nominations for the election of directors. Our Third Amended and Restated Articles of Incorporation provide that our directors may be removed only for cause and only upon the affirmative vote of the holders of at least 80% of the outstanding shares of our capital stock entitled to vote for those 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 have the right to dissent from various corporate actions, including certain mergers or consolidations or sales 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, subject to exceptions. For example, the right of a dissenting shareholder to receive payment of the fair value of his shares is not available if for the shares of any class or series of shares, which shares at the record date fixed to determine the shareholders entitled to receive notice of and vote at the meeting of shareholders to act upon the agreement of merger or consolidation, were either (1) listed on a securities exchange or admitted for trading on an interdealer quotation system or (2) held of record by more than 2,000 holders. In the event of any further amendment of the articles, 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. In the event that we and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the High Court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange. The value of the shares of the dissenting shareholder is fixed by the court after reference, if the court so elects, to the recommendations of a court-appointed appraiser.

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 common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates. Our Bylaws provide that unless we consent in writing to the selection of alternative forum, the sole and exclusive forum for (i) any shareholders’ derivative action or proceeding brought on behalf of us, including any such action arising under the Exchange Act or the Securities Act (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other of our employees or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the BCA, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the High Court of the Republic of the Marshall Islands, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. However, 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 provision contained in our Bylaws to be inapplicable or unenforceable in such action. In particular, 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 or the rules and regulations thereunder. In addition, 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 or the rules and regulations thereunder. Shareholders’ derivative actions, including those arising under the Exchange Act or Securities Act, are subject to our forum selection provision. To the extent that the exclusive forum provision would apply to restrict the courts in which our shareholders may bring claims arising under the Exchange Act or the Securities Act and the rules and regulations thereunder, there is uncertainty as to whether a court would enforce such a provision. Investors cannot waive compliance with the federal securities laws and the rules and regulations promulgated thereunder. For more information regarding the risks connected to the forum selection provision in our Bylaws, see “Item 3. Key Information—D. Risk Factors—Risks Related to our Common Shares— We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable.”

Anti-takeover Provisions of our Charter Documents

Several provisions of our Third Amended and Restated Articles of Incorporation and Amended and Restated 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.

Business Combinations

Our Third Amended and Restated Articles of Incorporation include provisions which prohibit us from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the person became an interested shareholder, unless:

●	prior to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the Board approved either the business combination or the transaction that resulted in the<br> shareholder becoming an interested shareholder;
●	upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at<br> the time the transaction commenced;
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●	at or subsequent to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the business combination is approved by the Board and authorized at an annual or special<br> meeting of shareholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested shareholder; and
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●	the shareholder became an interested shareholder prior to the consummation of the initial public offering.
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Limited Actions by Shareholders

Our Third Amended and Restated Articles of Incorporation and our Amended and Restated 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 Third Amended and Restated Articles of Incorporation and our Amended and Restated By-Laws provide that only 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.

Blank Check Preferred Stock

Under the terms of our Third Amended and Restated 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 Required for Certain Amendments to Our By-Laws

On February 28, 2007, we amended our by-laws to require that amendments to certain provisions of our by-laws may be made when approved by a vote of not less than 66 2/3% of the entire Board of Directors. These provisions that require not less than 66 2/3% 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 Board of Directors and the filling of vacancies on our Board of Directors.

Stockholders Rights Agreement

The Board 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 our outstanding common shares without the approval of our Board of Directors. If a shareholder’s beneficial ownership of our 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 by 1% or more.

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.

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 entire Rights Agreement, which is an exhibit to the Form 8-A filed by us on September 22, 2016 and incorporated herein by reference. The foregoing description of the Rights Agreement is qualified in its entirety by reference to such exhibit.

The Rights. The Rights trade with, and are inseparable from, our common shares. The Rights are evidenced only by certificates that

      represent our common shares. New Rights will accompany any new of our common shares issued after October 5, 2016 until the Distribution Date described below.

Exercise Price. Each Right allows its

        holder to purchase from us one one-thousandth of a share of Series A Participating Preferred Stock, or a Series A Preferred Share, for an initial exercise price of $50.00, subject to adjustment pursuant to the Rights Agreement, or the Exercise
        Price, once the Rights become exercisable. This portion of a Series 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.

Exercisability. The Rights are not 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 our 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 Exchange Act—are treated as beneficial ownership of the number of our common shares equivalent to the economic exposure created by the derivative position, to the extent our actual 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 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.

The date when the Rights become exercisable is the “Distribution Date.” Until that date, our common share 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 our common shares will constitute a transfer of Rights. After that date, the Rights will separate from our common shares and will be evidenced by book-entry credits or by Rights certificates that we will mail to all eligible holders of our common shares. Any Rights held by an Acquiring Person are null and void and may not be exercised.

Series A Preferred Share Provisions

Each one one-thousandth of a Series 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<br> dividends or other distributions other than a dividend payable in our common shares or a subdivision of our outstanding common shares (by reclassification or otherwise), declared on our common shares since the immediately preceding<br> quarterly dividend payment date; and
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●	entitle holders to one vote on all matters submitted to a vote of our shareholders.
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The value of one one-thousandth interest in a Series 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 our common shares, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of our 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.

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. 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 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 our 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.

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Redemption. Our Board of Directors may redeem the Rights for $0.01 per Right at any time before any person or group becomes an Acquiring

      Person. If our Board of Directors 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 $0.01 per Right. The redemption price
      will be adjusted if we have a stock dividend or a stock split.

Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of our 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, 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) September 22, 2026; or (ii) the redemption or exchange of the Rights as described

      above.

Anti-Dilution Provisions. The Board may adjust the purchase price of the Series A Preferred Shares, the number of Series A 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 Series A Preferred Shares or our 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.	Material Contracts

We refer you to “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities,” “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing Commitments under Sale and Leaseback Arrangements,” “Item 6. Directors, Senior Management and Employees—B. Compensation”, “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions”, “Item 18. Financial Statements—Note 5—Transactions with related parties”, “Item 18. Financial Statements—Note 6—Leases” and “Item 18. Financial Statements—Note 7—Debt” for a discussion of our material agreements that we have entered into outside the ordinary course of our business.

Certain of these material agreements that are to be performed in whole or in part at or after the date of this annual report are attached as exhibits to this annual report. Other than these contracts, we have no other material contracts, other than contracts entered into in the ordinary course of business, to which we are a party.

D.	Exchange controls

The Marshall Islands impose no exchange controls on non-resident corporations.

E.	Taxation

The following represents the opinion of our United States and Marshall Islands tax counsel, Watson Farley & Williams LLP, and is a summary 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. In

        the opinion of our Marshall Islands tax counsel, Watson Farley & Williams LLP, 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 shares.

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 agreement 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
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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<br> exemption” to corporations organized 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
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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<br> United States, which we refer to as the “Publicly-Traded Test.”
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The Marshall Islands, the jurisdiction where we and our ship-owning subsidiaries 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 United States Internal Revenue Service, or IRS, that the 50% Ownership Test has been satisfied (as detailed in the Treasury Regulations). We believe that we satisfied the 50% Ownership Test for the 2024 taxable year and intend to take this position on our U.S. federal income tax return for the 2024 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. Our common shares, which are our sole class of issued and outstanding stock that is traded, were traded on the Nasdaq Capital Market until April 23, 2024, and beginning April 24, 2024, are and we anticipate will continue to be traded on the NYSE. Therefore, in 2024, our common shares were “primarily traded” on the Nasdaq Capital Market and the NYSE. The Treasury Regulations also require that our stock be “regularly traded” on an established securities market. Under the Treasury Regulations, our stock 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 common stock, which was listed on the Nasdaq Capital Market until April 23, 2024, and on the NYSE beginning April 24, 2024, and is our only class of publicly-traded stock, did not constitute more than 50% of our outstanding shares by vote for the 2024 taxable year, and accordingly, we did not satisfy the listing threshold for the 2024 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.

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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 NYSE on which our common shares are traded); (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 we were not a PFIC for our 2024 taxable year, and we do not expect to be a PFIC for subsequent taxable years. If we were treated as a PFIC for our 2024 or 2025 taxable year, any dividends paid by us during 2025 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 urged to consult your tax advisor regarding the applicability of the net investment income tax to your income and gains in respect of your investment in our common shares.

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.
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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 we were not a PFIC for our 2024 taxable year because we 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, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. 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.

A U.S. Holder who held our common shares during any period in which we were treated as a PFIC and who neither made a QEF Election nor a Mark-to-Market Election may continue to be subject to the Default PFIC Regime, notwithstanding that we are no longer a PFIC. If you are a U.S. Holder who held our common shares during any period in which we were a PFIC but failed to make either of the foregoing elections, you are strongly encouraged to consult your tax advisor regarding the U.S. federal income tax consequences to you of holding our common shares in periods in which we are no longer a PFIC.

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 NYSE 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
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●	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<br> tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
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Any distributions other than “excess distributions” by us to a Non-Electing Holder will be treated as discussed above under “Taxation—U.S. Federal Income Taxation of U.S. Holders—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 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<br> to that gain, that gain is 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.
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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 annual 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 http://www.topships.org. The information contained on, or that can be accessed through, these websites is not incorporated by reference herein and does not form part of this annual report.

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

Our Risk Management Policy

Market risks relating to adverse movements in freight rates in the product tanker and crude oil tanker markets are minimized due to the fact that all the vessels in our fleet are under period employment earning fixed time charter rates. Our policy is to continuously monitor our exposure to other business risks, including the impact of changes in interest rates, currency rates, and bunker prices on earnings and cash flows. We assess these risks and, when appropriate, enter into derivative contracts with credit-worthy counterparties to minimize our exposure to the risks. With regard to bunker prices, as our employment policy for our vessels has been and is expected to continue to be with a high percentage of our fleet on period employment, we are not directly exposed with respect to those vessels to increases in bunker fuel prices, as these are the responsibility of the charterer under period charter arrangements.

Interest Rate Risk

We are exposed to the impact of interest rate changes primarily through our floating-rate borrowings that require us to make interest payments based on LIBOR (as, although we amended our financing arrangements to transition from LIBOR to SOFR, such arrangements previously used LIBOR, including during the fiscal years ended December 31, 2022 and 2023) (See “Item 18. Financial Statements—Note 7—Debt”). Furthermore we may be subject to additional market risks relating to changes in interest rates when we take on additional indebtedness. Significant increases in interest rates could adversely affect operating margins, results of operations and ability to service debt. As of December 31, 2024, our total indebtedness excluding unamortized financing fees and debt discounts was $265.2 million, of which $120.8 million refer to the 1^st^ CMBFL Facility, the interest rate of which does not fluctuate.

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 $1.4 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 U.S. dollar SOFR would have increased our interest rate expense for 2024, on an annualized basis, by approximately $2.2 million.

Foreign Exchange Rate Fluctuation

We generate all of our revenues in U.S. dollars but incur certain expenses in currencies other than U.S. dollars, mainly the Euro. During 2024, approximately 97.0% of our expenses were in U.S. Dollars, 2.5% were in Euro and approximately 0.5% were in other currencies than the U.S. dollar or 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 have not hedged currency exchange risks associated with our expenses and our operating results could be adversely affected as a result. We constantly monitor the U.S. dollar exchange rate and we try to achieve the most favorable exchange rates from the financial institutions we work with.

Based on our total expenses for the year ended December 31, 2024 and using as an average exchange rate of $1.0816 to €1, a 5% decrease in the exchange rate to $1.0275 to €1 would result in an expense savings of approximately $0.1 million. Since we have no revenues in Euros an inverse 5% change in the exchange rate would lead to an equivalent additional expense of the same amount.

Based on our total expenses for the year ended December 31, 2023 and using as an average exchange rate of $1.0824 to €1, a 5% decrease in the exchange rate to $1.0283 to €1 would result in an expense savings of approximately $0.1 million. Since we have no revenues in Euros an inverse 5% change in the exchange rate would lead to an equivalent additional expense of the same amount.

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable.

PART II

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Neither we nor any of our subsidiaries have been subject to a material default in the payment of principal, interest, a sinking fund or purchase fund installment or any other material default that was not cured within 30 days.

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

On September 14, 2016, we adopted a Stockholders Rights Agreement, pursuant to which each of our common shares includes one preferred stock purchase right that entitles the holder to purchase from us a unit consisting of one-thousandth of a share of our Series A Participating Preferred Stock if any third-party seeks to acquire control of a substantial block of our common shares without the approval of our Board of Directors. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholders Rights Agreement” included in this annual report for a description of our Stockholders Rights Agreement.

Please also see “Item 10. Additional Information—B. Memorandum and Articles of Association” for a description of the rights of holders of our October 2022 Warrants, Class C Warrants, February 2023 Warrants and Series D Preferred Shares relative to the rights of holders of our common shares.

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

Management, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act, as of December 31, 2024.

The term disclosure controls and procedures are defined under SEC rules as controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 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.

Our management, including the chief executive and chief financial officer, recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, in the design and evaluation of our disclosure controls and procedures our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based on this evaluation, the chief executive officer and chief financial officer concluded that, as of December 31, 2024, our disclosure controls and procedures, which include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure, were effective in providing reasonable assurance that information that was required to be disclosed by us in reports we file or submit under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

●	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and<br> expenditures are being made only in accordance with authorizations of Company’s management and directors; and
---	---
●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
---	---

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within us have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management with the participation of our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of its assessment, the Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting are effective as of December 31, 2024.

c)	Attestation Report of the Registered Public Accounting Firm

This annual report does not contain an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm since under the SEC adopting release implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, companies that are non-accelerated filers are exempt from including auditor attestation reports in their Form 20-Fs.

d)	Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period 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
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We have established an audit committee composed of three independent members that are responsible for reviewing our accounting controls and recommending to our Board of Directors the engagement of our outside auditors.

We do not believe it is necessary to have a financial expert, as defined in Item 407 of Regulation S-K, because our Board of Directors has determined that the members of the audit committee have the financial experience and other relevant experience necessary to effectively perform the duties and responsibilities of the audit committee.

ITEM 16B.	CODE OF ETHICS

Our Board of Directors has adopted a Corporate Code of Business Ethics and Conduct 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 Relations” section of our website at www.topships.org. 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. Alexandros Tsirikos at our registered address and phone number.

ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

Aggregate fees billed to us for the years ended December 2023 and 2024 represent fees billed by our principal accounting firm, Deloitte Certified Public Accountants S.A., an independent registered public accounting firm and member of Deloitte Touche Tohmatsu, Limited. Audit fees represent compensation for professional services rendered for the audit of the consolidated 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. In addition, it includes fees billed for professional services rendered for the audit and reviews of Rubico Inc. Predecessor financial statements, as well as in connection with (i) the issuance of related consents and (ii) the review of Rubico Inc.’s registration statement. For 2023 and 2024, no other non-audit, tax or other fees were charged.

U.S. dollars in thousands,	Year Ended
	2023		2024
Audit Fees		410.3		342.0

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.

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

We have certified to the NYSE that our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands. Pursuant to an exception under the NYSE listing standards available to foreign private issuers, we are not required to comply with all of the corporate governance practices followed by U.S. companies under the NYSE listing standards. Pursuant to Section 110 of the NYSE American LLC Company Guide, we are required to list the significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies. Set forth below is a list of those differences:

•	Audit Committee. The NYSE requires, among other things, that a listed company has an audit committee with a minimum of three independent members, at least one of whom<br> meets certain standards of financial sophistication. As permitted under Marshall Islands law, our audit committee consists of three independent directors but we do not designate any one audit commit member as meeting the standards of<br> financial sophistication.
•	Meetings of Directors. In lieu of holding a meeting of our Board of Directors on at least a quarterly basis and a regularly scheduled meetings of the independent<br> directors, including at least annually in executive session without the presence of non-independent directors and management, we will comply with the provisions of Marshall Islands law and our bylaws, which do not require such regularly<br> scheduled meetings.
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•	Shareholder Approval of Equity Compensation Plans. The NYSE requires listed companies to obtain prior shareholder approval to adopt or materially revise any equity<br> compensation plan. As permitted under Marshall Islands law, we do not need prior shareholder approval to adopt or revise equity compensation plans.
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•	Share Issuances. In lieu of obtaining shareholder approval prior to the sale, issuance, or potential issuance of common stock (or securities<br> convertible into common stock) at a price less than the greater of book or market value which together with sales by officers, directors or principal shareholders of the issuer equals 20% or more of presently outstanding common stock<br> and the sale, issuance, or potential issuance of common stock (or securities convertible into common stock) equal to 20% or more of presently outstanding stock for less than the greater of book or market value of the stock, we will<br> comply with the provisions of Marshall Islands law, which allows our Board of Directors to approve share issuances.
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•	Proxy Statements. As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to the NYSE pursuant to Marshall Islands law. Consistent<br> with Marshall Islands law and as provided in our 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 business to be<br> transacted at the meeting. In addition, our bylaws provide that shareholders must give us between 120 and 180 days’ advance notice to properly introduce any business at a meeting of the shareholders.
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Other than as noted above, we are in compliance with all other NYSE corporate governance standards applicable to U.S. domestic issuers.

If at any time we cease to be a “foreign private issuer” under the rules of the NYSE and the Exchange Act, as applicable, our board of directors will be required to take all action necessary to comply with the NYSE corporate governance rules.

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 Corporate Code of Business Ethics and Conduct, 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 was filed as Exhibit 11.1 to our Annual Report on Form 20-F, filed with the SEC on March 29, 2024.

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.
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(iii)	Overall assessment of cybersecurity incidents materiality and potential impact on the company’s operations and financial condition by our senior<br> management team and our board of directors, in cooperation, if considered necessary, with specialized external consultants.
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(iv)	Oversight responsibility of cybersecurity risks and compliance with relevant disclosure requirements lies with our senior management team and our board of directors.
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(v)	Training and Awareness – we have various information technology policies relating to cybersecurity. We also provide employee training that is<br> administered on a periodic and on a case-by-case basis 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.
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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.D. Risk Factors—Company-Specific Risk Factors—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
Number	Description of Exhibits
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1.1	Third Amended and Restated Articles of Incorporation of TOP Ships Inc. (incorporated by reference to Exhibit<br> 99.2 of the Company’s Current Report on Form 6-K, filed with the SEC on June 24, 2011).
1.2	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated April 17, 2014<br> (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 6-K, filed with the SEC on April 18, 2014).
1.3	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated February 15, 2016<br> (incorporated by reference to Exhibit 1.3 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 26, 2016).
1.4	Certificate of Correction to the Third Amended and Restated Articles of Incorporation, dated February 14, 2017<br> (incorporated by reference to Exhibit 1.4 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).
1.5	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated May 10, 2017<br> (incorporated by reference to Exhibit 1.5 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).
1.6	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated June 22, 2017<br> (incorporated by reference to Exhibit 1.6 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).
1.7	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated August 2, 2017<br> (incorporated by reference to Exhibit 1.7 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).
1.8	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated October 5, 2017<br> (incorporated by reference to Exhibit 1.8 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).
1.9	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated March 23, 2018<br> (incorporated by reference to Exhibit 1.9 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).
1.10	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated August 21, 2019 (incorporated by reference to Exhibit 99.2 of the Company’s<br> Current Report on Form 6-K, filed with the SEC on August 22, 2019).
1.11	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated August 7, 2020<br> (incorporated by reference to Exhibit 1.11 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 23, 2021).
1.12	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated September 22,<br> 2022 (incorporated by reference to Exhibit 1.12 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 3, 2023).
1.13	Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 99.1 of the Company’s Current<br> Report on Form 6-K, filed with the SEC on March 9, 2007).
1.14	Amendment No. 1 to the Amended and Restated By-Laws (incorporated by reference to Exhibit 1 of the Company’s<br> Current Report on Form 6-K, filed with the SEC on November 28, 2014).
2.1	Form of Share Certificate (incorporated by reference to Exhibit 2.1 of the Company’s Annual Report on Form<br> 20-F, filed with the SEC on June 29, 2009).
2.2	Form of October 2022 Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current<br> Report on Form 6-K, filed with the SEC on October 11, 2022).
2.3	Form of Class C Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.4 of the Company’s Current<br> Report on Form 6-K, filed with the SEC on December 14, 2022).
2.4	Form of February 2023 Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 of the Company’s Current<br> Report on Form 6-K, filed with the SEC on February 16, 2023).
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2.5	Certificate of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock of<br> TOP Ships Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 6-K, filed with the SEC on September 22, 2016).
2.6	Statement of Designations, Preferences and Rights of the Series D Preferred Stock of TOP<br> Ships Inc.^^(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed with the SEC on May 8,<br> 2017).
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2.7	Certificate of Amendment to Certificate of Designation of Rights, Preferences and<br> Privileges of Series D Preferred Stock of TOP Ships Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 6-K, filed with the SEC on December 4, 2020).
2.8	Description of Securities*
4.1	TOP Ships Inc. 2015 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 of the<br> Company’s Annual Report on Form 20-F, filed with the SEC on April 26, 2016).
4.2	Stockholders Rights Agreement with Computershare Trust Company, N.A., as Rights Agent as of<br> September 22, 2016 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed with the SEC on September 22, 2016).
4.3	Employment Agreement between TOP Ships Inc. and Central Mare Inc. dated September 1,<br> 2010, regarding employment of Chief Technical Officer (incorporated by reference to Exhibit 4.5 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).
4.4	Employment Agreement between TOP Ships Inc. and Central Mare Inc. dated September 1,<br> 2010, regarding employment of Executive Vice-President and Chairman (incorporated by reference to Exhibit 4.6 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).
4.5	Employment Agreement between TOP Ships Inc. and Central Mare Inc. dated September 1,<br> 2010, regarding employment of President and Chief Executive Officer (incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).
4.6	Employment Agreement between TOP Ships Inc. and Central Mare Inc. dated September 1,<br> 2010, regarding employment of Chief Financial Officer (incorporated by reference to Exhibit 4.8 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).
4.7	Management Agreement dated as of January 1, 2019 with Central Shipping Inc., in respect<br> of Hull 8242 (renamed Eco Marina Del Rey) (incorporated by reference to Exhibit 4.105 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 28, 2019).
4.8	Management Agreement dated as of January 1, 2019 with Central Shipping Inc., in respect<br> of Hull S874 (TBN Eco Bel Air) (incorporated by reference to Exhibit 4.108 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 28, 2019).
4.9	Management Agreement dated as of January 1, 2019 with Central Shipping Inc., in respect<br> of Hull S875 (TBN Eco Beverly Hills)^^(incorporated by reference to Exhibit 4.113 of the Company’s Annual Report on Form 20-F, filed with the SEC on March<br> 28, 2019).
4.10	Fifth Amendment to the Agreement for Provision of Personnel, dated January 1, 2019,<br> between Top Ships Inc. and Central Mare Inc. (incorporated by reference to Exhibit 4.115 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 28, 2019).
4.11	Letter Agreement from Central Shipping Inc. to Top Ships Inc. dated as of January 1,<br> 2019, in respect of provision of management services (incorporated by reference to Exhibit 4.116 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 28, 2019).
4.12	Loan Agreement for a Secured Floating Interest Rate Loan Facility of up to $37,660,000, dated<br> March 12, 2020, by and among Alpha Bank A.E., California 19 Inc. and California 20 Inc., in relation to the M/T Eco Yosemite Park and M/T Eco Joshua Park (incorporated by reference to Exhibit 4.25 of the Company’s Annual Report on Form<br> 20-F, filed with the SEC on April 23, 2021).

4.13	First Supplemental Agreement in relation to the Loan Agreement dated March 12, 2020, by and among Alpha Bank S.A,<br> California 19 Inc., California 20 Inc., Central Mare Inc. and Top Ships Inc., in relation to the M/T Eco Yosemite Park and M/T Eco Joshua Park (incorporated by reference to Exhibit 4.26 of the Company’s Annual Report on Form 20-F, filed<br> with the SEC on April 23, 2021).
4.14	Corporate Guarantee, dated December 8, 2020, by and between Top Ships Inc. and Alpha Bank S.A., in respect of the<br> obligations under the Loan Agreement dated March 12, 2020 (incorporated by reference to Exhibit 4.27 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 23, 2021).
4.15	Second Supplemental Agreement dated February 2, 2022, by and between Top Ships Inc. and Alpha Bank S.A., in respect<br> of the obligations under the Loan Agreement dated March 12, 2020 (incorporated by reference to Exhibit 4.20 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 15, 2022).
4.16	Joint Venture Agreement, dated March 11, 2020, by and between Augustus Enterprises Inc., Just-C Limited and<br> California 19 Inc. relating to the M/T Eco Yosemite Park (incorporated by reference to Exhibit 4.30 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 23, 2021).
4.17	Joint Venture Agreement, dated March 11, 2020, by and between Augustus Enterprises Inc., Just-C Limited and<br> California 20 Inc. relating to the M/T Eco Joshua Park (incorporated by reference to Exhibit 4.31 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 23, 2021).
4.18	Bareboat Charter in respect of M/T Eco West Coast, dated December 8,<br> 2023 (incorporated by reference to Exhibit 4.18 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2024).
4.19	Guarantee and Indemnity dated December 8, 2023, between Top Ships Inc. and Great<br> Equinox Limited, relating to the bareboat charter of M/T Eco West Coast (incorporated by reference to Exhibit 4.19 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2024).
---	---
4.20	Bareboat Charter in respect of M/T Eco Malibu, dated December 8, 2023<br> (incorporated by reference to Exhibit 4.20 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2024).
4.21	Guarantee dated December 8, 2023, between Top Ships Inc. and Giant 9 Holding<br> Limited, relating to the bareboat charter of M/T Eco Malibu (incorporated by reference to Exhibit 4.21 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2024).
4.22	Bareboat Charter in respect of M/T Julius Caesar, dated January 11, 2024<br> (incorporated by reference to Exhibit 4.22 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2024).
4.23	Guarantee dated January 11, 2024, between Top Ships Inc. and Sea 268 Leasing Co. Limited, relating to the<br> bareboat charter of M/T Julius Caesar (incorporated by reference to Exhibit 4.23 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2024).
4.24	Bareboat Charter in respect of M/T Legio X Equestris, dated January 11, 2024 (incorporated by reference to<br> Exhibit 4.24 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2024).
4.25	Guarantee dated January 11, 2024, between Top Ships Inc. and Sea 269 Leasing Co.<br> Limited, relating to the bareboat charter of M/T Legio X Equestris (incorporated by reference to Exhibit 4.25 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2024).
4.26	Facility Agreement dated January 15, 2024, among HSBC Private Bank (Suisse) SA,<br> Top Ships Inc., Julius Caesar Inc. and Legio X. Inc. (incorporated by reference to Exhibit 4.26 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2024).
4.27	Time Charter Party dated as of February 14, 2022 in respect of M/T Eco Bel Air<br> (incorporated by reference to Exhibit 4.27 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2024).
4.28	Time Charter Party dated as of February 14, 2022 in respect of M/T Eco Beverly<br> Hills (incorporated by reference to Exhibit 4.28 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2024).

4.29	Bareboat Charter in respect of M/T Eco Oceano CA, dated as of March 2, 2022 (incorporated by reference to Exhibit<br> 4.36 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 15, 2022).
4.30	Form of Securities Purchase Agreement dated June 3, 2022 between Top Ships Inc. and certain purchasers thereto<br> (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 6-K, filed with the SEC on June 10, 2022).
4.31	Form of Inducement Letter dated October 6, 2022 between Top Ships Inc. and the warrant holder thereto (incorporated<br> by reference to Exhibit 10.1 of the Company’s Current Report on Form 6-K, filed with the SEC on October 11, 2022).
4.32	Form of Securities Purchase Agreement dated December 4, 2022 between Top Ships Inc. and certain purchasers thereto<br> (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 6-K, filed with the SEC on December 14, 2022).
4.33	Warrant Agency Agreement dated December 6, 2022 between Top Ships Inc. and American Stock Transfer & Trust<br> Company, LLC (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 6-K, filed with the SEC on December 14, 2022).
---	---
4.34	Form of Securities Purchase Agreement dated February 14, 2023 between Top Ships Inc. and certain purchasers thereto (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 6-K, filed with the SEC on February 16, 2023).
4.35	Bareboat Charter in respect of M/T Eco Marina Del Rey, dated January 11, 2024*
4.36	Guarantee dated January 11, 2024, between Top Ships Inc. and Sea 179 Leasing Co.<br> Limited, relating to the bareboat charter of M/T Eco Marina Del Rey*
4.37	Share Purchase Agreement in respect of PARABELLVM, dated as of July 12, 2024*
4.38	Share Purchase Agreement in respect of M/Y Sanlorenzo, dated as of April 11, 2025*
4.39	Yacht Building Contract in respect of M/Y Sanlorenzo, dated May 2, 2024*
8.1	List of subsidiaries of the Company*
11.1	Insider trading policy of the Company (incorporated by reference to<br> Exhibit 11.1 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2024).
12.1	Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive<br> Officer*
12.2	Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial<br> Officer*
13.1	Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C.<br> Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
13.2	Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C.<br> Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
15.1	Consent of Independent Registered Accounting Firm*
15.2	Consent of Watson Farley & Williams LLP*
97.1	Policy for the Recovery of Erroneously Awarded Compensation of the<br> Company (incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2024).
101	The following materials from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, formatted in Inline eXtensible Business Reporting Language (iXBRL):<br> (i) Consolidated Balance Sheets as of December 31, 2023 and 2024; (ii) Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2022, 2023 and 2024; (iii) Consolidated Statements of Stockholders’ Equity for<br> the years ended December 31, 2022, 2023 and 2024; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2023 and 2024; and (v) Notes to Consolidated Financial Statements
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101

*	Filed herewith

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.

	TOP SHIPS INC.
	(Registrant)
Date: April 14, 2025	By:	/s/ Evangelos J. Pistiolis
		Evangelos J. Pistiolis
		President, Chief Executive Officer, and Director

TOP SHIPS INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 1163)<br><br>	F-2
Consolidated Balance sheets as of December 31, 2023 and 2024	F-3
Consolidated Statements of Comprehensive income for the years ended December 31, 2022, 2023 and 2024	F-4
Consolidated Statements of Stockholders’ equity for the years ended December 31, 2022, 2023 and 2024	F-5
Consolidated Statements of Cash flows for the years ended December 31, 2022, 2023 and 2024	F-6
Notes to consolidated financial statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Top Ships Inc.,

Majuro, Republic of the Marshall Islands

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Top Ships Inc. and subsidiaries (the “Company”) as of December 31, 2023 and 2024, the related consolidated statements of comprehensive income, mezzanine and stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, 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, 2023 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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.

Critical Audit Matters

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

April 14, 2025

We have served as the Company’s auditor since 2006.

F-2

TOP SHIPS INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2023 AND 2024

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

			December 31,
			2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	35,956			7,629
Restricted cash (Note 6)	-			1,000
Trade accounts receivable	317			1,113
Prepayments and other	1,545			1,048
Right of use assets from operating leases (Note 6)	-			9,666
Deposit asset (Note 6)	-			2,000
Inventories	915			983
Total current assets	38,733			23,439
FIXED ASSETS:
Vessels, net (Note 4)	374,710			361,374
Right of use assets from operating leases (Note 6)	19,476			-
Other fixed assets, net	505			505
Total fixed assets	394,691			361,879
OTHER NON-CURRENT ASSETS:
Restricted cash (Note 7)	4,000			3,000
Advances for asset acquisitions to related party (Note 5)	-			24,000
Investments in unconsolidated joint ventures (Note 16)	19,635			8,054
Trade accounts receivable, non-current	-			2,400
Deposit asset (Note 6)	2,000			-
Deferred Charges	130			-
Total non-current assets	25,765			37,454
Total assets	459,189			422,772
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 7)	12,418			14,202
Due to related parties<br> (Note 5)	4,648			1,169
Accounts payable	1,356			1,821
Accrued liabilities	2,355			2,993
Unearned revenue	6,615			6,652
Current portion of Operating lease liabilities (Note 6)	8,980			6,357
Current portion of Vessel fair value participation liability (Note 7)	5,000			-
Total current liabilities	41,372			33,194
NON-CURRENT LIABILITIES:
Non-current portion of long-term debt (Note 7)	228,080			245,056
Non-current portion of Operating lease liabilities (Note 6)	6,357			-
Unearned revenue, non-current	-			102
Total non-current liabilities	234,437			245,158
COMMITMENTS AND CONTINGENCIES (Note 8)
Total liabilities	275,809			278,352
MEZZANINE EQUITY:
Preferred stock, 0.01<br> par value; 20,000,000 shares authorized; 3,659,627 and 0 Series F<br> Shares issued and outstanding at December 31, 2023, and 2024 (Note 15)	37			-
Preferred stock, Paid-in capital in excess of par	43,879			-
Total mezzanine equity	43,916			-
STOCKHOLDERS’ EQUITY:
Preferred stock, 0.01<br> par value; 20,000,000 shares authorized; of which 100,000 Series D Shares were outstanding at December 31, 2023 and 2024 (Note 9)	1			1
Common stock, 0.01<br> par value; 1,000,000,000 shares authorized; 4,626,197 shares issued and outstanding at December 31, 2023 and 2024 (Note 9)	46			46
Additional paid-in capital	451,157			451,079
Accumulated deficit	(311,740	)		(306,706	)
Total stockholders’ equity	139,464			144,420
Total liabilities, mezzanine equity and stockholders’ equity	459,189			422,772

All values are in US Dollars.

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

F-3

TOP SHIPS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

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


Revenues (including 7,294,<br> 8,943 and 8,967<br> respectively, from related party) (Note 17 & 5)	80,656		82,949		86,127
EXPENSES:
Voyage expenses (including 1,008,<br> 1,037 and 1,040<br> respectively, to related party) (Note 11)	1,648		1,609		2,008
Operating lease expense (Note 6)	10,840		10,840		10,869
Vessel operating expenses (including 37,<br> 42 and 46<br> respectively, to related party) (Note 11)	18,628		18,527		19,086
Dry-docking costs	-		-		3,152
Vessel depreciation (Note 4)	13,289		14,349		13,336
Management fees-related parties (Note 5)	2,093		2,200		2,266
General and administrative expenses (including 360, 5,360 and 6,360 respectively, to related party) (Note 5)	1,617		6,697		7,506
Gain on sale of vessels	(78	)	-		-
Operating income	32,619		28,727		27,904
OTHER EXPENSES:
Interest and finance costs (including 207,<br> - and -<br> respectively, to related party) (Note 12)	(14,365	)	(22,989	)	(23,496	)
Interest income	48		346		467
Equity gain/(loss) in unconsolidated joint ventures	646		(18	)	159
Total other expenses, net	(13,671	)	(22,661	)	(22,870	)
Net income and comprehensive income	18,948		6,066		5,034
Less: Deemed dividend equivalents on preferred shares related to redemption value (Note 15)	(14,400	)	-		-
Less: Preferred shares dividend (Note 15)	(12,390	)	(6,010	)	-
Less: Deemed dividend on warrant inducement (Note 9)	(1,345	)	-		-
Less: Deemed dividend on Series E Shares conversion	-		(22,426	)	-
Net (loss)/income attributable to common shareholders	(9,187	)	(22,370	)	5,034
(Loss)/Earnings per common share, basic and diluted (Note 10)	(36.34	)	(12.44	)	1.09

All values are in US Dollars.

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

F-4

TOP SHIPS INC.

CONSOLIDATED STATEMENTS OF MEZZANINE AND STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

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

	Mezzanine Equity									Preferred Stock				Common Stock					Additional			Accumulated Deficit<br><br> <br>attributable
	# of<br><br> <br>Shares			Par<br><br> <br>Value			Mezzanine<br><br> <br>Equity			# of<br><br> <br>Shares		Par<br><br> <br>Value		# of<br><br> <br>Shares			Par<br><br> <br>Value		Paid-In<br><br> <br>Capital			to common<br><br> <br>stockholders			Total
BALANCE, December 31, 2021		13,452			-			16,142			100,000		1		165,966			2		429,973			(336,754	)		93,222
Net Income																							18,948			18,948
Stock-based compensation																				(16	)					(16	)
Redemption of fractional shares due to reverse stock split															(535	)				(15	)					(15	)
Issuance of preferred shares (Note 15)		7,200,000			72			71,928																		-
Deemed dividend of Series F shares related to redemption value								14,400												(14,400	)					(14,400	)
Dividends of preferred shares (Note 15)																				(12,390	)					(12,390	)
Exercise of warrants, net of fees															59,595			1		4,535						4,536
Redemptions of preferred shares (Note 15)		(1,349,252	)		(13	)		(16,178	)																	-
Issuance of common stock pursuant to equity offerings, net (Note 9)															632,882			6		20,781						20,787
Deemed dividend on warrant inducement (Note 9)																				(1,345	)					(1,345	)
Incremental fair value of the October 2022 Warrants (Note 9)																				1,345						1,345
BALANCE, December 31, 2022		5,864,200			59			86,292			100,000		1		857,908			9		428,468			(317,806	)		110,672
Net Income																							6,066			6,066
Redemption of fractional shares due to reverse stock split															(27	)										-
Conversion of Series E Shares (Note 15)		(13,452	)		-			(16,142	)						2,930,718			29		38,539						38,568
Deemed dividend on Series E Shares conversion (Note 15)																				(22,426	)					(22,426	)
Dividends of preferred shares (Note 15)																				(6,010	)					(6,010	)
Exercise of warrants, net of fees															500					12						12
Redemptions of preferred shares (Note 15)		(2,191,121	)		(22	)		(26,271	)																	-
Issuance of common stock pursuant to equity offerings, net (Note 9)															837,098			8		12,574						12,582
BALANCE, December 31, 2023		3,659,627			37			43,879			100,000		1		4,626,197			46		451,157			(311,740	)		139,464
Net Income																							5,034			5,034
Equity offering costs																				(78	)					(78	)
Redemptions of preferred shares (Note 15)		(3,659,627	)		(37	)		(43,879	)																	-
BALANCE, December 31, 2024		-			-			-			100,000		1		4,626,197			46		451,079			(306,706	)		144,420

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

F-5

TOP SHIPS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of U.S. Dollars)


Cash Flows from Operating Activities:
Net income	18,948		6,066		5,034
Adjustments to reconcile net income to net cash provided by operating activities:
Vessel depreciation	13,289		14,349		13,336
Other fixed assets depreciation	4		-		-
Equity (gains)/losses in unconsolidated joint ventures	(646	)	18		(159	)
Dividends from cumulative earnings of joint venture	646		-		141
Amortization and write off of deferred financing costs and debt discounts	2,522		4,726		2,862
Stock-based compensation expense	(16	)	-		-
Amortization of Right of use assets from operating leases	8,571		9,232		9,810
Gain on sale of other fixed assets	(15	)	-		-
Gain on sale of vessels	(78	)	-		-
(Increase)/Decrease in:
Trade accounts receivable	68		(309	)	(3,196	)
Inventories	(355	)	111		(68	)
Prepayments and other	(733	)	(231	)	497
Increase/(Decrease) in:
Due to related parties	(3,204	)	4,411		(3,479	)
Accounts payable	(82	)	(503	)	564
Other non-current liabilities	(125	)	(100	)	-
Accrued liabilities	1,068		189		821
Unearned revenue	3,372		(415	)	139
Operating lease liabilities	(9,815	)	(8,611	)	(8,980	)
Net Cash provided by Operating Activities	33,419		28,933		17,322
Cash Flows used in Investing Activities:
Advances for vessels under construction and capitalized expenses	(216,714	)	-		-
Advances for asset acquisition from related parties (Note 5)	-		-		(24,000	)
Returns of investments in unconsolidated joint ventures (Note 16)	2,304		2,520		11,599
Net proceeds from vessel sales	71,714		-		-
Net proceeds from sales of other fixed assets, net	40		-		-
Net Cash (used in)/ provided by Investing Activities	(142,656	)	2,520		(12,401	)
Cash Flows from Financing Activities:
Proceeds from debt	156,201		82,000		153,000
Proceeds from short-term debt	-		-		28,000
Proceeds from related party debt	9,000		-		-
Principal payments and prepayments of related party debt	(9,000	)	-		-
Principal payments and prepayments of debt	(68,893	)	(76,384	)	(133,992	)
Prepayments of short-term debt	-		-		(28,000	)
Redemption of preferred shares	(16,191	)	(26,293	)	(43,916	)
Proceeds from issuance of common stock	22,718		13,562		-
Proceeds from warrant exercises, net of fees	4,556		12		-
Equity offering issuance costs	(1,671	)	(1,260	)	(70	)
Payment of financing costs	(3,566	)	(1,668	)	(3,314	)
Dividends of preferred shares	(13,358	)	(6,010	)	-
Proceeds from issuance of preferred shares (Note 15)	47,630		-		-
Redemption of fractional shares due to reverse stock split	(15	)	-		-
Repayment of Vessel fair value participation liability	-		-		(4,956	)
Net Cash provided by/(used in) Financing Activities	127,411		(16,041	)	(33,248	)
Net increase/(decrease) in cash and cash equivalents and restricted<br> cash	18,174		15,412		(28,327	)
Cash and cash equivalents and restricted cash at beginning of year	6,370		24,544		39,956
Cash and cash equivalents and restricted cash at end of the year	24,544		39,956		11,629
Cash breakdown
Cash and cash equivalents	20,544		35,956		7,629
Restricted cash, current	-		-		1,000
Restricted cash, non-current	4,000		4,000		3,000
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid, net of capitalized interest	11,161		18,277		19,327
Finance fees included in Accounts payable/Accrued liabilities/Due to related parties	-		290		-
Equity issuance costs and warrant related costs included in liabilities	280		-		8
Settlement of related party debt, interest, finance fees, Excess consideration over acquired assets,<br> capital expenditures and dividends with issuance of preferred shares (Note 15)	24,370		-		-
Deemed dividend equivalents on preferred shares related to redemption value (Note 15)	14,400		-		-
Deemed dividend on warrant inducement (Note 9)	1,345		-		-
Deemed dividend on Series E Shares conversion (Note 15)	-		22,426		-

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

F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

1.	Basis of Presentation and General Information:

The consolidated financial statements include the accounts of Top Ships Inc. (formerly Top Tankers Inc. and Ocean Holdings Inc.) and its wholly owned subsidiaries (collectively the “Company”). Ocean Holdings Inc. was formed on January 10, 2000, under the laws of Marshall Islands and was renamed to Top Tankers Inc. and Top Ships Inc. in May 2004 and December 2007, respectively. The Company is an international provider of worldwide oil, petroleum products and chemicals transportation services.

As of December 31, 2024, the Company was the sole owner of all outstanding shares of the following subsidiary companies. The following list is not exhaustive as the Company has other subsidiaries relating to vessels that have been sold and that remain dormant for the periods presented in these consolidated financial statements as well as intermediary companies that own shipowning companies that are 100% subsidiaries of the Company.

Companies		Date of<br><br> <br>Incorporation	Country of<br><br> <br>Incorporation	Activity
<br>	Top Tanker Management Inc.	May 2004	Marshall Islands	Management company
Wholly owned Shipowning Companies (“SPC”) with vessels under operating lease during years ended December 31, 2022, 2023 and 2024		Date of<br><br> <br>Incorporation	Country of<br><br> <br>Incorporation	Vessel	End of operating lease
---	---	---	---	---	---
1	South California Inc.	January 2018	Marshall Islands	Eco Bel Air	December 10, 2025
2	Malibu Warrior Inc.	January 2018	Marshall Islands	Eco Beverly Hills	December 1, 2025
Wholly owned Shipowning Companies (“SPC”) with vessels in operation during years ended December 31, 2022, 2023 and 2024		Date of<br><br> <br>Incorporation	Country of<br><br> <br>Incorporation	Vessel	Delivery Date
---	---	---	---	---	---
1	PCH Dreaming Inc.	January 2018	Marshall Islands	Eco Marina Del Rey	March 2019
2	Roman Empire Inc.	February 2020	Marshall Islands	Eco West Coast	March 2021
3	Athenean Empire Inc.	February 2020	Marshall Islands	Eco Malibu	May 2021
4	Julius Caesar Inc.	May 2020	Marshall Islands	Julius Caesar	January 2022
5	Legio X Inc.	December 2020	Marshall Islands	Legio X Equestris	March 2022
6	Eco Oceano CA Inc.	December 2020	Marshall Islands	Eco Oceano CA	March 2022

As of December 31, 2022, 2023 and 2024, the Company was the owner of 50% of outstanding shares of the following companies.

	SPC	Date of<br><br> <br>Incorporation	Country of<br><br> <br>Incorporation	Vessel	Built Date
1	California 19 Inc.	May 2019	Marshall Islands	Eco Yosemite Park	March 2020
2	California 20 Inc.	May 2019	Marshall Islands	Eco Joshua Park	March 2020

On September 29, 2023 the Company effected a 1-for-12 reverse stock split of its common stock. There was no change in the number of authorized common shares of the Company, or the floor price of the Company’s Series E Shares, or the number of votes of the Company’s Series D, E and F Shares. All numbers of common share and earnings per share amounts, as well as warrant shares eligible for purchase under the Company’s warrants, exercise price of said warrants and conversion prices of the Company’s Series E Shares, in these consolidated financial statements have been retroactively adjusted to reflect this 1-for-12 reverse stock split.

F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

2.	Significant Accounting Policies:
(a)	Principles of Consolidation: **** The consolidated financial statements have been prepared in accordance with accounting principles generally<br> accepted in the United States of America (“U.S. GAAP”) and include the accounts and operating results of Top Ships Inc. and its subsidiaries referred to in Note 1. Intercompany balances and transactions have been eliminated on consolidation. Non-controlling interests are stated at the non-controlling interest’s proportion of the net assets of the subsidiaries where the Company<br> has less than 100% interest. Subsequent to initial recognition the carrying amount of non-controlling interest is increased or decreased by<br> the non-controlling interest’s share of subsequent changes in the equity of such subsidiaries. Total comprehensive income is attributed to a non-controlling interest even if this results in a deficit balance. Changes in the Company’s<br> ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity<br> transactions and the carrying amounts of the Company’s interests and the non-controlling interests are adjusted to reflect these changes in their relative interests in the subsidiaries. Any difference between the amount by which the<br> non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.
---	---
(b)	Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that<br> 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.<br> Actual results could differ from those estimates. Significant estimates mainly include impairment of vessels, vessel useful lives and residual values and fair values of derivative instruments. Actual results may differ from these estimates.
---	---
(c)	Foreign Currency Translation: The Company’s functional currency is the U.S. Dollar because all vessels operate in international shipping markets, and therefore primarily transact business in U.S. Dollars. The Company’s<br> 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,<br> 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 consolidated statements of comprehensive income.
---	---
(d)	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.
---	---
(e)	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<br> 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<br> months, such deposits are presented as non-current assets.
---	---
(f)	Trade Accounts Receivable, net: The amount shown as trade accounts receivable, net at each balance sheet date, includes estimated recoveries from charterers for<br> hire billings, net of a provision 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 receivable European Union Allowances<br> (“EUAs”) from charterers (see below). As of December 31, 2023 and 2024 accrued revenue resulting from straight-line revenue recognition of charter agreements that provide for varying charter rates amounted to $314 and $3,183 respectively, broken<br> down into current and non-current portions according to their expected recognition. At each balance sheet date, all potentially uncollectible accounts are assessed individually, combined with the application of a historical recoverability<br> ratio, for purposes of determining the appropriate provision for doubtful accounts. The Company assessed that it had no potentially uncollectible accounts<br> and hence formed no provision for doubtful accounts at December 31, 2023 and 2024, respectively.
---	---
(g)	Inventories: Inventories consist of lubricants, bonded stores and spares on board the vessels. Inventories are stated at the lower of cost and net realizable<br> value. Cost, which consists of the purchase price, is determined by the first in, first out method.
---	---
(h)	Vessel Cost: Vessels are stated at cost, which in case of a newbuilding vessel, consists of the contract price, pre-delivery costs and capitalized interest<br> incurred during its construction, 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<br> 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 consolidated statements of comprehensive<br> income.
---	---

F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

(i)	Impairment of Long-Lived Assets: The Company evaluates the existence of impairment indicators whenever events or changes in circumstances indicate that the<br> carrying values of the Company’s long lived assets are not recoverable. Such indicators of potential impairment include, vessel sales and purchases,<br> 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 each vessel and compares<br> it to the vessel’s carrying value. If the carrying value of the related 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<br> impairment evaluation the Company conducted as of December 31, 2023 and 2024 showed that there are no impairment indications for any of the vessels held for use in the Company’s<br> fleet.
(j)	Vessel Depreciation: Depreciation is calculated using the straight-line method over the estimated useful life of the vessels, after deducting the estimated salvage<br> value. Each vessel’s salvage value is equal to the product of its lightweight tonnage and estimated scrap rate, which up until December 31, 2023 was estimated to be $300 per lightweight ton. Effective January 1, 2024, the Company revised its scrap rate estimate from $300 to $430 per lightweight ton, in order to align the scrap rate<br> estimate with the current historical average scrap prices and to better reflect current market conditions. The change in this accounting estimate, pursuant to ASC 250 “Accounting Changes and Error Corrections”, was applied prospectively and<br> did not require retrospective application. The effect of the increase in the estimated scrap rate resulted in a reduction in depreciation expense for the year ended December 31, 2024 by $985 and a corresponding increase of $0.21 in earnings per share,<br> basic and diluted. Management estimates the useful life of the Company’s vessels to be 25 years from the date of initial delivery<br> 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<br> life is adjusted at the date such regulations are adopted.
---	---
(k)	Long Lived Assets Held for Sale: The Company classifies vessels as being held for sale when the following criteria are met: (a) management, having the authority to<br> approve the action, commits to a plan to sell the asset, (b) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets, (c) an active program to locate a<br> buyer and other actions required to complete the plan to sell the asset have been initiated, (d) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale, within one year, (e) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, (f) actions required to complete<br> the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
---	---
Long-lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. These vessels are not depreciated once they meet the criteria to be classified as held for sale.
---
Long-lived assets previously classified as held for sale that are classified as held and used are revalued at the lower of (a) the carrying amount of the asset before it was<br> classified as held for sale, adjusted for any depreciation expense that would have been recognized had the asset been continuously classified as held and used and (b) the fair value of the asset at the date that the Company decided not to sell the asset.
---
(l)	Other Fixed Assets, Net: Other fixed assets, net, consist of furniture, office equipment, art works and cars, stated at cost, which consist of the purchase/contract price less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the assets as presented below:
---	---
Description	Useful Life (years)
---	---	---
Cars		6
Office equipment		5
Furniture and fittings		5
Computer equipment		3
Art works		∞
(m)	Accounting for Dry-Docking Costs: All dry-docking and special survey costs are expensed in the period incurred.
---	---

F-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

(n)	Financing Costs: Fees incurred and paid to the lenders for obtaining new loans or Sale and lease backs (“SLBs”) or<br> 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. Any unamortized balance of costs relating to debt<br> repaid or refinanced that meet the criteria for Debt Extinguishment (Subtopic 470-50), is expensed in interest and finance costs in the period in which the repayment is made or refinancing occurs. Any unamortized balance of costs relating<br> to debt refinanced that does not meet the criteria for Debt Extinguishment, is amortized over the term of the refinanced debt.
(o)	Accounting for Revenue and Expenses: Revenues are generated from time charter arrangements. A time charter is a<br> 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. Revenue is shown net of address commissions, if applicable, payable directly to<br> 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<br> consideration provided to the charterer. Commissions on time charter revenues are recognized on a pro rata basis over the duration of the period.
---	---
The Company based on ASC 842 determined that all time charter-out contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the<br> 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<br> economic benefits from such use.
---
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 until the<br> vessel is redelivered to the Company, except for any 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<br> 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<br> 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<br> expense, repairs, insurance, maintenance and lubes. Both the lease and non-lease components are earned by passage of time. Under a time charter agreement, management fees and vessel operating expenses such as crew wages, provisions and<br> stores, technical maintenance and insurance expenses as well as limited voyage expenses, mainly consisting of broker’s commissions, are paid by the vessel owner, whereas voyage expenses such as bunkers, port expenses, agents’ fees, and<br> extra war risk insurance are paid by the charterer. Vessel operating expenses, management fees and voyage expenses are expensed as incurred. Unearned revenue represents cash received prior to year-end related to revenue applicable to<br> periods after December 31 of each year and also amounts resulting from straight-line revenue recognition of charter agreements that provide for varying charter rates broken down into current and non-current portions according to their<br> expected realization.
---
When vessels are acquired with time charters attached and the rates on such charters are below or above market on the acquisition date, the Company allocates the total cost<br> between the vessel and the fair value of the attached time charter based on the relative fair values of the vessel and time charter acquired. The fair value of the attached time charter is computed as the present value of the difference<br> between the contractual amount to be received over the term of the time charter and management’s estimates of the market time charter rate at the time of acquisition. The fair value of below or above market time charter is recognized as a<br> liability or an intangible asset respectively and is amortized over the remaining period of the time charter as an increase or decrease to revenues.
---
Where the time charter contains a profit or loss sharing arrangement, the profit or loss is recognized based on amounts earned or incurred as of the reporting date.
---
The Company pays commissions to ship brokers and to the Company’s fleet manager (Note 5), a related party affiliated with the family of Mr. Evangelos J. Pistiolis, associated<br> with arranging the Company’s charters. These brokers’ commissions are recognized over the related charter period and are included in voyage expenses.
---

F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

(p)	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<br> 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<br> 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<br> 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, the potential dilution that could occur if convertible preferred<br> stock were converted, using the if-converted method as well as the potential dilution that could occur if the Company completed all sales pursuant to common stock purchase agreements, using the if-converted method. Finally net income<br> 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.
(q)	Financial liabilities: Financial liabilities are classified as either<br> 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<br> 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<br> 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<br> 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<br> method.
---	---
(r)	Segment Reporting: The Chief Operating Decision Maker (“CODM”), Mr. Evangelos J. Pistiolis, receives financial<br> information and evaluates the Company’s operations by charter revenues and not by the length, type of vessel or type of ship employment for its customers or by geographical region as the charterer is free to trade the vessel worldwide<br> and as a result, the disclosure of geographic information is impracticable. The CODM assesses performance for the vessel operations segment and decides how to allocate resources based on consolidated net income thus the Company has<br> determined that it operates under one reportable segment. The CODM does not use discrete financial information to evaluate<br> the operating results for each such type of charter or vessel but is instead regularly provided with only the consolidated expenses as noted on the face of the consolidated statements of comprehensive income. Although revenue can be<br> identified for these types of charters or vessels, management cannot and does not identify expenses, profitability or other financial information for these various types of charters or vessels. As a result, management, including the<br> CODM, reviews operating results solely by revenue and operating income of the fleet.
---	---
(s)	Leases:
---	---
•	Sale-leaseback transactions: In accordance with ASC 842, the Company, as seller-lessee, determines whether the<br> transfer of an asset should be accounted for as a sale in 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<br> seller-lessee to repurchase the asset precludes the accounting 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<br> option is exercised; and (2) there are alternative assets, 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<br> recognizes the transaction price for the sale when the 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<br> meet the criteria of sale, the Company does not 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<br> consideration to be paid as interest.
---	---

F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

•	Finance lease: The Company classifies a lease as a finance lease when the lease meets any of the following<br> 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<br> at or near the end of the 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<br> already reflected in the lease payments equals or 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<br> 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<br> 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<br> 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.
(t)	Investments in unconsolidated joint ventures: The Company’s investments in unconsolidated joint ventures are<br> accounted for using the equity method of accounting. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company’s proportionate share of earnings or<br> losses and distributions. The Company evaluates its investments in unconsolidated joint ventures for impairment when events or circumstances indicate that the carrying value of such investments may have experienced other than a temporary<br> decline in value below their carrying value. If the estimated fair value is less than the carrying value and it is considered other than a temporary decline, the carrying value is written down to its estimated fair value and the resulting<br> impairment is recorded in the consolidated statements of comprehensive income.
---	---
(u)	Other Comprehensive Income: The Company follows the provisions of guidance regarding reporting comprehensive income<br> which requires separate presentation of certain transactions, such as unrealized gains and losses from effective portion of cash flow hedges, which are recorded directly as components of stockholders’ equity.
---	---
(v)	Impairment of Right of use assets from operating leases: The Company evaluates its Right of use assets from<br> operating leases for potential impairment when it determines a triggering event has occurred. When a triggering event has occurred, the Company performs a test of recoverability by comparing the expected undiscounted future cash flows<br> (including expected residual values) over the remaining lease terms to the carrying value of the Right of use asset. If the test of recoverability identifies a possible impairment, the Right of use asset’s fair value is measured in<br> accordance with the fair value measurement framework. An impairment charge is recognized for the amount by which the carrying value of the Right of use asset exceeds its estimated fair value and would be recorded in the consolidated<br> statements of comprehensive income. For the years ended December 31, 2023, and 2024 there was no impairment of the Company’s<br> Right of use assets from operating leases due to the absence of impairment indications for all of the Company’s vessels under operating leases.
---	---

F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

(w)	Liability for European Union Allowances (“EUAs”): The maritime emissions trading scheme (“ETS”), applicable from<br> 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<br> 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<br> 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<br> 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<br> sheets. Any EUAs that have been paid into the EUA trading account of Central Mare Inc by our Charterers are presented under Due from/to related parties (Note 5). Since the EU has set the first settlement of EUAs for the 2024 voyages<br> subject to ETS on September 30, 2025, such receivables and liabilities have been presented as current. The receivable and payable EUAs as well as the EUAs paid by our time charterers to our Fleet Manager are considered a Level 1 item in<br> 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.
(x)	Recent Accounting Pronouncements: In November 2023, the Financial Accounting Standards Board (“FASB”) issued<br> Accounting Standard Update (“ASU”) 2023-07, which requires the disclosure of significant segment expenses that are part of an entity’s segment measure of profit or loss and regularly provided to the chief operating decision maker. In addition, it adds or makes clarifications to other segment-related disclosures, such as clarifying that the disclosure requirements in<br> ASC 280 are required for entities with a single reportable segment and that an entity may disclose multiple measures of segment profit and loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and<br> interim periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be adopted retrospectively. The Company adopted ASU 2023-07 as of January 1, 2024 and its adoption did not have an impact on the<br> Company’s financial statements or disclosures.<br><br> <br><br><br> <br>In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive<br> 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<br> 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<br> either (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company evaluated the<br> impact of this ASU on its financial statements and determined that there is no effect on its consolidated results of operations.
---	---
There are no other recent accounting pronouncements the adoption of which is expected to have a material effect on the<br> Company’s consolidated financial statements in the current or any future periods.
---
3.	Going Concern:
---	---

At December 31, 2024, the Company had a working capital deficit of $9,755 which included an amount of $6,652 relating to pre-collected revenue and is included in Unearned revenue in the accompanying consolidated balance sheets. This amount represents a current liability that does not require future cash settlement. For the year ended December 31, 2024 the Company realized net income of $5,034 and generated cash flow from operations of $17,322. In addition, as of the date of issuance of these financial statements and for the next 12 months, the Company had contractual commitments for the newbuilding mega yacht M/Y Sanlorenzo “1150Exp” with hull number 158 (the “Newbuilding Yacht”) it had contracted to acquire (see Note 5 and 9) of Euro 6,500 or $7,150. Furthermore, the Company has additional contractual obligations to the Seller of the Newbuilding Yacht amounting to $17,654, up to December 31, 2026, depending on the Company’s cash surplus (see Note 5).

In the Company’s opinion, the Company will be able to finance its working capital deficit in the next 12 months with cash on hand and operational cash flow and hence the Company believes it has the ability to continue as a going concern and finance its obligations as they come due via cash from operations over the next twelve months following the date of the issuance of these 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 consolidated balance sheets are analyzed as follows:


Balance, December 31, 2022	409,264	(20,205	)	389,059
— Depreciation	-	(14,349	)	(14,349	)
Balance, December 31, 2023	409,264	(34,554	)	374,710
— Depreciation	-	(13,336	)	(13,336	)
Balance, December 31, 2024	409,264	(47,890	)	361,374

As of December 31, 2024 all the titles of ownership of our vessels are held by the respecting vessel lenders to secure the relevant sale and lease back financing transactions (see Note 7).

F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

5.	Transactions with Related Parties:

(a) Central Mare – Executive

          Officers and Other Personnel Agreements: On September 1, 2010, the Company entered into separate agreements with Central Mare, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, pursuant to which Central Mare
      provides the Company with its executive officers \(Chief Executive Officer, Chief Financial Officer, Chief Technical Officer and Chief Operating Officer\).

As of December 31, 2023 and 2024, the amounts due from Central Mare were $- and $351 respectively, the latter reflecting the fact that Central Mare has collected $351 worth of EUA’s on the Company’s behalf from the Company’s charterers. Such amount is included in Due to related parties in the accompanying consolidated balance sheets.

The

      fees charged by and expenses relating to Central Mare for the years ended December 31, 2022, 2023 and 2024 are as follows:

	Year Ended December 31,
	2022			2023	2024	Presented in:
Executive officers and other personnel expenses		360		360	360	General and administrative expenses – Consolidated statements of comprehensive income
Amortization of awarded shares*		(16	)	-	-	Management fees – related parties – Consolidated statements of comprehensive income
Total		344		360	360
*	As per the Company’s equity incentive plan, or the 2015 plan (null and void since due to the reverse stock splits of the Company’s stock the shares left to be vested are zero),<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> the Company incurred an amortization gain of $16, $0 and $0 relating to the amortization of the original fair value of<br> the equity incentive plan recognized at inception, for each of the years ended December 31, 2022, 2023 and 2024 respectively. The Company’s equity incentive plan ended on June 30, 2022.
---	---

(b) Central

        Shipping Inc \(“CSI”\) – Letter Agreement and Management Agreements: On January 1, 2019, the Company entered into a letter agreement with CSI \(“CSI Letter Agreement”\), a related party affiliated with the family of
    Evangelos J. Pistiolis and between January 1, 2019 and September 8, 2021 the Company entered into management agreements, or Management Agreements, between CSI and the Company’s vessel-owning subsidiaries. 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.

Pursuant to the CSI Letter Agreement, as well as the Management Agreements concluded between CSI and the Company’s vessel-owning subsidiaries, the Company pays a management fee of $651 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, the Management Agreements provide for payment to CSI of: (i) $592 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 and (iv) a financing fee of 0.2% on derivative agreements and loan financing or refinancing. CSI also performs supervision services for all of the Company’s newbuilding vessels while the vessels are under construction, for which the Company pays 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 CSI Letter Agreement provides 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. 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. On September 15, 2021 the Company entered into an amendment to the CSI Letter Agreement, whereby the payment for the already agreed commission for sale and purchase of vessels in the case of the purchase of a vessel under construction is denoted as “Newbuilding vessels monitoring fee” and 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).

F-14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

As of December 31, 2023 and 2024, the amounts due from CSI were $352 and $480 respectively and are presented in Due to related parties, on the consolidated balance sheets.

The fees charged by and expenses relating to CSI for the years ended December 31, 2022, 2023 and 2024 are as follows:

	Year Ended December 31,
	2022		2023		2024		Presented in:
Management fees <br><br>		61		-		-	Capitalized in Vessels, net – Balance sheet
		1,749		1,840		1,906	Management fees – related parties – Consolidated statements of comprehensive income
Supervision services fees		14		-		-	Capitalized in Vessels, net – Balance sheet
Superintendent fees		37		42		46	Vessel operating expenses – Consolidated statements of comprehensive income
		129		-		-	Capitalized in Vessels, net – Balance sheet
		-		-		74	Dry-docking costs - Consolidated<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> statements of comprehensive income
Accounting and reporting cost		360		360		360	Management fees – related parties – Consolidated statements of comprehensive income <br><br>
Commission for sale and purchase of vessels		730		-		-	Gain from vessel sales – Consolidated statements of comprehensive income
Newbuilding vessels monitoring fee		455		-		-	Capitalized in Vessels, net – Balance sheet
Financing fees		312		164		586	Net in Current and Non-current portions of long-term debt – Balance sheet
Commission on charter hire revenue		1,008		1,037		1,040	Voyage expenses - Consolidated statements of comprehensive income
Total		4,855		3,443		4,012

(c) Issuance and conversion of Series E Shares: On March 29, 2019 the Company entered into a stock purchase agreement with Family Trading Inc (“Family Trading”), a related party owned by the Lax Trust, an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis, pursuant to which the Company exchanged the outstanding principal, fees and interest of the Further Amended Family Trading Credit Facility with 27,129 Series E Shares (defined below, also see Note 15). For the years ended December 31, 2022 and 2023 the Company declared dividends of $2,046 and $1,001 respectively and accrued interest on unpaid dividends amounted to $30 and $0 for the same periods. As of December 31, 2022 and 2023, there were no dividends due to Family Trading. On December 6, 2023 the Company received a conversion notice for the conversion of all the outstanding Series E Shares (13,452 shares) into 2,930,718 of the Company’s common shares (see Note 15).

(d) Charter Party with Central Tankers Chartering Inc (“CTC”): On January 6, 2021 the Company acquired a shipowning company from an entity affiliated with Mr. Evangelos J. Pistiolis that owned M/T Eco Oceano CA which was party to a time charter, with CTC, for a firm duration of five years at a gross daily rate of $32,450, with two optional years at $33,950 and $35,450 at CTC’s option. On February 22, 2022 the Company amended the previously agreed time charter with CTC and increased its firm period from 5 years to 15 years and reduced the daily rate from $32,450 to $24,500. This amendment was approved by a committee of the Company’s board of directors, of which all of the directors were independent, after obtaining a fairness opinion from an independent financial advisor. The time charter commenced on the date of delivery. For the years ended December 31, 2022, 2023 and 2024 the CTC charter generated $7,294, $8,943 and $8,967 of revenue presented in Time charter revenues in the accompanying consolidated statements of comprehensive income. As of December 31, 2023 and 2024, there are no amounts due from CTC.

F-15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

(e)

        Personal Guarantees by Mr. Evangelos J. Pistiolis and Related Amendments to the Series D Preferred Shares: As a prerequisite for the Navigare Lease \(defined below, see Note 6\), Mr. Evangelos J. Pistiolis personally guaranteed the
    performance of the bareboat charters connected to the lease and in exchange, the Company agreed to indemnify him for any losses suffered as a result of the guarantee provided, and the Company amended the Certificate of Designations governing the
    terms of the Series D Preferred Shares \(see Note 9\), to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by 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, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare
    Lease. This personal guarantee comes into effect in the case 120 days have passed and the Company is still unable to pay down all
    amounts due under the Navigare lease, with the exception of amounts due to Navigare due to a total loss, where in this case the personal guarantee will cover an amount equal to all unpaid charter hire and a further amount equivalent to all future
    charter hire that would have accrued from the date of the total loss up to the end of the charter period and is callable 200 days after
    the date of the total loss. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by our Board of Directors, including all three independent directors.

(f) Issuance of Series F Shares: On January 17, 2022, the Company entered into a stock purchase agreement with Africanus Inc., an affiliate of Evangelos J. Pistiolis for the sale of up to 7,560,759 newly-issued Series F Non-Convertible Perpetual Preferred Shares (“Series F Shares”, see Note 15). The issuance of the Series F Shares was approved by a committee of

    the Company’s board of directors, of which all of the directors were independent. In December 2022, 100% of Africanus Inc shares were
    transferred to 3 Sororibus Trust, which is an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis. For the years ended December 31, 2022, 2023 and 2024 the Company declared dividends of $10,344, $5,009 and $0 respectively and accrued interest on unpaid dividends amounted to $8, $0 and $0
    for the same periods. On February 6, 2024 the Company redeemed the remaining 3,659,627 Series F Shares for $43,916. As of December 31, 2023 and 2024 there were no
    dividends due to Africanus Inc.

(g) Short-term loan from Central Mare (“Central Mare Bridge Loan”): On January 5, 2022 the Company entered into an unsecured credit facility for up to $20,000 with Central Mare in order to finance part of the cost of its newbuilding program (see Note 7). Related party interest expense, commitment fees and arrangement fees for the year ended

    December 31, 2022 incurred in connection with this credit facility, amounted to $169, $18 and $400 respectively and are included in interest and finance
    costs in the accompanying consolidated statements of comprehensive income. The Central Mare Bridge Loan was terminated on March 4, 2022 and as of December 31, 2022, there were no interest, arrangement fees nor commitment fees due to Central Mare.

(h) Executive bonus:

On

      December 10, 2023 and on October 9,
      2024 the Company’s compensation committee comprising of independent directors suggested and the board of directors granted to Mr. Evangelos J. Pistiolis a bonus of $5,000 and $4,000 respectively which is included in “General and administrative expenses” in the
      accompanying consolidated statements of comprehensive income. On January 23, 2025 the Company’s compensation committee comprising of independent directors suggested and the board of directors granted to Mr. Evangelos J. Pistiolis an additional
      bonus of $2,000 for the year 2024, which is also included in “General and administrative expenses” in the accompanying consolidated
      statements of comprehensive income for the year ended December 31, 2024. Amounts of $5,000 and $2,000 are due to Mr. Evangelos J. Pistiolis and such amounts are included in Due to related parties in the accompanying consolidated balance sheets as
      of December 31, 2023 and 2024, respectively.

(i) Advances for Asset Acquisition to Related Party: On June 14, 2024 the Company entered into a non-binding letter of intent (“No-Shop LOI”) with Mr. Evangelos J. Pistiolis whereby the latter was precluded from marketing or selling the mega yacht M/Y Para Bellvm (100% owned by him) except to the Company for one month. The consideration for the No-Shop LOI was $1,000. The Company on July 12, 2024 entered into a share purchase agreement (“SPA”) for the purchase of M/Y Para Bellvm for a consideration of $20,000 (the “Para Bellvm Consideration”) and the No-Shop LOI consideration was netted-off with the Para Bellvm Consideration. The Para Bellvm Consideration was settled as of December 31, 2024. The Company closed the SPA and took delivery of the M/Y Para Bellvm on April 11, 2025. On November 25, 2024 the Company entered into a non-binding letter of intent (the “New No-Shop LOI”) with Mr. Evangelos J. Pistiolis whereby the latter was precluded from marketing or selling the newbuilding Yacht (100% owned by him, due for delivery in the second quarter of 2027) except to the Company up to June 30, 2025. The consideration for the New No-Shop LOI was $4,000 (the “New Yacht LOI Advance”). As of December 31, 2024, the Para Bellvm Consideration and the New Yacht LOI Advance are presented under Advances for asset acquisitions to related party in the accompanying consolidated balance sheets. The Company on April 11, 2025 (the “Closing Date”) entered into an SPA for the purchase of the Newbuilding Yacht for a consideration of $27,000 (the “New Yacht Consideration”), payable up to December 31, 2026, depending on the Company's cash surplus. On the Closing Date, the company settled $9,346 of the New Yacht Consideration by netting the New Yacht LOI Advance and by paying $5,346 to Mr. Evangelos J. Pistiolis and acquired the ship owning company (Roman Explorer Inc.) that owns 100% of the Newbuilding Yacht. If the Company from the Closing Date onwards raises capital via (i) debt refinancing (only applying to excess proceeds, being the proceeds from the new debt exceeding the debt amount being refinanced), (ii) issuance of any equity interests or (iii) dividends or return of invested capital in any investments, then, in each case, no later than five business days after the Company receives the net cash proceeds therefrom, the New Yacht Consideration outstanding Installments shall be prepaid by an amount equal to 100% of the amount of the net cash proceeds from such incurrence or issuance. For the avoidance of doubt, this shall only apply where the terms of such related issuances or debt refinancing incurrence allow for the use of proceeds to be applied towards the payment of the New Yacht Consideration. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by a special committee of our Board of Directors, consisting of all three of our independent Directors, after obtaining a fairness opinion from an independent financial advisor.

F-16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

(j) Personal Guarantee for HSBC loan: On January 15, 2024 the Company entered into a bridge loan with HSBC Private Bank (Suisse) SA (“HSBC”) (Note 7). As a prerequisite for granting the loan to the Company, HSBC requested a personal guarantee from Mr. Evangelos J. Pistiolis, which he provided in exchange for an arrangement fee of 1.00%. Since the loan was drawn-down and shortly after repaid, the Company accelerated the amortization of this arrangement fee that resulted in an expense of $280, included in Interest and finance costs in the accompanying consolidated statements of comprehensive income.

6.	Leases

A. Lease arrangements, under which the Company acts as the lessee

Bareboat Chartered-in Vessels:

On December 1 and December 10, 2020, the Company sold and leased back M/T Eco Beverly Hills and M/T Eco Bel Air respectively to a third non-affiliated party (the “Navigare Lease”). Each vessel was chartered back on a bareboat basis for five years at a bareboat hire of $16,750 per day for the first two years, $14,000 per day for the next two years and $10,000 per day for the fifth year. The Company does not have any option nor obligation to buy back the vessels. The abovementioned sale and leaseback transactions contain, customary covenants and event of default clauses, including cross-default provisions, change of control provisions (whereby Mr. Evangelos J. Pistiolis may not control less than 50.1% of the voting rights of the Company) and restrictive covenants and performance requirements. The Company must maintain a minimum liquidity of $4,000 at all times which is certified bi-annually. As of December 31, 2023 and 2024, the Company complied with all covenants of the Navigare Lease.

The Company has treated the Navigare lease as an operating lease. An operating lease ROU asset amounting to $45,765 was recognized at the inception of the lease together with a lease liability of $43,759 based on the present value of lease payments over the lease term. The operating lease ROU asset also includes initial direct costs of $1,666 and deferred losses from the sale of the vessels of $340. The discount rate used to calculate the present value of lease payments was calculated by taking into account the original lease term and lease payments and was estimated to be 6.72% (same as the weighted average), which was the Company’s estimated incremental borrowing rate, that reflected the interest the Company would have to pay to borrow funds on a collateralized basis over a similar term and similar economic environment. Losses from the sale of these two vessels and initial direct costs which were included in the respective ROU assets are amortized on a straight-line basis over the duration of the lease and are included in operating lease expense in the statement of consolidated income. The cash paid for operating leases with original terms greater than 12 months was $10,220 and $10,039 for the years ended December 31, 2023 and 2024 respectively. The revenue generated from vessels under operating leases with original terms greater than 12 months was $17,520 and $ 16,831 for the years ended December 31, 2023 and 2024 respectively.

The Company’s future minimum operating lease payments required to be made after December 31, 2024, relating to the bareboat chartered-in vessels M/T Eco Beverly Hills and M/T Eco Bel Air are as follows:

Year ending December 31,
2025	6,777
Total	6,777
Less imputed interest	(420	)
Total Lease Liability	6,357
Presented as follows:
Short-term lease liability	6,357

The average remaining lease term on our bareboat chartered-in contracts is 11.2 months and as such the operating lease ROU asset has been classified as a current asset in the accompanying consolidated balance sheets. Finally, the maintenance deposit asset of $2,000 has also been classified as current (for each of the M/Ts Eco Bel Air and Eco Beverly Hills the buyer withheld $1,000 as a maintenance deposit, accounted for as a deposit asset, to be released at the end of the lease term, for which the Company has not assigned any probability of them not being returned).

F-17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

B. Lease arrangements, under which the Company acts as the lessor

Charter agreements:

During the year ended December 31, 2024, the Company operated one vessel (M/T Marina Del Rey) under a time charter with Weco Tankers A/S, another vessel (M/T Eco Oceano CA) with CTC, two vessels (M/T Eco West Coast and M/T Eco Malibu) with Clearlake Shipping Pte Ltd and four vessels (M/T Eco Bel Air, M/T Eco Beverly Hills, M/T Julius Caesar and M/T Legio X Equestris) under time charters with Trafigura.

Future minimum time-charter receipts of the Company’s vessels in operation as of December 31, 2024, based on commitments relating to non-cancellable time charter contracts as of December 31, 2024, are as follows :

Year ending December 31,	Time Charter receipts
2025		85,085
2026		60,716
2027		36,816
2028		8,967
2029 and thereafter		72,206
Total		263,790
7.	Debt:
---	---

The amounts in the consolidated balance sheets are analyzed as follows (facility names defined below):

Financier / Vessel(s)	December 31,
	2023<br><br>			2024<br><br>
Total long-term<br> debt:
Cargill Facility<br> (M/T Eco Marina Del Rey)		23,094			-
1^st^ CMBFL Facility (M/T Julius Caesar and M/T Legio X Equestris)		98,552			120,764
1^st^ AVIC Facility<br> (M/T Eco Oceano CA)		42,777			40,066
2^nd^^^AVIC Facility (M/T Eco West Coast)		40,817			38,617
Huarong Facility (M/T Eco Malibu)		41,000			38,800
2^nd^ CMBFL Facility (M/T Eco Marina Del Rey)		-			27,000
Total long-term<br> debt		246,240			265,247
Less: Deferred<br> finance fees		(4,279	)		(5,989	)
Less: Debt discount relating to Vessel<br> fair value participation liability		(1,463	)		-
Total long-term debt net of deferred finance fees and debt discounts<br><br>		240,498			259,258
Presented:
Current portion of<br> long-term debt		12,418			14,202
Long-term debt		228,080			245,056

F-18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

ABN Facility

On March 18, 2021, the Company entered into a credit facility with ABN Amro for $36,800 for the financing of the vessel M/T Eco West Coast. This facility was drawn down in full. The credit facility was repayable in 24 consecutive quarterly installments of $615 commencing in June 2021, plus a balloon installment of $22,040 payable together with the last installment.

The facility contained various covenants, including (i) an asset cover ratio of 125%, (ii) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 75% (iii) minimum free liquidity of $500 per delivered vessel owned/operated by the Company and (iv) market adjusted total assets of the Company minus total liabilities to be at least $60,000. Additionally, the facility contained restrictions on the shipowning company incurring further indebtedness or guarantees and change of control provisions (whereby Mr. Evangelos J. Pistiolis may not control less than 50.1% of the voting rights of the Company). It also restricted the Company and the shipowning company from paying dividends if such a payment would result in an event of default or in a breach of covenants under the loan agreement.

The facility was secured as follows:

•	First priority mortgage over M/T Eco West Coast;
•	Assignment of insurance and earnings of the mortgaged vessel;
---	---
•	Specific assignment of any time charters with duration of more than 12 months;
---	---
•	Corporate guarantee of the Company;
---	---
•	Pledge of the shares of the shipowning subsidiary;
---	---
•	Pledge over the earnings account of the vessel.
---	---

The facility bore interest at LIBOR plus a margin of 2.50%. From June 23, 2023 ABN Amro bank switched the facility’s variable rate from LIBOR to Compounded SOFR. On December 14, 2023 the facility was fully prepaid using part of the proceeds from the 2^nd^ AVIC facility (see below) and the Company accelerated the amortization of $264 of deferred finance fees outstanding relating to the facility.

Alpha Bank Facility

On May 6, 2021, the Company entered into a credit facility with Alpha Bank for $38,000 for the financing of the vessel M/T Eco Malibu. This facility was drawn down in full. The credit facility was repayable in 12 consecutive quarterly installments of $750 and 12 consecutive quarterly installments of $625, commencing three months from draw down, and a balloon payment of $21,500 payable together with the last installment.

The facility contained various covenants, including (i) an asset cover ratio of 125%, (ii) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 75% and minimum free liquidity of $500 per delivered vessel owned/operated by the Company. Additionally, the facility contained restrictions on the shipowning company incurring further indebtedness or guarantees and change of control provisions (whereby Mr. Evangelos J. Pistiolis may not control less than 50.1% of the voting rights of the Company). It also restricted the Company and the shipowning company from paying dividends if such a payment would result in an event of default or in a breach of covenants under the loan agreement.

The facility was secured as follows:

•	First priority mortgage over M/T Eco Malibu;
•	Assignment of insurance and earnings of the mortgaged vessel;
---	---
•	Specific assignment of any time charters with duration of more than 12 months;
---	---
•	Corporate guarantee of the Company;
---	---
•	Pledge of the shares of the shipowning subsidiary;
---	---
•	Pledge over the earnings account of the vessel.
---	---

F-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

The facility bore interest at LIBOR plus a margin of 3.00%. On June 9, 2023 Alpha Bank switched the facility’s variable rate from LIBOR to Term SOFR. On December 21, 2023 the facility was fully prepaid using part of the proceeds from the Huarong facility (see below) and the Company accelerated the amortization of $225 of deferred finance fees outstanding relating to the facility.

FINANCINGS COMMITTED UNDER SALE AND LEASEBACK

        AGREEMENTS

The majority of the below sale and leaseback agreements (“SLB”s) contain, 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 Company’s fleet, current or future, of no more than 75% and (ii) minimum free liquidity of $500 per vessel at the guarantors level.

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 termination event under the
    SLB agreements. The same dividend restrictions apply to the Company as well. 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 both CMBFL SLBs have an asset cover ratio covenant of 125%, whereas the Huarong and both AVIC SLBs have an asset cover ratio covenant of 120%.

All the below SLBs are secured mainly by the following:

•	Ownership of the vessel financed;
•	Cross-default covenants, in the case where one bank finances more than one vessel;
---	---
•	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 months;
---	---
•	Corporate guarantee of Top Ships Inc.;
---	---
•	Pledge of the shares of the relative shipowning subsidiary;
---	---
•	Pledge over the earnings account of the vessel financed.
---	---

Cargill Facility

On June 29, 2018 the Company entered into an SLB and a five-year time charter with Cargill, a non-affiliated party, for its newbuilding vessel M/T Eco Marina Del Rey delivered in March 2019. Consummation of the SLB took place on the vessel’s delivery date. Following the sale, the Company bareboat chartered back the vessel at a bareboat hire rate of $8,600 per day and simultaneously the vessel commenced its five-year time charter with Cargill. As part of this transaction, the Company had the obligation to buy back the vessel at the end of the five-year period for $22,680. The gross proceeds from the sale were $32,387.

The facility also contained a fair value appreciation sharing provision, whereby the Company had to share with Cargill 25% of the excess of the fair market value of the vessel over a predetermined amount amortized on a daily basis to the facility’s maturity or to when the vessel was sold. As a result of Cargill’s entitlement to participate in the appreciation of the market value of the vessel and the significant increase in tankers’ fair values as of December 31, 2022 compared to December 31, 2021, the Company recognized a participation liability of $3,271 as of December 31, 2022, presented in “Vessel fair value participation liability” in the consolidated balance sheets, with a corresponding debit to a debt discount account, presented contra to the loan balance, broken down to current and non-current long-term debt accordingly. Due to the fact that tanker values continued to increase throughout 2023, the Company increased that participation liability by $1,729 to $5,000 during the year ended December 31, 2023 and since the facility matured in 2024, such participation liability was presented under current liabilities. During the years ended December 31, 2023 and 2024 the Company amortized $3,537 and $1,419 of that Debt discount, such amortization presented in Interest and finance costs in the consolidated statements of comprehensive income. The Company purchased the vessel on May 1, 2024, for $22,671 and also settled the Fair value participation (that as of the date of the purchase was $4,956) with funds from the 2^nd^ CMBFL Facility (see below).

F-20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

The SLB with Cargill was accounted for as a financing transaction, as control remained with the Company and as such the M/T Eco Marina Del Rey was recorded as an asset on the Company’s balance sheet. In addition, the Company had an obligation to repurchase the vessel.

1^st^ CMBFL Facility

On November 23, 2021 the Company entered into an SLB with CMBFL, for its newbuilding vessels M/T Julius Caesar and M/T Legio X Equestris (the “Old CMBFL Facility”). Consummation of the SLB took place on January 17 and March 2 2022, respectively. Following the sale, the Company has bareboat chartered back the vessels for a period of eight years at bareboat hire rates comprising of 32 consecutive quarterly installments of $675 and a balloon payment of $32,403 payable together with the last installment, plus interest based on the three months LIBOR (which from July 16, 2023 for M/T Julius Caesar and from September 2, 2023 for M/T Legio X Equestris, CMBFL was switched to Term SOFR) plus 2.60%.

As part of this transaction, the Company had continuous options to buy back the vessels at purchase prices stipulated in the bareboat agreements depending on when the option would be exercised and at the end of the eight-year period it had an option to buy back the vessels at a cost represented by the balloon payment. The gross proceeds from the sale of the two vessels were $54,005 and $53,997 for M/T Julius Caesar and M/T Legio X Equestris respectively.

On January 16 and January 23, 2024, the Company exercised its purchase options under the Old CMBFL Facility and took full ownership of M/Ts Julius Caesar and Legio X Equestris for $48,604 and $49,272 respectively. Following the vessels purchase that was facilitated via Company’s cash and a short-term revolving bridge loan from HSBC Private Bank (Suisse) SA (“HSBC” and the “HSBC Bridge”), the Company on January 18 and January 25, 2024 concluded new SLBs for the financing of M/Ts Julius Caesar and Legio X Equestris respectively (the “1^st^ CMBFL Facility”) from the same institution (CMBFL). The duration of the 1^st^ CMBFL Facility is for eight years and the Company has continuous options, after the first year, to buy back the vessels at purchase prices stipulated in the 1^st^ CMBFL Facility depending on when the option will be exercised and at the end of the eight-year period the Company has an option to buy back the vessels for a consideration of $37,500 per vessel. The 1^st^ CMBFL Facility has a fixed bareboat hire rate of $7,300 per annum per vessel that includes both interest and repayment.

The consideration from the 1^st^ CMBFL Facility amounted to $125,000 ($62,500 per vessel) and the SLBs have similar customary covenants and event of default clauses as the SLBs that preceded them with CMBFL. Under the HSBC Bridge the Company drew down $20,000 on January 16, 2024 for the purchase of M/T Julius Caesar that were repaid on January 18, 2024 and another $8,000 on January 23, 2024 for the purchase of M/T Legio X Equestris that were repaid on January 25, 2024. The HSBC Bridge was for a maximum amount of $24,000 at any time, carried an interest of 3% plus term SOFR and was guaranteed by Mr. Evangelos J. Pistiolis, for which guarantee Mr. Evangelos J. Pistiolis charged the Company a 1% fee on the amounts drawn down.

The 1^st^ CMBFL 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 continuous options to repurchase the vessels below fair value. Finally, the Company treated the 1st CMBFL Facility as a debt modification (refinancing) of the Old CMBFL Facility.

1^st^ AVIC Facility

On March 2, 2022 the

    Company entered into an SLB with AVIC, for $48,200 for the financing of the M/T Eco Oceano CA. Consummation of the SLB took place on
    March 4, 2022. The Company has bareboat chartered back the vessel for a period of ten years at bareboat hire rates comprising of 40 consecutive quarterly installments of
    $678 and a balloon payment of $21,087
    payable together with the last installment, plus interest based on LIBOR \(which was switched to SOFR on 8 December 2023\) plus 3.50%, that was later reduced to 3.00%
    upon entering into the 2nd AVIC Facility \(see below\).

F-21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

As part of this transaction, the Company has continuous options to buy back the vessel at purchase prices stipulated in the bareboat agreement depending on when the option will be exercised and at the end of the ten-year period the Company has an obligation to buy back the vessel at a cost represented by the balloon payment.

The 2^nd^ AVIC Facility is accounted for as a financing transaction, as control remains with the Company and M/T Eco Oceano CA. will continue to be recorded as an asset on the Company’s balance sheet. In addition, the Company has an obligation to repurchase the vessel.

The applicable SOFR as of December 31, 2024 was approximately 4.47%.

2nd AVIC Facility

On December 14, 2023 the Company consummated an SLB with AVIC (the “2^nd^ AVIC Facility”), for $41,000, for the refinancing of the M/T Eco West Coast. The Company has 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%.

The 2^nd^ AVIC Facility is accounted for as a financing transaction, as control remains with the Company and M/T Eco West Coast will continue to be recorded as an asset on the Company’s balance sheet. In addition, the Company has an obligation to repurchase the vessel.

The applicable SOFR as of December 31, 2024 was approximately 4.47%.

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 has 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 is accounted for as a financing transaction, as control remains with the Company and M/T Eco Malibu will continue to be recorded as an asset on the Company’s balance sheet. In addition, the Company has an obligation to repurchase the vessel.

The applicable SOFR as of December 31, 2024 was approximately 4.52%.

2nd CMBFL Facility

On May 1, 2024 the Company consummated an SLB with CMBFL (the “2nd CMBFL Facility”), for its vessel M/T Eco Marina Del Rey. The Company has bareboat chartered back the vessel for a period of seven years at bareboat hire rates comprising of 28 consecutive quarterly installments of $500 and a balloon payment of $14,000 payable together with the last installment, plus interest based on the three months Term SOFR plus 2.60%.

F-22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

As part of this transaction, the Company has continuous options to buy back the vessel at purchase prices stipulated in the bareboat agreement depending on when the option will be exercised and at the end of the seven-year period it has an option to buy back the vessel at a cost represented by the balloon payment. The gross proceeds from the sale were $28,000.

The 2^nd^ CMBFL Facility was accounted for as a financing transaction, as control will remain with the Company and the vessel will continue to be recorded as an asset on the Company’s balance sheet. In addition, the Company has continuous options to repurchase the vessel below fair value.

The applicable SOFR as of December 31, 2024 was approximately 4.57%.

**### Scheduled Principal Repayments:**The Company’s annual principal payments required to be made after December 31, 2024 on its debt obligations, are as follows:

Years
December 31, 2025	15,120
December 31, 2026	15,568
December 31, 2027	16,049
December 31, 2028	16,586
December 31, 2029 and thereafter	201,924
Total	265,247

As of December 31, 2023 and 2024, the Company was in compliance with all debt covenants with respect to its credit facilities. The fair value of debt outstanding on December 31, 2024, after excluding unamortized financing fees, amounted to $258,221 when valuing the 1^st^ CMBFL Facility on the basis of the Commercial Interest Reference Rates (“CIRR”s) as applicable on December 31, 2024, which is considered to be a Level 2 item in accordance with the fair value hierarchy (Note 14).

**### Financing Costs:**The net additions in deferred financing costs amounted to $1,958 and $3,024 during the years ended December 31, 2023 and 2024 respectively.

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. Disputed amounts are normally reflected in revenues at such time as the Company reaches agreement with the customer on the amounts due.

Other than the cases mentioned above, 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.

Guarantee on performance of loans of the 2020 Joint Venture

On December 10, 2020, the Company entered into a corporate guarantee agreement with Alpha Bank of Greece (which was amended on February 2, 2022) in respect of the obligations of its 50% subsidiaries, California 19 Inc. and California 20 Inc., under the Loan Agreement dated March 12, 2020, which was further amended on September 27, 2024 (Note 16) to increase the drawdown amount to $30,000 per company, for a total loan facility as at the time of said amendment of $60,000 ($59,000 as of December 31, 2024) for the financing of M/T Eco Yosemite Park and M/T Eco Joshua Park (the “Alpha Corporate Guarantee”). The Company assigns zero probability of default to said loan agreements and hence has not established any provisions for losses relating to this matter.

Capital Expenditures under the Company’s Newbuilding program:

On April 11, 2025 the Company entered into an SPA for the purchase of the Newbuilding Yacht with Mr. Evangelos J. Pistiolis and as a result of this transaction the Company has remaining contractual commitments as of the SPA’s Closing Date, that are non-recourse to the Company, totaling Euro 42,000 or $46,200 (Euro 6,500 or $7,150 payable in 2025, Euro 18,000 or $19,800 payable in 2026 and Euro 17,500 or $19,250 payable in 2027).

F-23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

Furthermore, as of the SPA’s Closing Date and pursuant to the Newbuilding Yacht SPA, the Company has additional contractual obligations to the Seller of the Newbuilding Yacht amounting to $17,654, up to December 31, 2026, with installments to be paid on the Company’s option (see Note 5).

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.

9.	Common and Preferred Stock, Additional Paid-In Capital and Dividends:

Reverse stock split: On September 29, 2023 the Company effected a 1-for-12 reverse stock split of its common stock. There was no change in the number of authorized common shares of the Company, or the floor price of the Company’s Series E Shares, or the number of votes of the Company’s Series D, E and F Shares. All numbers of common share and earnings per share amounts, as well as warrant shares eligible for purchase under the Company’s warrants, exercise price of said warrants and conversion prices of the Company’s Series E Shares, in these consolidated financial statements have been retroactively adjusted to reflect this 1-for-12 reverse stock split.

Series D preferred shares: **** On May 8, 2017, the Company issued 100,000 shares of Series D preferred shares (the “Series D shares”) to Tankers Family Inc., a company controlled by Lax Trust for one thousand dollars ($1,000) pursuant to a stock purchase agreement. The Series D shares are not convertible into common shares and each Series D share has the voting power of 1,000 common shares. The Series D shares have no dividend or distribution rights and shall expire and all outstanding Series D shares shall be redeemed by the Company for par value on the date that any financing facility with any financial institution, which contain covenants that require that any member of the family of Mr. Evangelos J. Pistiolis maintain 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. The Series D shares shall not be otherwise redeemable and upon any liquidation, dissolution or winding up of the Company, the Series D shares shall have a liquidation preference of $0.01 per share. Currently the SLBs with CMBFL, AVIC Leasing and Huarong as well as the Alpha Corporate Guarantee and the Navigare Lease have similar provisions that are satisfied via the existence of the Series D Shares. As a prerequisite for the Navigare Lease, Mr. Evangelos J. Pistiolis guaranteed the performance of the bareboat charters, under certain circumstances, and in exchange, the Company agreed to indemnify him for any losses suffered as a result of the guarantee provided and in addition, the Company has amended the Certificate of Designation governing the terms of the Series D Shares, to adjust the voting rights per share of Series D Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of the total voting power of the Company, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by the Company’s Board of Directors, including all three independent directors.

Equity distribution agreement: On April 15, 2022, the Company, entered into an equity distribution agreement, or as they are commonly known, at-the-market offering (“ATM”), with Maxim Group LLC (“Maxim”). Under the ATM the Company could sell up to $19,700 of its common stock with Maxim acting as a sales agent. Since Maxim was acting solely as a sales agent, it had no right to require any common stock sales. No warrants, derivatives, or other share classes were associated with this ATM. The Company terminated the ATM on October 6, 2022. The Company received proceeds from the ATM (net of 2% fees), amounting to $2,025, issued 10,786 common shares and incurred $81 of expenses related to this equity distribution agreement.

Issuance of common stock and warrants as part of the June 2022 Registered Direct Offering: On June 3, 2022, the Company entered into a placement agency agreement with Maxim Group LLC relating to the sale of the Company’s securities, or the Placement Agent Agreement. Pursuant to the Placement Agent Agreement, the Company entered into a Securities Purchase Agreement, with an institutional investor (the “Investor”) in connection with a registered direct offering of an aggregate of 19,583 of the Company’s common shares at a public offering price of $120.00 per share, registered on the Company’s Registration Statement on Form F-3 (333-234281), or the Registered Offering. Concurrently with the Registered Offering and pursuant to the Securities Purchase Agreement, the Company also commenced a private placement whereby the Company issued and sold 9,603,000 pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 40,012 of the Company’s common shares at $120.00 per pre-funded warrant share and 14,303,000 warrants (or the “June 2022 Warrants”) to purchase up to 59,595 of the Company’s common shares. The Pre-Funded Warrants had an exercise price of $

0.024

. All of the prefunded warrants were exercised from July to September 2022. The June 2022 Warrants had an exercise price per warrant share of $

120.00

and expired five years after issuance. The June 2022 Registered Direct Offering resulted in gross proceeds of $7,151 before deducting placement agent fees, commissions and other offering expenses that amounted to $544.

F-24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

Accounting Treatment of the June 2022 Warrants

The Company accounted for the June 2022 Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded these warrants should be equity-classified since they contained no provisions which would require the Company to account for the warrants as a derivative liability.

Accounting Treatment of the Pre-Funded Warrants

The Pre-Funded Warrants were classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date. The Pre-Funded Warrants are equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and (vi) meet the equity classification criteria. In addition, such pre-funded warrants do not provide any guarantee of value or return.

Repricing of the June 2022 Warrants: On October 7, 2022 the Company entered into an agreement with the Investor holding 100% of the June 2022 Warrants to induce him to exercise all of his June 2022 Warrants at an exercise price reduced from $120.00 per warrant share to $81.00 per warrant share. In consideration for the immediate exercise of the June 2022 Warrants for cash that resulted in gross proceeds of $4,827 before related fees and commissions, the Investor received new warrants to purchase up to an aggregate of 89,393 common shares (the “October 2022 Warrants”) with identical terms as the June 2022 Warrants with the exception of the exercise price per warrant share now set at $81.00.

The Company treated this warrant inducement agreement as a warrant modification and has recognized the incremental fair value of $1,345 of the October 2022 Warrants as a deemed dividend. As the Company is in an accumulated deficit position, the offsetting amount is recorded against additional paid-in-capital.

During the years ended December 31, 2023 and 2024, no October 2022 Warrants were exercised.

Accounting Treatment of the October 2022 Warrants

The Company accounted for the October 2022 Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded these warrants should be equity-classified since they contained no provisions which would require the Company to account for the warrants as a derivative liability.

Issuance of common stock and warrants as part of the December 2022 Public Equity

          Offering:

On December 6, 2022, the Company closed a public offering of 562,500 of the Company’s common shares at a public offering price of $24.00 per share and 6,750,000 warrants (the “Class C Warrants”) to purchase up to 562,500 of the Company’s common shares, (the “December 2022 Public Equity Offering”), with Maxim Group LLC acting as a placement agent. The Class C Warrants are immediately exercisable at an exercise price of $24.00 per warrant share and expire five years after issuance. The December 2022 Public Equity Offering resulted in gross proceeds of $13,500 before deducting placement agent fees, commissions and other offering expenses that amounted to $1,104. During the years ended December 31, 2023 and 2024, 500 and 0 common shares were issued pursuant to Class C Warrant exercises.

Accounting Treatment of the Class C Warrants

The Company accounted for the June 2022 Class C Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded these warrants should be equity-classified since they contained no provisions which would require the Company to account for the warrants as a derivative liability.

F-25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

Issuance of common stock and warrants as part of the February 2023 Registered Direct Offering:

On February 14, 2023, the Company entered into a placement agency agreement with Maxim Group LLC relating to the sale of the Company’s securities, or the Placement Agent Agreement. Pursuant to the Placement Agent Agreement, the Company entered into a Securities Purchase Agreement, with a number of institutional investors (the “Investors”) in connection with a registered direct offering of an aggregate of 837,094 of the Company’s common shares at a public offering price of $16.20 per share, or the February 2023 Registered Direct Offering. Concurrently with the February 2023 Registered Direct Offering and pursuant to the Securities Purchase Agreement, the Company also commenced a private placement whereby the Company issued and sold 10,045,185 warrants (the “February 2023 Warrants”) to purchase up to 837,094 of the Company’s common shares. The February 2023 Warrants had an exercise price per warrant share of $16.20 and expire five years after issuance. The February 2023 Registered Direct Offering closed on February 16, 2023 and it resulted in proceeds of $12,747 (net of 6% fees) and incurred $165 of expenses related to the offering. Additionally, since over 80% of the investors in the February 2023 Registered Direct Offering were Class C Warrant holders, the Company agreed to reduce the exercise price per common share of the Class C Warrants to $16.20 per warrant share from an original exercise price of $24.00 per common share to induce them to participate in the offering. The Company has recognized the incremental fair value of $121 of the modified Class C Warrants as an equity issuance cost as the reduction of the exercise price of the Class C warrants was done in conjunction with the February 2023 Registered Direct Offering.

During the years ended December 31, 2023 and 2024 no February 2023 Warrants were exercised.

Accounting Treatment of the February 2023 Warrants

The Company accounted for the February 2023 Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded these warrants should be equity-classified since they contained no provisions which would require the Company to account for the warrants as a derivative liability, and therefore were initially measured at fair value in permanent equity with subsequent changes in fair value not measured.

2024 ATM: On May 24, 2024, the Company, entered into an ATM, with Maxim (the “2024 ATM”). Under the 2024 ATM the Company may sell up to $5,800 of its common stock with Maxim acting as a sales agent. Since Maxim is acting solely as a sales agent, it has no right to require any common stock sales. No warrants, derivatives, or other share classes were associated with the 2024 ATM. The Company incurred $78 of expenses related to this equity distribution agreement for the year ended December 31, 2024. The Company has not issued any common shares pursuant to the 2024 ATM.

### Dividends to common stock holders: No dividends were paid to common stock holders in the years ended December 31, 2022, 2023 and 2024.

10.	(Loss)/ Earnings Per Common Share:

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 (loss)/earnings per share for the years ended December 2022, 2023 and 2024 are as follows:

	Year Ended December 31,
	2022			2023			2024
Net Income		18,948			6,066		5,034
Less: Deemed dividend equivalents on preferred shares related to redemption value		(14,400	)		-			-
Less: Dividends of preferred shares		(12,390	)		(6,010	)		-
Less: Deemed dividend on warrant inducement		(1,345	)		-			-
Less: Deemed dividend on Series E Shares conversion		-			(22,426	)		-
(Loss)/Net Income attributable to common shareholders		(9,187	)		(22,370	)		5,034
(Loss)/Earnings per share:
Weighted average common shares outstanding, basic and dilutive		252,815			1,798,761			4,626,197
(Loss)/Earnings per share, basic and diluted		(36.34	)		(12.44	)		1.09

F-26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

For the years ended December 31, 2022, 2023 and 2024, 81,231, 1,177,547 and 0 dilutive shares on an as-if converted basis relating to Series E Shares were not included in the computation of diluted (loss)/earnings per share because to do so would have been antidilutive for the period presented.

11.	Voyage and Vessel Operating Expenses:

The amounts in the consolidated statements of comprehensive income are as follows:

Voyage Expenses
		2023		2024
Bunkers	80		20		380
Commissions (including 1,008, 1,037 and 1,040 respectively, to<br> related party)	1,568		1,589		1,628
Total	1,648		1,609		2,008

All values are in US Dollars.

Vessel Operating Expenses
		2023		2024
Crew wages and related costs	11,881		11,898		11,965
Insurance	1,577		1,670		1,578
Repairs and maintenance (including 37, 42 and 46 respectively, to<br> related party)	1,592		1,138		1,566
Spares and consumable stores	3,339		3,538		3,685
Registration and taxes (Note 13)	239		283		292
Total	18,628		18,527		19,086

All values are in US Dollars.

12.	Interest and Finance Costs:

The amounts in the consolidated statements of comprehensive income are analyzed as follows:

Interest and Finance Costs
			2023		2024
Interest on debt (including 207,<br> - and -<br> respectively, to related party)	11,895			18,142		20,450
Bank charges	132			120		184
Amortization and write-off of financing fees	2,522			1,190		1,443
Amortization of debt<br> discount relating to Vessel fair value participation liability (Note 7)	-			3,537		1,419
Total	14,549			22,989		23,496
Less interest capitalized	(184	)		-		-
Total	14,365			22,989		23,496

All values are in US Dollars.

F-27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

13.	Income Taxes:

Marshall Islands and Greece does not impose a tax on international shipping income. Under the laws of 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 consolidated statements of comprehensive income.

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 and the Company’s ship-owning subsidiaries are 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.

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).

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 Company’s common shares, which is the Company’s sole class of issued and outstanding stock that is traded, is and the Company anticipates that its common shares will continue to be “primarily traded” on the NYSE American.

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.”

The Company took the position for U.S. federal income tax reporting purposes that it was not subject to U.S. federal income taxation for the 2022, 2023 taxable years since the company believes it qualifies for the exemption from tax under Section 883 and the Company intends to take the same position for the 2024 taxable year.

F-28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

14.	Financial Instruments:

The principal financial assets of the Company consist of cash on hand and at banks, restricted cash, trade accounts receivables (including EUAs) and long-term deposits. The principal financial liabilities of the Company consist of long-term loans (Note 7), accounts payable (including EUAs) due to suppliers, amounts due to related parties and accrued liabilities.

a)	Interest rate risk: The Company as of December 31, 2024 is subject to market risks relating to changes in interest rates, since all of its debt except for the 1^st^ CMBFL Facility 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<br> cash. The Company places its temporary cash investments, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial<br> institutions with which it places its temporary cash investments.
---	---
c)	Fair value: <br><br>
---	---

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.

15.	Mezzanine Equity

SERIES E PREFERRED SHARES

Each holder of Series E Shares, at any time, had the right, subject to certain conditions, to convert all or any portion of the Series E Shares then held by such holder into the Company’s common shares at the conversion rate then in effect. Each Series E Share was convertible into the number of the Company’s common shares equal to the quotient of one thousand dollars ($1,000) plus any accrued and unpaid dividends divided by the lesser of the following four prices (the “Series E Conversion Price”): (i) $120,000.00, (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 the Series E Shares onwards, but in no event could the Series E Conversion Price be less than the floor price ($0.60). The floor price was adjusted (decreased) in case of splits or subdivisions of the Company’s outstanding shares and was not adjusted in case of reverse stock splits or combinations of the Company’s outstanding shares. The holders of each Series E Share were entitled to the voting power of one thousand (1,000) common shares of the Company. Upon any liquidation, dissolution or winding up of the Company, the holders of Series E Shares would have been entitled to receive the net assets of the Company pari-passu with the common shareholders. Furthermore, the Company at its option had the right to redeem a portion or all of the outstanding Series E Shares. The Company could pay an amount equal to one thousand dollars ($1,000) per each Series E Share (the “Liquidation Amount”), plus a redemption premium equal to fifteen percent (15%) of the Liquidation Amount being redeemed if that redemption took place up to and including March 29, 2020 and twenty percent (20%) of the Liquidation Amount being redeemed if that redemption took place after March 29, 2020, plus an amount equal to any accrued and unpaid dividends on such Series E Shares (collectively referred to as the “Redemption Amount”).

F-29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

The Series E Shares were not subject to redemption in cash at the option of the holders thereof under any circumstance. Finally, the holders of outstanding Series E Shares were entitled to receive, semi-annual dividends payable in cash on the last day of June and December of 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, being June 30, 2019 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 Shares computed on the basis of a 365-day year and the actual days elapsed. Accrued but unpaid dividends shall bore interest at fifteen percent (15%). Dividends would not have been payable in cash, if such payment violated any provision of any senior secured facility of the Company or any senior secured facility for which the Company had provided a guarantee, for as long as such provisions, remained in effect.

The Company determined that the Series E shares were more akin to equity than debt and that the above identified conversion feature, subject to adjustments, was clearly and closely related to the host instrument, and accordingly bifurcation and classification of the conversion feature as a derivative liability was not required. Given that the Series D and Series E preferred stock’s holder (Lax Trust) controlled a majority of the Company votes, the preferred equity was in essence redeemable at the option of the holder and hence was classified in Mezzanine equity as per ASC 480-10-S99 “Distinguishing liabilities from Equity – SEC Materials”.

On December 6, 2023 the Company received a conversion notice for the conversion of all the outstanding Series E Shares (13,452 shares) into 2,930,718 of the Company’s common shares. The Series E Shares were converted on the same date of the receipt of the conversion notice with a conversion price of $4.59, which represented 80% of the lowest daily volume weighted average price of the Company’s common stock over the 20 consecutive trading days expiring on the trading day immediately prior to the date of delivery of the conversion notice. In the years ended December 31, 2022 and 2023 the Company did not issue or redeem any Series E Shares. During the years ended December 31, 2022 and 2023 the Company declared $2,046 and $1,001 of dividends to the Series E Shares holder.

The Company, based on ASC 470-20-40-5, determined that the Series E Shares conversion feature is in essence a redemption, since such conversion was settled by a delivery of a variable number of shares of common stock with a fixed monetary amount and by applying ASC 260-10-S99-2 has recognized the difference between the carrying amount of the Series E Shares at the date of conversion and the fair value of the common stock delivered on the same date, amounting to $22,426, as a deemed dividend.

SERIES F PREFERRED SHARES

On January 17, 2022, the Company entered

      into a stock purchase agreement with Africanus Inc., an affiliate of Evangelos J. Pistiolis  for the sale of up to 7,560,759
      newly-issued Series F Non-Convertible Perpetual Preferred Shares \(“Series F Shares”\), in exchange for \(i\) the assumption by Africanus Inc. of an amount of $47,630 of shipbuilding costs for its newbuilding vessels M/T Eco Oceano CA \(Hull No. 871\), M/T Julius Caesar \(Hull No. 3213\) and M/T Legio X Equestris \(Hull No. 3214\), and \(ii\) settlement
      of the Company’s remaining payment obligations relating to the VLCC Transaction, in an amount of up to $27,978. From January 17 to
      March 16, 2022 a total of 7,200,000 Series F Shares were issued, to cover $47,630 of shipbuilding costs in connection with the deliveries of M/T Julius Caesar, M/T Legio X Equestris and M/T Eco Oceano CA and as a consideration for the settlement of $24,370 of Due to related parties. During the years ended December 31, 2022 and 2023 the Company redeemed a total of 1,349,252 and 2,191,121 Series F
      Shares for $16,191 and $26,293.

On February 6, 2024 the Company redeemed the remaining 3,659,627 Series F Shares for $43,916.

F-30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

The holders of Series F Shares were entitled to the voting power of ten of the Company’s common shares per Series F Share. Upon any liquidation, dissolution or winding up of the Company, the holders of Series F Shares would have been entitled to receive the net assets of the Company pari passu with the Company’s common shares. The Series F Shares could not be subject to redemption in cash at the option of the holders and only the Company at its option had the right to redeem a portion or all of the outstanding Series F Shares at an amount equal to $10 (ten) per Series F Share redeemed (the “Liquidation Amount”), plus a redemption premium of 20% of the Liquidation Amount. The Series F Shares included a mandatory redemption provision tied to minimum voting requirements for the Company’s major shareholders, including affiliates of the CEO, pursuant to which if such minimum voting rights fell below 50% the Company was obliged to redeem the full amount of the then outstanding Series F Shares at a redemption premium of 40%. The holders of outstanding Series F Shares were entitled to receive semi-annual dividends payable in cash at a rate of 13.5% per year of the Liquidation Amount of the then outstanding Series F Shares. Accrued but unpaid dividends bore interest at 13.5%. In addition, a one-time cash dividend equal to 4.0% of the Liquidation Amount was payable following each issuance of Series F Shares. Finally, the Series F Shares were not convertible into the Company’s common shares under any circumstances.

The Company determined that the Series F Shares were more akin to equity than debt and hence they were classified in Mezzanine equity. As of March 16, 2022 (the date of the last series F Shares issuance), the Company adjusted the carrying value of the Series F Shares to the maximum redemption amount ($86,400), resulting in an increase of $14,400, which was accounted as deemed dividend.

During the years ended December 31, 2022,2023 and 2024 the Company declared $10,344, $5,009 and $0 of dividends to the Series F Shares holder.

16.	Investments in Unconsolidated Joint Ventures

2020 Joint Venture

On April 24, 2020 the Company acquired from a company affiliated with Mr. Evangelos J. Pistiolis, or the MR Seller, a 50% interest in two vessel owning companies (California 19 Inc. and California 20 Inc.) that owned two scrubber-fitted 50,000 dwt eco MR product tankers, M/T Eco Yosemite Park and M/T Eco Joshua Park respectively for $27,000, representing the Company’s share of interest in the fair value of the net assets acquired. Both vessels were delivered in March 2020 to the MR Seller from Hyundai Mipo shipyard of South Korea. The MR Seller had already entered into two joint venture agreements, for the two vessels, each with an equal ownership interest of 50%, with Just-C Limited, a wholly owned subsidiary of Gunvor Group Ltd (the other 50% owner). The abovementioned acquisition was approved by a special committee of the Company’s board of directors (the “JV Special Committee”), of which all of the directors were independent and for which the JV Special Committee obtained a fairness opinion relating to the consideration of the transaction from an independent financial advisor.

Out of the purchase price of $27,000, $1,646 and $1,654 were recognized as excess of the purchase price over the underlying net book value (“Basis Differences”) for California 19 Inc. and California 20 Inc. respectively, attributed to the value assigned to the attached time charter. These Basis Differences are amortized over the duration of the firm period of the charter (5 years) and their amortization is included as a reduction in Equity gain/(loss) in unconsolidated joint ventures. Furthermore $1,963 and $1,963 were also recognized as Basis Differences for California 19 Inc. and California 20 Inc. respectively, attributed to the fair market value over the carrying value of the vessels. These Basis Differences are amortized over the useful life of the vessels (25 years) and their amortization is also included as a reduction in Equity gain/(loss) in unconsolidated joint ventures.

On March 12, 2020, California 19 Inc. together with California 20 Inc. entered into a loan agreement with Alpha Bank for a senior debt facility of $37,660 ($18,830 for each vessel, the “JV Alpha Facility”). The loan had a term of five years and was payable on maturity via a balloon payment of $18,830 per vessel. The credit facility bore interest at LIBOR plus a margin of 3.00%. The facility carried customary covenants and restrictions, including the covenant that during the life of the facility, the market value of the vessels should have been at least 200% of the facility outstanding and any shortfall should have been covered by partial prepayments. Vessels were to be valued three times per year, every March, July and December. Provided that there was no breach of the above-mentioned covenant and no event of default occurred and was continuing or would occur if such dividend distribution would take place, California 19 Inc. and California 20 Inc. could distribute dividends, without any consent from Alpha Bank. The loans were guaranteed by the Company in their entirety and that guarantee was not limited to the Company’s share of the net assets of California 19 Inc. and California 20 Inc (see Note 8). On April 22, 2021 California 19 Inc. and California 20 Inc. prepaid $330 each to reduce each of the outstanding loans to $18,500.

F-31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

On September 27, 2024 California 19 Inc. and California 20 Inc. refinanced the JV Alpha Facility with the same bank (Alpha Bank) and increased the loan to $30,000 per vessel. The refinanced credit facility is repayable in 28 consecutive quarterly installments of $500 per vessel, commencing three months from draw down, and a balloon payment of $16,000 per vessel payable together with the last installment. The facility contains the same covenants as the JV Alpha Facility except for the asset cover ratio that has been reduced to 125%. Finally, the margin of the refinanced facility was lowered to 2.20% from 3.00% and the facility’s variable rate was switched from LIBOR to Term SOFR. The refinanced facility continues to be guaranteed by the Company in its entirety and that guarantee is not limited to the Company’s share of the net assets of California 19 Inc. and California 20 Inc.

Each of the two product tankers are on time charters that commenced in March 2020 with Clearlake Shipping Pte Ltd, a subsidiary of Gunvor Group Ltd for a firm term of five years plus two additional optional years. On July 17, 2024 California 19 Inc. and California 20 Inc. entered into agreements with their current charterer to extend their time charter employment at higher rates. Specifically, both vessels commences a 7-year time charter on August 1, 2024 at a gross daily hire rate of $19,500. All other terms will remain as per the current time charter contracts including the terms of an option of the charterers to extend each time charter for two additional years.

The Company’s exposure is limited to its share of the net assets of California 19 Inc. and California 20 Inc., proportionate to its 50% equity interest in these companies. Generally, the Company will share the profits and losses, cash flows and other matters relating to its investments in California 19 Inc. and California 20 Inc. in accordance with its ownership percentage. The vessels are managed by Central Mare, pursuant to management agreements. The Company accounts for investments in joint ventures using the equity method since it has joint control over the investment.

California 19 Inc. and California 20 Inc. made the following disbursements to the Company in 2022, 2023 and 2024:

	December 31, 2022				December 31, 2023				December 31, 2024
	California 19<br><br> <br>Inc.		California<br><br> <br>20 Inc.		California 19<br><br> <br>Inc.		California<br><br> <br>20 Inc.		California 19<br><br> <br>Inc.		California<br><br> <br>20 Inc.
Total disbursements<br><br>		1,475		1,475		1,260		1,260		5,870		5,870

Recognition of Equity gain/(loss) in unconsolidated joint ventures of the 2020 Joint Venture for the years ended December 31, 2022, 2023 and 2024 are summarized below:

	December 31, 2022						December 31, 2023						December 31, 2024
	California 19<br><br> <br>Inc.			California 20<br><br> <br>Inc.			California 19<br><br> <br>Inc.			California 20<br><br> <br>Inc.			California 19<br><br> <br>Inc.			California 20<br><br> <br>Inc.
Net profit attributable to the Company		725			738			399			400			509			467
Amortization of Basis Differences		(408	)		(409	)		(408	)		(409	)		(408	)		(409	)
Equity gains in unconsolidated joint ventures		317			329			(9	)		(9	)		101			58

F-32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2024

AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 and 2024

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

17.	Revenues

Revenues are comprised of the following:


Time charter revenues	73,362	74,006	77,160
Time charter revenues from related party (Note 5)<br><br>	7,294	8,943	8,967
Total	80,656	82,949	86,127

The Company typically enters into time charters for periods ranging between three to fifteen years which include a charterer’s option to renew for a further one or two one-year periods at predetermined daily rates. 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. In a time charter contract, the vessel is hired by the charterer for a specified period of time in exchange for consideration which is based on a daily hire rate. 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. In a time charter contract, the Company is responsible for all costs incurred for running the vessel such as crew costs, vessel insurance, repairs and maintenance and lubricants. The charterer bears the voyage related costs, such as bunker expenses, port charges and canal tolls during the hire period. The charterer generally pays the charter hire in advance of the upcoming contract period.

As of December 31, 2024, all of the Company’s vessels are employed under time charters.

18.	Subsequent Events

As disclosed in Note 5 on April 11, 2025 the Company closed the Para Bellvm SPA and took

        delivery of the M/Y Para Bellvm. The ship owning company of the M/Y Para Bellvm had a senior secured loan in place that the Company assumed. The loan was originally for Euro 14,340 or $15,774 of which Euro 12,189 or $13,408 is outstanding as
        of the SPA date, has a margin over EURIBOR of 2.30% and is payable in 20 quarterly installments of Euro 358.5 or $394.4 and a balloon payment of Euro 7,170
        or $7,887 payable together with the last installment.

As disclosed in Note 5 and 8, the Company on April 11, 2025 acquired the Newbuilding Yacht for a consideration of $27,000.

F-33

Exhibit 2.8

DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

As of December 31, 2024, TOP Ships Inc. (the "Company", "we", "us" and "our") had common stock, par value $0.01 per share, and preferred stock purchase rights for each outstanding common share 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. 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 Third 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 now or hereafter be organized under the BCA. Our Third Amended and Restated Articles of Incorporation and Amended and Restated 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 common shares, par value $0.01 per share, of which 4,626,197 shares were issued and outstanding as of December 31, 2024 and as of the date of the annual report on Form 20-F of which this exhibit is a part, and 20,000,000 preferred shares with par value of $0.01 per share, of which 100,000 Series D Preferred Shares were issued and outstanding as of December 31, 2024 and as of the date of the annual report on Form 20-F of which this exhibit is a part. On February 6, 2024, we fully redeemed all of our outstanding Series F Preferred, following which no Series F Preferred Shares are outstanding. Our Board of Directors has the authority to establish such series of preferred stock and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolution or resolutions providing for the issue of such preferred stock.

Description of Common Shares

Holders of our common shares do not have conversion, redemption 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 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, as further amended, prohibit cumulative voting in the election of directors.

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 possible, 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.

Dividend Rights

Subject to preferences that may be applicable to any outstanding preferred shares, 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 our preferred shares 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.

Description of Preferred Stock Purchase Rights

On September 14, 2016, our Board of Directors declared a dividend of one preferred share purchase right, or a Right, for each outstanding common share and adopted a shareholder rights plan, as set forth in the Stockholders Rights Agreement dated as of September 22, 2016, or the Rights Agreement, by and between us and Computershare Trust Company, N.A. (succeeded by our current transfer agent, AST), as rights agent. In connection with the Rights Agreement, we designated 1,000,000 shares as Series A Participating Preferred Stock (the “Series A Preferred Shares”), none of which were outstanding as of December 31, 2024 and as of the date of the annual report on Form 20-F of which this exhibit is a part.

The Board 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 our outstanding common shares without the approval of our Board of Directors. If a shareholder's beneficial ownership of our 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 by 1% or more.

The Rights. The Rights trade with, and are inseparable from, our common shares. The Rights are evidenced only by certificates that represent our common shares. New Rights will accompany any new of our common shares issued after October 5, 2016 until the Distribution Date described below.

Exercise Price. Each Right allows its holder to purchase from us one one-thousandth of a share of Series A Participating Preferred Stock, or a Series A Preferred Share, for an initial exercise price of $50.00, subject to adjustment pursuant to the Rights Agreement, or the Exercise Price, once the Rights become exercisable. This portion of a Series 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.

Exercisability. The Rights are not 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 our outstanding common shares.

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.

The date when the Rights become exercisable is the "Distribution Date." Until that date, our common share 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 our common shares will constitute a transfer of Rights. After that date, the Rights will separate from our common shares and will be evidenced by book-entry credits or by Rights certificates that we will mail to all eligible holders of our common shares. Any Rights held by an Acquiring Person are null and void and may not be exercised.

Series A Preferred Share Provisions

Each one one-thousandth of a Series 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<br> in kind) of all non-cash dividends or other distributions other than a dividend payable in our common shares or a subdivision of our outstanding common shares (by reclassification or otherwise), declared on our common shares since the<br> immediately preceding quarterly dividend payment date; and
---	---
•	entitle holders to one vote on all matters submitted to a vote of our shareholders.
---	---

The value of one one-thousandth interest in a Series 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 our common shares, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of our 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.

•

Flip Over. 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 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 our 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. Our Board of Directors may redeem the Rights for $0.01 per Right at any time before any person or group becomes an Acquiring Person. If our Board of Directors 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 $0.01 per Right. The redemption price will be adjusted if we have a stock dividend or a stock split.

Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of our 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, 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) September 22, 2026; or (ii) the redemption or exchange of the Rights as described above.

Anti-Dilution Provisions. The Board may adjust the purchase price of the Series A Preferred Shares, the number of Series A 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 Series A Preferred Shares or our 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.

Description of Series D Preferred Shares

The Series D Preferred Stock has the following characteristics:

Conversion. The Series D Preferred Shares are not convertible into common shares.

Voting. Each Series D Preferred Share has the voting power of 1,000 common shares. As a prerequisite for the Navigare Lease, Mr. Evangelos J. Pistiolis personally guaranteed the performance of the bareboat charters entered in connection with the lease, under certain circumstances, and in exchange, we amended the Certificate of Designations governing the terms of the Series D Preferred Shares, to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by 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, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease.

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 shares shall be redeemed by us for par value on the date that any financing facility 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 SLB’s with AVIC, CMBFL, Huarong and Navigare 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.

Description of Series F Preferred Shares

On February 6, 2024, we fully redeemed all of our outstanding 3,659,627 Series F Preferred Shares for an aggregate amount of approximately $43.9 million, payable in cash, following which no Series F Preferred Shares are outstanding.

The Series F Preferred Shares had the following characteristics:

Voting. The holders of Series F Preferred Shares were entitled to the voting power of ten (10) of our common shares per Series F Preferred Share. The holders of Series F Preferred Shares and the holders of common shares voted together as one class on all matters submitted to a vote of shareholders. Except as required by law, the holders of Series F Preferred Shares had no special voting rights and their consent was not required for taking any corporate action.

Distributions. Upon any liquidation, dissolution or winding up of our Company, the holders of Series F Preferred Shares were entitled to receive the net assets of the Company pari passu with the Common Shares.

Redemption. The Company at its option had the right to redeem a portion or all of the outstanding Series F Preferred Shares. Upon an optional redemption, the Company was required to pay an amount equal to $10 per Series F Preferred Share redeemed (the “Liquidation Amount”), plus a redemption premium of 20% of the Liquidation Amount. The Series F Preferred Shares included a mandatory redemption provision tied to minimum voting requirements for the Company’s major shareholders, including affiliates of the CEO, pursuant to which if such minimum voting rights fell below 50% the Company would be obliged to redeem the full amount of the then outstanding Series F Preferred Shares at a redemption premium of 40%.

Dividends. The holders of outstanding Series F Preferred Shares were entitled to receive semi-annual dividends payable in cash at a rate of 13.5% per year of the Liquidation Amount of the then outstanding Series F Preferred Shares. In addition, a one-time cash dividend equal to 4.0% of the Liquidation Amount was payable to the relevant holders 30 days following the initial issuance of Series F Preferred Shares.

Ranking. All shares of Series F Preferred Shares ranked pari passu with the Company’s common shares.

Shareholder Meetings

Directors

Classified Board

Election and Removal

Dissenters’ Rights of Appraisal and Payment

Shareholders’ Derivative Actions

Anti-takeover Provisions of our Charter Documents

Business Combinations

•	prior to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the Board approved either the business combination or the transaction<br> that resulted in the shareholder becoming an interested shareholder;
•	upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of<br> the corporation outstanding at the time the transaction commenced;
---	---

•	at or subsequent to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the business combination is approved by the Board and<br> authorized at an annual or special meeting of shareholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested shareholder; and
•	the shareholder became an interested shareholder prior to the consummation of the initial public offering.
---	---

Limited Actions by Shareholders

Blank Check Preferred Stock

Super-majority Required for Certain Amendments to Our By-Laws

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. While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other states 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. As a result, you may have more difficulty protecting your interests in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction which has developed a substantial body of case law. The following table provides a comparison between the 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 bylaws.	May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of<br> 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<br> incorporation or by the bylaws.	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<br> incorporation or by the bylaws.
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<br> of the meeting and, unless it is an 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.	W 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,<br> date and hour of the meeting, and the 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<br> 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<br> without a meeting, without prior notice and without a vote, 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<br> incorporation so provide, by the holders of outstanding shares 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<br> 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<br> shareholders having not fewer 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<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 bylaws, a majority of shares entitled to vote constitutes a quorum. In no event shall a<br> quorum consist of fewer than one-third of the shares entitled to vote at a meeting.	For stock corporations, the certificate of incorporation or bylaws may specify the number of shares required to constitute a quorum but in no event shall a<br> quorum consist of less than one-third 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<br> the holders of outstanding shares at a shareholder 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<br> upon the majority vote by shareholders of each 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<br> by the 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<br> the 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<br> of the 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<br> the vote 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<br> called 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<br> otherwise 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 bylaws, by the shareholders, or by action of the board under the specific provisions of a<br> bylaw.	The number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation<br> fixes the number of directors, in which case a change in the 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<br> no decrease in the number shall shorten the term of any incumbent director.	If the number of directors is fixed by the certificate of incorporation, a change in the number shall be made only by an<br> 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<br> incorporation otherwise provides.
If the articles of incorporation or the bylaws so provide, any or all of<br> the directors may be removed without cause by vote of the shareholders..	In the case of a classified board, shareholders may effect<br> 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<br> business, and receive payment of the fair 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<br> series of stock, which shares or depository 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<br> 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. The right of a dissenting shareholder to receive payment of the<br> fair value of his or her shares shall not be 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<br> exceptions, such as a 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<br> 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<br> dissent and to receive payment for such shares if the amendment:
• alters or abolishes any preferential right of any outstanding shares having preference; or

• creates, alters or abolishes any provision or right in respect to the redemption of any outstanding shares; or
• alters or abolishes any preemptive right of such holder to acquire shares or other securities; or
• 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 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<br> beneficial interest in such shares or 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<br> that his shares or his interest therein 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<br> 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<br> 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<br> of outstanding shares or holds voting 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<br> value of 50,000 or less.

All values are in US Dollars.

Exhibit 4.35

1. Shipbroker<br><br> <br>N/A	2. Place and date<br><br> <br>11 January 2024
3. Owners/Place of business (Cl. 1)<br><br> <br><br><br> <br>SEA 179 LEASING CO. LIMITED, a company incorporated under<br><br> <br>the laws of Hong Kong with company number 2878380 whose<br><br> <br>registered office is at 46/F, Champion Tower, 3 Garden Road, Central, Hong Kong	4. Bareboat Charterers/Place of business (Cl. 1)<br><br> <br><br><br> <br>PCH DREAMING INC. a corporation incorporated under<br><br> <br>the laws of the Republic of the Marshall Islands, having<br><br> <br>its registered address at Trust Company Complex,<br><br> <br>Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands<br><br> <br>MH96960
5. Vessel’s name, call sign and flag (Cl. 1 and 3)<br><br> <br>Eco Marina Del Rey<br><br> <br>Call Sign: V7A 2018<br><br> <br>Flag: Marshall Islands or any other flag state of the Vessel as may be agreed in writing by the Owners and the Charterers.
6. Type of Vessel<br><br> <br>OIL/CHEMICAL TANKER	7. GT/NT<br><br> <br>29,994 / 13,850
8. When/Where built<br><br> <br>2019<br><br> <br>Hyundai Mipo Dockyard Co., Ltd, Korea	9. Total DWT (abt.) in metric tons on summer freeboard<br><br> <br>50,267
10. Classification Society (Cl. 3)<br><br> <br>DNV or any other Approved Classification Society	11 . Date of last special survey by the Vessel’s classification society<br><br> <br>N/A
12 Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3)<br><br> <br>IMO No.: 9798349<br><br> <br>Length: 176.20 metres<br><br> <br>Breadth: 32.20 metres<br><br> <br>Depth: 19.10 metres
13 . Port or Place of delivery (Cl. 3)<br><br> <br>Back to back with MOA delivery	14. Time for delivery (Cl. 4)<br><br> <br>See Clause 34 (Delivery<br><br> <br>and Charter of Vessel)	15. Cancelling date (Cl. 5)<br><br> <br>See definition of<br><br> <br>"Cancelling Date" and<br><br> <br>Clause 33<br><br> <br>(Cancellation)
16. Port or Place of redelivery (Cl. 15)<br><br> <br>See Clauses 41.6 (Termination, Redelivery and Total Loss)	17. No. of months' validity of trading and class certificates upon redelivery (Cl. 15)<br><br> <br>Six (6) months
18. Running days’ notice if other than stated in Cl. 4<br><br> <br>N/A	19. Frequency of dry-docking (Cl. 10(g))<br><br> <br>In accordance with Approved Classification Society or requirements of Flag State
20. Trading limits (Cl. 6)<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>See Clause 32 (Charter Period)	22. Charter hire (Cl. 11)<br><br> <br>See Clause 36 (Charterhire and Advance Charterhire)
23. New class and other safety requirements (state percentage of Vessel's insurance value acc. to Box 29)(Cl. 10(a)(ii))<br><br> <br>N/A
24. Rate of interest payable acc. to Cl. 11 (f) and, if applicable, acc. to PART IV<br><br> <br>See Clause 37 (Changes to Interest Rate, Default Interest)	25. Currency and method of payment (Cl. 11)<br><br> <br>Dollars/Bank transfer
26. Place of payment; also state beneficiary and bank account (Cl. 11)<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 place) (Cl. 24) (optional)<br><br> <br>See Clause 24
28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business) (Cl. 12)<br><br> <br><br><br> <br>N/A	29. Insurance (hull and machinery and war risks) (state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k)) (also state if Cl. 14 applies)<br><br> <br><br><br> <br>See Clause 39 (Insurance) - Clause 14 does not apply

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.

30. Additional insurance cover, 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, 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 filled in if period other than stated in Cl. 3)<br><br> <br>N/A	33. Brokerage commission and to whom payable (Cl. 27) N/A
34. Grace period (state number of clear banking days) (Cl. 28)<br><br> <br>N/A	35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30)<br><br> <br>(c) Clause 30 not applicable. See Clause 65<br><br> <br>(Governing Law and Enforcement)
36. War cancellation (indicate countries agreed) (Cl. 26(f))<br><br> <br>N/A
37. Newbuilding Vessel (indicate with “yes” or “no” whether PART III applies) (optional)<br><br> <br><br><br> <br>No	38. Name and place of Builders (only to be filled in if PART III applies)<br><br> <br>N/A
39. Vessel’s Yard Building No. (only to be filled in if PART III applies)<br><br> <br>N/A	40. Date of Building Contract (only to be filled in if PART III applies)<br><br> <br>N/A
41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1)<br><br> <br>a) N/A<br><br> <br>b) N/A<br><br> <br>c) N/A
42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies) (optional)<br><br> <br>No, Part IV does not apply	43. Bareboat Charter Registry (indicate with “yes” or “no” whether PART V applies) (optional)<br><br> <br>No
44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies)<br><br> <br>N/A	45. Country of the Underlying Registry (only to be filled in if PART V applies)<br><br> <br>N/A
46. Number of additional clauses covering special provisions, if agreed<br><br> <br>Clause 32 (Charter Period) to Clause 66 (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. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter if expressly agreed and stated in Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it is further agreed that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.

Signature (Owners)	/s/ CUI Wanying<br><br> <br>CUI Wanying<br><br> <br>Attorney-in-Fact	Signature (Charterers)	/s/ Alexandros Tsirikos<br><br> <br>Alexandros Tsirikos<br><br> <br>Attorney-in-Fact

PART II

BARECON 2001 Standard Bareboat Charter

1 1. Definitions
2 In this Charter, the following terms shall have the
3 meanings hereby assigned to them:
4 “The Owners” shall mean the party identified in Box 3;
5 “The Charterers” shall mean the party identified in Box 4;
6 “The Vessel” shall mean the vessel named in Box 5 and
7 with particulars as stated in Boxes 6 to 12.
8 “Financial Instruments” has<br><br><br><br><br><br><br><br><br><br><br><br> the meaning ascribed to it
in Clause 66 (Definitions). ~~means the mortgage, deed of~~
9 ~~covenant or other such financial security instrument as~~
~~10 annexed to this Charter and stated in Box 28.~~
11 2 Charter Period
12 In consideration of the hire detailed in Box 22,
13 the Owners have agreed to let and the Charterers have
14 agreed to hire the Vessel for the period stated in Box 21
15 ~~(“The Charter Period”)~~. See also Clause 32 (Charter
Period)
16 3. Delivery
17 (not applicable when Part III applies, as indicated in Box 37)
18 (a) The Owners shall before and at the time of delivery
~~19 exercise due diligence to make the Vessel seaworthy~~
~~20 And in every respect ready in hull, machinery and~~
~~21 equipment for service under this Charter~~
22 ~~Within Internatonal Navigating Limits Tt~~The Vessel
shall be delivered by the Owners and taken
23 over by the Charterers at the port or place indicated in
24 Box 13. in such ready safe berth as the Charterers may
25 ~~direct.~~
26 ~~(b) The Vessel shall be properly documented on~~
~~27 delivery in accordance with the laws of the flag State~~
~~28 indicated in Box 5 and the requirements of the~~
~~29 classification society stated in Box 10. The Vessel upon~~
~~30 delivery shall have her survey cycles up to date and~~
~~31 trading and class certificates valid for at least the number~~
~~32 of months agreed in Box 12.~~
33 (c) The delivery of the Vessel by the Owners and the
34 taking over of the Vessel by the Charterers shall
35 constitute a full performance by the Owners of all the
36 Owners’ obligations under this Clause 3, and thereafter
37 the Charterers shall not be entitled to make or assert
38 any claim against the Owners on account of any
39 conditions, representations or warranties expressed or
40 implied with respect to the Vessel. ~~but the Owners shall~~
~~41 be liable for the cost of but not the time for repairs or~~
~~42 renewals occasioned by latent defects in the Vessel,~~
~~43 her machinery or appurtenances, existing at the time of~~
~~44 delivery under this Charter, provided such defects have~~
~~45 manifested themselves within twelve (12) months after~~
~~46 delivery unless otherwise provided in Box 32.~~
47 4. Time for Delivery (See Clause 34 (Delivery and
Charter of Vessel))
~~48 (not applicable when Part III applies, as indicated in Box 37)~~
~~49 The Vessel shall not be delivered before the date~~
~~50 indicated in Box 14 without the Charterers’ consent and~~
~~51 the Owners shall exercise due diligence to deliver the~~
~~52 Vessel not later than the date indicated in Box 15.~~
~~53 Unless otherwise agreed in Box 18, the Owners shall~~
~~54 give the Charterers not less than thirty (30) running days’~~
~~55 preliminary and not less than fourteen (14) running days’~~
~~56 definite notice of the date on which the Vessel is~~
~~57 expected to be ready for delivery.~~
~~58 The Owners shall keep the Charterers closely advised~~
~~59 of possible changes in the Vessel’s position.~~
---
60 5. Cancelling (See Clause 33 (Cancellation))
~~61 (not applicable when Part III applies, as indicated in Box 37)~~
~~62 (a) Should the Vessel not be delivered latest by the~~
~~63 cancelling date indicated in Box 15, the Charterers shall~~
~~64 have the option of cancelling this Charter by giving the~~
~~65 Owners notice of cancellation within thirty-six (36)~~
~~66 running hours after the cancelling date stated in Box~~
~~67 15, failing which this Charter shall remain in full forc~~
~~68 and effect.~~
~~69 (b) If it appears that the Vessel will be delayed beyond~~
~~70 the cancelling date, the Owners may, as soon as they~~
~~71 are in a position to state with reasonable certainty the~~
~~72 day on which the Vessel should be ready, give notice~~
~~73 thereof to the Charterers asking whether they will~~
~~74 exercise their option of cancelling, and the option must~~
~~75 then be declared within one hundred and sixty-eight~~
~~76 (168) running hours of the receipt by the Charterers of~~
~~77 such notice or within thirty-six (36) running hours after~~
~~78 the cancelling date, whichever is the earlier. If the~~
~~79 Charterers do not then exercise their option of cancelling,~~
~~80 the seventh day after the readiness date stated in the~~
~~81 Owners’ notice shall be substituted for the cancelling~~
~~82 date indicated in Box 15 for the purpose of this Clause 5.~~
~~83 (c) Cancellation under this Clause 5 shall be without~~
~~84 prejudice to any claim the Charterers may otherwise~~
~~85 have on the Owners under this Charter.~~
86 6. Trading Restrictions (see also Clauses 46.1(t), 46.1(u)
and 46.1(v)) (Undertakings)
87 The Vessel shall be employed in lawful trades for the
88 carriage of suitable lawful merchandise within the trading
89 limits indicated in Box 20.
90 The Charterers undertake not to employ the Vessel or
91 suffer the Vessel to be employed otherwise than in
92 conformity with the terms of the contracts of insurance
93 (including any warranties expressed or implied therein)
94 without first obtaining the consent of the insurers to such
95 employment and complying with such requirements as
96 to extra premium or otherwise as the insurers may
97 prescribe.
98 The Charterers also undertake not to employ the Vessel
99 or suffer her employment in any trade or business which
100 is forbidden by the law of any country to which the Vessel
101 may sail or is otherwise illicit or in carrying illicit or
102 prohibited goods or in any manner whatsoever which
103 may render her liable to condemnation, destruction,
104 seizure or confiscation.
105 Notwithstanding any other provisions contained in this
106 Charter it is agreed that nuclear fuels or radioactive
107 products or waste are specifically excluded from the
108 cargo permitted to be loaded or carried under this
109 Charter. This exclusion does not apply to radio-isotopes
110 used or intended to be used for any industrial,
111 commercial, agricultural, medical or scientific purposes
112 provided the Owners’ prior approval has been obtained
113 to loading thereof.
114 7. Surveys on Delivery and Redelivery
115 Provision on Delivery see Clause 47.2 (Inspection of
Vessel) ~~(not applicable when Part III applies, as indicated in~~
~~Box 37)~~
116 The Owners ~~and Charterers~~ shall ~~each~~ appoint

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117 surveyors for the purpose of determining and agreeing
118 in writing the condition of the Vessel at the time of
119 ~~delivery and~~ redelivery pursuant to Clause 41.6
(Termination, Redelivery and Total Loss)hereunder (if
applicable) at the costs of the Charterers. ~~The Owners~~
~~s~~~~hall~~
~~120 bear all expenses of the On-hire Survey including loss~~
~~121 of time, if any, and the Charterers shall bear all expenses~~
~~122 of the Off-hire Survey including loss of time, if any, at~~
~~123 the daily equivalent to the rate of hire or pro rata thereof.~~
124 8. Inspection (See Clause 47 (Inspection of Vessel))
~~125 The Owners shall have the right at any time after giving~~
~~126 reasonable notice to the Charterers to inspect or survey~~
~~127 the Vessel or instruct a duly authorised surveyor to carry~~
~~128 out such survey on their behalf:-~~
~~129 (a) to ascertain the condition of the Vessel and satisfy~~
~~130 themselves that the Vessel is being properly repaired~~
~~131 and maintained. The costs and fees for such inspection~~
~~132 or survey shall be paid by the Owners unless the Vessel~~
~~133 is found to require repairs or maintenance in order to~~
~~134 achieve the condition so provided;~~
~~135 (b) in dry-dock if the Charterers have not dry-docked~~
~~136 Her in accordance with Clause 10(g). The costs and fees~~
~~137 for such inspection or survey shall be paid by the~~
~~138 Charterers; and~~
~~139 (c) for any other commercial reason they consider~~
~~140 necessary (provided it does not unduly interfere with~~
~~141 the commercial operation of the Vessel). The costs and~~
~~142 fees for such inspection and survey shall be paid by the~~
~~143 Owners.~~
~~144 All time used in respect of inspection, survey or repairs~~
~~145 shall be for the Charterers’ account and form part of the~~
~~146 Charter Period.~~
~~147 The Charterers shall also permit the Owners to inspect~~
~~148 the Vessel’s log books whenever requested and shall~~
~~149 whenever required by the Owners furnish them with full~~
~~150 information regarding any casualties or other accidents~~
~~151 or damage to the Vessel.~~
152 9. Inventories, Oil and Stores (See Clause 34.7 (Delivery
and Charter of Vessel))
~~153 A complete inventory of the Vessel’s entire equipment,~~
~~154 outfit including spare parts, appliances and of all~~
~~155 consumable stores on board the Vessel shall be made~~
~~156 by the Charterers in conjunction with the Owners on~~
~~157 delivery and again on redelivery of the Vessel. The~~
~~158 Charterers and the Owners, respectively, shall at the~~
~~159 time of delivery and redelivery take over and pay for all~~
~~160 bunkers, lubricating oil, unbroached provisions, paints,~~
~~161 ropes and other consumable stores (excluding spare~~
~~162 parts) in the said Vessel at the then current market prices~~
~~163 at the ports of delivery and redelivery, respectively. The~~
~~164 Charterers shall ensure that all spare parts listed in the~~
~~165 inventory and used during the Charter Period are~~
~~166 replaced at their expense prior to redelivery of the~~
~~167 Vessel.~~
168 10. Maintenance and Operation
169 (a)(i)Maintenance and Repairs - During the Charter
170 Period the Vessel shall be in the full possession
171 and at the absolute disposal for all purposes of the
172 Charterers and under their complete control in
173 every respect. The Charterers shall maintain the
174 Vessel, her machinery, boilers, appurtenances and
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175 spare parts in a good state of repair, in efficient
176 operating condition and in accordance with good
177 commercial maintenance practice and, ~~except as~~
178 ~~provided for in Clause 14(I),~~ if applicable, at their
179 own expense they shall at all times keep the
180 Vessel’s Classification ~~Class~~ fully up to date with the
Classification
181 Society indicated in Box 10 and maintain all other
182 necessary certificates in force at all times.
183 (ii) New Class and Other Safety Requirements - In the
184 event of any improvement, structural changes or
185 new equipment becoming necessary for the
186 continued operation of the Vessel by reason of new
187 class requirements or by compulsory legislation, the the
Charterers shall ensure that the same are complied
with and the time and costs of compliance shall be for
the Charterers' account.
~~188 costing (excluding the Charterers’ loss of time)~~
~~189 more than the percentage stated in Box 23, or if~~
~~190 Box 23 is left blank, 5 per cent. of the Vessel’s~~
~~191 insurance value as stated in Box 29, then the~~
~~192 extent, if any, to which the rate of hire shall be varied~~
~~193 and the ratio in which the cost of compliance shall~~
~~194 be shared between the parties concerned in order~~
~~195 to achieve a reasonable distribution thereof as~~
~~196 between the Owners and the Charterers having~~
~~197 regard, inter alia, to the length of the period~~
~~198 remaining under this Charter shall, in the absence~~
~~199 of agreement, be referred to the dispute resolution~~
~~200 method agreed in Clause 30.~~
201 (iii) Financial Security - The Charterers shall maintain
202 financial security or responsibility in respect of third
203 party liabilities as required by any government,
204 including federal, state or municipal or other division
205 or authority thereof, to enable the Vessel, without
206 penalty or charge, lawfully to enter, remain at, or
207 leave any port, place, territorial or contiguous
208 waters of any country, state or municipality in
209 performance of this Charter without any delay. This
210 obligation shall apply whether or not such
211 requirements have been lawfully imposed by such
212 government or division or authority thereof.
213 The Charterers shall make and maintain all arrange-
214 ments by bond or otherwise as may be necessary to
215 satisfy such requirements at the Charterers’ sole
216 expense and the Charterers shall indemnify the Owners
217 against all consequences whatsoever (including loss of
218 time) for any failure or inability to do so.
219 (b) Operation of the Vessel - The Charterers shall at
220 their own expense and by their own procurement man,
221 victual, navigate, operate, supply, fuel and, whenever
222 required, repair the Vessel during the Charter Period
223 and they shall pay all charges and expenses of every
224 kind and nature whatsoever incidental to their use and
225 operation of the Vessel under this Charter, including
226 annual ~~flag State~~ fees of the Flag State and any foreign
general
227 municipality and/or state taxes. The Master, officers
228 and crew of the Vessel shall be the servants of the Charterers
229 for all purposes whatsoever, even if for any reason
230 appointed by the Owners.
231 Charterers shall comply with the regulations regarding

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232 officers and crew in force in the country of the Vessel’s
233 flag or any other applicable law.<br><br> <br><br> <br>234 (c) The Charterers shall keep the Owners ~~and the~~<br><br> <br>235 ~~mortgagee(s)~~ advised of the intended employment,<br><br> <br>236 planned dry-docking and major repairs of the Vessel,<br><br> <br>237 as reasonably required.<br><br> <br> <br>238 (d) Flag and Name of Vessel – During the Charter<br><br> <br>239 Period, the Charterers shall have the liberty to paint the<br><br> <br>240 Vessel in their own colours, install and display their<br><br> <br>241 funnel insignia and fly their own house flag (with all fees,<br><br> <br>costs and expenses arising in relation thereto for the<br><br> <br>Charterers' account). The<br><br> <br>242 Charterers shall also have the liberty, with the Owners’<br><br> <br>243 consent, ~~which shall not be unreasonably withheld,~~ to<br><br> <br>244 change the flag and/or the name of the Vessel during<br><br> <br>245 the Charter Period (with all fees, costs and expenses<br><br> <br>arising in relation thereto for the Charterers'<br><br> <br>account). Painting and re-painting, instalment<br><br> <br>246 and re-instalment, registration and re-registration, if<br><br> <br>247 required by the Owners, shall be at the Charterers’<br><br> <br>248 expense and time.<br><br> <br> <br>249 (e) Changes to the Vessel – ~~See Clause 49.1(y).~~ Subject<br><br><br><br><br><br><br><br><br><br><br><br> to<br><br> <br>Clause 10(a)(ii),<br><br> <br>250 the Charterers shall make no structural changes in the<br><br> <br>251 Vessel or changes in the machinery, boilers, appurten-<br><br> <br>252 ances or spare parts thereof without in each instance<br><br> <br>253 first securing the Owners’ approval thereof. If the Owners<br><br> <br>254 so agree, the Charterers shall, if the Owners so require,<br><br> <br>255 restore the Vessel to its former condition ~~before the~~<br><br> <br>~~256 termination of this Charter.~~<br><br> <br>257 (f) Use of the Vessel’s Outfit, Equipment and<br><br> <br>258 Appliances - The Charterers shall have the use of all<br><br> <br>259 outfit, equipment, and appliances on board the Vessel<br><br> <br>260 at the time of delivery, provided the same or their<br><br> <br>261 substantial equivalent shall be returned to the Owners<br><br> <br>262 on redelivery in the same good order and condition as<br><br> <br>263 when received, ordinary wear and tear excepted. The<br><br> <br>264 Charterers shall from time to time during the Charter<br><br> <br>265 Period replace, renew or substitute such items of<br><br> <br>equipment as shall be so<br><br> <br>266 damaged or worn as to be unfit for use. The Charterers<br><br> <br>267 are to procure that all repairs to or replacement of any<br><br> <br>268 damaged, worn or lost parts or equipment be effected<br><br> <br>269 in such manner (both as regards workmanship and<br><br> <br>270 quality of materials) as not to diminish the value of the<br><br> <br>271 Vessel. Title of any equipment so replaced, renewed<br><br> <br>or substituted shall vest in and remain with the<br><br> <br>Owners. The Charterers have the right to fit additional<br><br> <br>272 equipment at their expense and risk (provided that no<br><br> <br>permanent structural damage is caused to the Vessel<br><br> <br>by reason of such installation) and ~~but~~ the<br> Charterers<br><br> <br>273 shall, at their expenses, remove such equipment and<br><br> <br>make good any damage caused by the fitting or<br><br> <br>removal of such additional equipment before the<br><br> <br>Vessel is redelivered to the Owners. ~~at the end of the~~<br><br> <br>~~period if~~<br><br> <br>274 ~~requested by the Owners.~~ Any equipment including radio<br><br> <br>275 equipment on hire on the Vessel at time of delivery shall<br><br> <br>276 be kept and maintained by the Charterers and the<br><br> <br>277 Charterers shall assume the obligations and liabilities<br><br> <br>278 of the Owners under any lease contracts in connection<br><br> <br>279 therewith and shall reimburse the Owners for all
280 expenses incurred in connection therewith, also for any<br><br> <br>281 new equipment required in order to comply with radio<br><br> <br>282 regulations.<br><br> <br> <br>283 (g) Periodical Dry-Docking - The Charterers shall dry-<br><br> <br>284 dock the Vessel and clean and paint her underwater<br><br> <br>285 parts whenever the same may be necessary, but not<br><br> <br>286 less than once during the period stated in Box 19. ~~or, if~~<br><br> <br>287 ~~Box 19 has been left blank, every sixty (60) calendar~~<br><br> <br>288 ~~months after delivery or such other period as may be~~<br><br> <br>289 ~~required by the Classification Society or flag State.~~<br><br> <br> <br>290 11. Hire (See Clause 36 (Charterhire and Advance<br><br> <br>Charterhire))<br><br> <br>~~291 (a) The Charterers shall pay hire due to the Owners~~<br><br> <br>~~292 punctually in accordance with the terms of this Charter~~<br><br> <br>~~293 in respect of which time shall be of the essence.~~<br><br> <br> <br>~~294 (b) The Charterers shall pay to the Owners for the hire~~<br><br> <br>~~295 of the Vessel a lump sum in the amount indicated in~~<br><br> <br>~~296 Box 22 which shall be payable not later than every thirty~~<br><br> <br>~~297 (30) running days in advance, the first lump sum being~~<br><br> <br>~~298 payable on the date and hour of the Vessel’s delivery to~~<br><br> <br>~~299 the Charterers. Hire shall be paid continuously~~<br><br> <br>~~300 throughout the Charter Period.~~<br><br> <br> <br>~~301 (c) Payment of hire shall be made in cash without~~<br><br> <br>~~302 discount in the currency and in the manner indicated in~~<br><br> <br>~~303 Box 25 and at the place mentioned in Box 26.~~<br><br> <br> <br>~~304 (d) Final payment of hire, if for a period of less than~~<br><br> <br>~~305 thirty (30) running days, shall be calculated proportionally~~<br><br> <br>~~306 according to the number of days and hours remaining~~<br><br> <br>~~307 before redelivery and advance payment to be effected~~<br><br> <br>~~308 accordingly.~~<br><br> <br> <br>~~309 (e) Should the Vessel be lost or missing, hire shall~~<br><br> <br>~~310 cease from the date and time when she was lost or last~~<br><br> <br>~~311 heard of. The date upon which the Vessel is to be treated~~<br><br> <br>~~312 as lost or missing shall be ten (10) days after the Vessel~~<br><br> <br>~~313 was last reported or when the Vessel is posted as~~<br><br> <br>~~314 missing by Lloyd’s, whichever occurs first. Any hire paid~~<br><br> <br>~~315 in advance to be adjusted accordingly.~~<br><br> <br> <br>~~316 (f) Any delay in payment of hire shall entitle the~~<br><br> <br>~~317 Owners to interest at the rate per annum as agreed~~<br><br> <br>~~318 in Box 24. If Box 24 has not been filled in, the three months~~<br><br> <br>~~319 Interbank offered rate in London (LIBOR or its successor)~~<br><br> <br>~~320 for the currency stated in Box 25, as quoted by the British~~<br><br> <br>~~321 Bankers’ Association (BBA) on the date when the hire~~<br><br> <br>~~322 fell due, increased by 2 per cent., shall apply.~~<br><br> <br> <br>~~323 (g) Payment of interest due under sub-clause 11(f)~~<br><br> <br>~~324 shall be made within seven (7) running days of the date~~<br><br> <br>~~325 of the Owners’ invoice specifying the amount payable~~<br><br> <br>~~326 or, in the absence of an invoice, at the time of the next~~<br><br> <br>~~327 hire payment date.~~<br><br> <br> <br>328 12. Mortgage (See Clause 63.3 (Assignment and<br><br> <br>Transfer))<br><br> <br>~~329 (only to apply if Box 28 has been appropriately filled in)~~<br><br> <br>~~330 ) (a) The Owners warrant that they have not effected~~<br><br> <br>~~331 any mortgage(s) of the Vessel and that they shall not~~<br><br> <br>~~332 effect any mortgage(s) without the prior consent of the~~<br><br> <br>~~333 Charterers, which shall not be unreasonably withheld.~~<br><br> <br> <br>~~334 ) (b) The Vessel chartered under this Charter is financed~~<br><br> <br>~~335 by a mortgage according to the Financial Instrument.~~<br><br> <br>~~336 The Charterers undertake to comply, and provide such~~<br><br> <br>~~337 information and documents to enable the Owners to~~
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~~338 comply, with all such instructions or directions in regard~~ ~~339 to the employment, insurances, operation, repairs and~~ ~~340 maintenance of the Vessel as laid down in the Financial~~ ~~341 Instrument or as may be directed from time to time during~~ ~~342 the currency of the Charter by the mortgagee(s) in~~ ~~343 conformity with the Financial Instrument. The Charterers~~ ~~344 confirm that, for this purpose, they have acquainted~~ ~~345 themselves with all relevant terms, conditions and~~ ~~346 provisions of the Financial Instrument and agree to~~ ~~347 acknowledge this in writing in any form that may be~~ ~~348 required by the mortgagee(s). The Owners warrant that~~ ~~349 they have not effected any mortgage(s) other than stated~~ ~~350 in Box 28 and that they shall not agree to any~~ ~~351 amendment of the mortgage(s) referred to in Box 28 or~~ ~~352 effect any other mortgage(s) without the prior consent~~ ~~353 of the Charterers, which shall not be unreasonably~~ ~~354 withheld.~~ ~~355 *) (Optional, Clauses 12(a) and 12(b) are alternatives;~~ ~~356 indicate alternative agreed in Box 28).~~ 357 13. Insurance and Repairs (See also Clause 39 (Insurance)) 358 (a) Subject to Clause 39 (Insurance), d~~D~~uring the Charter Period the Vessel shall be kept 359 insured in accordance with Clause 39 (Insurance) by the Charterers at their expense against hull 360 and machinery, marine and (including blocking and trapping) war and Protection and Indemnity risks and freight, demurrage and defence risks 361 (and any risks against which it is compulsory to insure 362 for the operation of the Vessel, including but not limited to maintaining 363 financial security in accordance with sub-clause 364 10(a)(iii)) in such form as the Owners shall in writing 365 approve. During the Charter Period the Charterers shall procure (at Charteres' expense) that there are in place innocent Owners' interest insurance, lessor's additional perils (pollution) insurance and if applicable, Mortgagees' interest insurance and Mortgagees' additional perils (pollution) insurance for an amount equal to at least one hundred and twenty percent. (120%) of the then Owners' cost and shall procure (at Charterers' expense), ~~which approval shall~~ ~~not be un-reasonably~~ 366 ~~withheld.~~ Such insurances shall be arranged by the 367 Charterers to protect the interests of both the Owners 368 and the Charterers and the Owners' Financiers ~~mortgagee(s) (if any)~~, and 369 The Charterers shall be at liberty to protect under such 370 insurances the interests of any managers they may 371 appoint 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 mortgagee(s) (if any)~~,~~ and 372 the Charterers according to their respective interests. 373 Subject to the provisions of the agreed loss payable clauses, ~~Financial Instrument, if~~ 374 ~~any,~~ and the approval of the Owners and the insurers, 375 the Charterers shall effect all insured repairs and shall 376 undertake settlement and reimbursement from the 377 insurers of all costs in connection with such repairs as 378 well as insured charges, expenses and liabilities to the

379 extent of coverage under the insurances herein provided 380 for. 381 The Charterers also to remain responsible for and to 382 effect repairs and settlement of costs and expenses 383 incurred thereby in respect of all other repairs not 384 covered by the insurances and/or not exceeding any 385 possible franchise(s) or deductibles provided for in the 386 insurances. 387 All time used for repairs under the provisions of sub- 388 clause 13(a) ~~and for repairs of latent defects according~~ 389 ~~to Clause 3(c) above,~~ including any deviation, shall be 390 for the Charterers’ account. 391 (b) ~~If the conditions of the above insurances permit~~ ~~392 additional insurance to be placed by the parties, such~~ ~~393 cover shall be limited to the amount for each party set~~ ~~394 out in Box 30 and Box 31, respectively. The Owners or~~ 395 ~~the~~ Charterers ~~as the case may be~~ shall immediately 396 furnish the ~~other party~~ Owners with particulars of any additional 397 insurance effected, including copies of any cover notes 398 or policies and the written consent of the insurers of 399 any such required insurance in any case where the 400 consent of such insurers is necessary. 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. 401 (c) The Charterers shall upon the request of the 402 Owners, provide information and promptly execute such 403 documents as may be required to enable the Owners to 404 comply with the insurance provisions of the Financial 405 Instrument (if any). 406 (d) Subject to the provisions of the Financial Instru- 407 ments and Clause 41.13 (Termination, Redelivery and Total Loss)~~3~~, if any, should the Vessel become a Total Loss, ~~an actual,~~ 408 ~~constructive, compromised or agreed total loss under~~ ~~409 the insurances required under sub-clause 13(a),~~ all 410 insurance payments for such loss shall be paid to the 411 Owners (or, if applicable, the Owners' Financiers~~)~~ in accordance with the ~~agreed~~terms of the relevant loss payable clauses). ~~who shall distribute the moneys~~ ~~between the~~ ~~412 Owners and the Charterers according to their respective~~ ~~413 interests.~~ The Charterers undertake to notify the Owners and the Owners' Financiers, 414 ~~and the mortgagee(s), if any,~~ of any occurrences in 415 consequence of which the Vessel is likely to become a 416 ~~t~~Total ~~l~~Loss. ~~as defined in this Clause.~~ ~~417 (e) The Owners shall upon the request of the~~ ~~418 Charterers, promptly execute such documents as may~~ ~~419 be required to enable the Charterers to abandon the~~ ~~420 Vessel to insurers and claim a constructive total loss.~~ ~~~~ 421 (f) For the purpose of insurance coverage against hull 422 and machinery and war risks under the provisions of 423 sub-clause 13(a), the value of the Vessel is the sum 424 indicated in Clause 39 (Insurance).~~Box 29.~~ 425 14. Insurance, Repairs and Classification

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BARECON 2001 Standard Bareboat Charter

~~426 (Optional, only to apply if expressly agreed and stated~~ ~~427 in Box 29, in which event Clause 13 shall be considered~~ ~~428 deleted).~~ ~~429 (a) During the Charter Period the Vessel shall be kept~~ ~~430 insured by the Owners at their expense against hull and~~ ~~431 machinery and war risks under the form of policy or~~ ~~432 policies attached hereto. The Owners and/or insurers~~ ~~433 shall not have any right of recovery or subrogation~~ ~~434 against the Charterers on account of loss of or any~~ ~~435 damage to the Vessel or her machinery or appurt-~~ ~~436 enances covered by such insurance, or on account of~~ ~~437 payments made to discharge claims against or liabilities~~ ~~438 of the Vessel or the Owners covered by such insurance.~~ ~~439 Insurance policies shall cover the Owners and the~~ ~~440 Charterers according to their respective interests.~~ ~~441 (b) During the Charter Period the Vessel shall be kept~~ ~~442 insured by the Charterers at their expense against~~ ~~443 Protection and Indemnity risks (and any risks against~~ ~~444 which it is compulsory to insure for the operation of the~~ ~~445 Vessel, including maintaining financial security in~~ ~~446 accordance with sub-clause 10(a)(iii)) in such form as~~ ~~447 the Owners shall in writing approve which approval shall~~ ~~448 not be unreasonably withheld.~~ ~~449 (c) In the event that any act or negligence of the~~ ~~450 Charterers shall vitiate any of the insurance herein~~ ~~451 provided, the Charterers shall pay to the Owners all~~ ~~452 losses and indemnify the Owners against all claims and~~ ~~453 demands which would otherwise have been covered by~~ ~~454 such insurance.~~ ~~455 (d) The Charterers shall, subject to the approval of the~~ ~~456 Owners or Owners’ Underwriters, effect all insured~~ ~~457 repairs, and the Charterers shall undertake settlement~~ ~~458 of all miscellaneous expenses in connection with such~~ ~~459 repairs as well as all insured charges, expenses and~~ ~~460 liabilities, to the extent of coverage under the insurances~~ ~~461 provided for under the provisions of sub-clause 14(a).~~ ~~462 The Charterers to be secured reimbursement through~~ ~~463 the Owners’ Underwriters for such expenditures upon~~ ~~464 presentation of accounts.~~ ~~465 (e) The Charterers to remain responsible for and to~~ ~~466 effect repairs and settlement of costs and expenses~~ ~~467 incurred thereby in respect of all other repairs not~~ ~~468 covered by the insurances and/or not exceeding any~~ ~~469 possible franchise(s) or deductibles provided for in the~~ ~~470 insurances.~~ ~~471 (f) All time used for repairs under the provisions of~~ ~~472 sub-clauses 14(d) and 14(e) and for repairs of latent~~ ~~473 defects according to Clause 3 above, including any~~ ~~474 deviation, shall be for the Charterers’ account and shall~~ ~~475 form part of the Charter Period.~~ ~~476 The Owners shall not be responsible for any expenses~~ ~~477 as are incident to the use and operation of the Vessel~~ ~~478 for such time as may be required to make such repairs.~~ ~~479 (g) If the conditions of the above insurances permit~~ ~~480 additional insurance to be placed by the parties such~~ ~~481 cover shall be limited to the amount for each party set~~ ~~482 out in Box 30 and Box 31, respectively. The Owners or~~ ~~483 the Charterers as the case may be shall immediately~~ ~~484 furnish the other party with particulars of any additional~~ ~~485 insurance effected, including copies of any cover notes~~ ~~486 or policies and the written consent of the insurers of~~ ~~487 any such required insurance in any case where the~~ ~~488 consent of such insurers is necessary.~~

~~489 (h) Should the Vessel become an actual, constructive,~~ ~~490 compromised or agreed total loss under the insurances~~ ~~491 required under sub-clause 14(a), all insurance payments~~ ~~492 for such loss shall be paid to the Owners, who shall~~ ~~493 distribute the moneys between themselves and the~~ ~~494 Charterers according to their respective interests.~~ ~~495 (i) If the Vessel becomes an actual, constructive,~~ ~~496 compromised or agreed total loss under the insurances~~ ~~497 arranged by the Owners in accordance with sub-clause~~ ~~498 14(a), this Charter shall terminate as of the date of such~~ ~~499 loss.~~ ~~500 (j) The Charterers shall upon the request of the~~ ~~501 Owners, promptly execute such documents as may be~~ ~~502 required to enable the Owners to abandon the Vessel~~ ~~503 to the insurers and claim a constructive total loss.~~ ~~504 (k) For the purpose of insurance coverage against hull~~ ~~505 and machinery and war risks under the provisions of~~ ~~506 sub-clause 14(a), the value of the Vessel is the sum~~ ~~507 indicated in Box 29.~~ ~~508 (l) Notwithstanding anything contained in sub-clause~~ ~~509 10(a), it is agreed that under the provisions of Clause~~ ~~510 14, if applicable, the Owners shall keep the Vessel’s~~ ~~511 Class fully up to date with the Classification Society~~ ~~512 indicated in Box 10 and maintain all other necessary~~ ~~513 certificates in force at all times.~~ 514 15. Redelivery (See Clause 41.6 (Termination, Redelivery and Total Loss)) ~~515 At the expiration of the Charter Period the Vessel shall~~ ~~~~ ~~516 be redelivered by the Charterers to the Owners at a~~ ~~~~ ~~517 safe and ice-free port or place as indicated in Box 16, in~~ ~~~~ ~~518 such ready safe berth as the Owners may direct. The~~ ~~~~ ~~519 Charterers shall give the Owners not less than thirty~~ ~~~~ ~~520 (30) running days’ preliminary notice of expected date,~~ ~~~~ ~~521 range of ports of redelivery or port or place of redelivery~~ ~~~~ ~~522 and not less than fourteen (14) running days’ definite~~ ~~~~ ~~523 notice of expected date and port or place of redelivery.~~ ~~~~ ~~524 Any changes thereafter in the Vessel’s position shall be~~ ~~~~ ~~525 notified immediately to the Owners.~~ ~~~~ ~~526 The Charterers warrant that they will not permit the~~ ~~~~ ~~527 Vessel to commence a voyage (including any preceding~~ ~~~~ ~~528 ballast voyage) which cannot reasonably be expected~~ ~~~~ ~~529 to be completed in time to allow redelivery of the Vessel~~ ~~~~ ~~530 within the Charter Period. Notwithstanding the above,~~ ~~~~ ~~531 should the Charterers fail to redeliver the Vessel within~~ ~~~~ ~~532 The Charter Period, the Charterers shall pay the daily~~ ~~~~ ~~533 equivalent to the rate of hire stated in Box 22 plus 10~~ ~~~~ ~~534 per cent. or to the market rate, whichever is the higher,~~ ~~~~ ~~535 for the number of days by which the Charter Period is~~ ~~~~ ~~536 exceeded. All other terms, conditions and provisions of~~ ~~~~ ~~537 this Charter shall continue to apply.~~ ~~~~ ~~538 Subject to the provisions of Clause 10, the Vessel shall~~ ~~~~ ~~539 be redelivered to the Owners in the same or as good~~ ~~~~ ~~540 structure, state, condition and class as that in which she~~ ~~~~ ~~541 was delivered, fair wear and tear not affecting class~~ ~~~~ ~~542 excepted.~~ ~~~~ ~~543 The Vessel upon redelivery shall have her survey cycles~~ ~~~~ ~~544 up to date and trading and class certificates valid for at~~ ~~~~ ~~545 least the number of months agreed in Box 17.~~ 546 16. Non-Lien 547 Save for Permitted Security Interest (if any), The Charterers will not suffer, nor permit to be continued, 548 any lien or encumbrance incurred by them or their

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PART II

BARECON 2001 Standard Bareboat Charter

549 agents, which might have priority over the title and

550 interest of the Owners in the Vessel. The Charterers

551 further agree to fasten to the Vessel in a conspicuous

552 place and to keep so fastened during the Charter Period

553 a notice reading as follows:

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

555 under charter to (name of Charterers) and by the terms

556 of the Charter Party neither the Charterers nor the

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

558 or permit to be imposed on the Vessel any lien

559 whatsoever.” or a notice in such analogous form as

reasonably required by any Mortgagee(s).

560 17. Indemnity (See Clauses 38.3 (Possession of Vessel),

39.16 (Insurance), 39.17 (Insurance), 39.18

(Insurance), 41.4 (Termination, Redelivery and Total

Loss), 53 (Indemnities) and 55.4 (Increased Costs))

~~561 (a) The Charterers shall indemnify the Owners against~~

~~562 any loss, damage or expense incurred by the Owners~~

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

~~564 by the Charterers, and against any lien of whatsoever~~

~~565 nature arising out of an event occurring during the~~

~~566 Charter Period. If the Vessel be arrested or otherwise~~

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

~~568 operation hereunder by the Charterers, the Charterers~~

~~569 shall at their own expense take all reasonable steps to~~

~~570 secure that within a reasonable time the Vessel is~~

~~571 released, including the provision of bail.~~

~~572 Without prejudice to the generality of the foregoing, the~~

~~573 Charterers agree to indemnify the Owners against all~~

~~574 consequences or liabilities arising from the Master,~~

~~575 officers or agents signing Bills of Lading or other~~

~~576 documents.~~


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

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

~~579    Owners shall at their own expense take all reasonable~~

~~580    steps to secure that within a reasonable time the Vessel~~

~~581    is released, including the provision of bail.~~

~~582    In such circumstances the Owners shall indemnify the~~

~~583    Charterers against any loss, damage or expense~~

~~584    incurred by the Charterers \(including hire paid under~~

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

~~586    detention.~~

587    18. Lien

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

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

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

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

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

~~593    not earned.~~

594    19. Salvage

595    All salvage and towage performed by the Vessel shall

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

597    damage occasioned thereby shall be borne by the

598    Charterers.

599    20. Wreck Removal

600    In the event of the Vessel becoming a wreck or

601    obstruction to navigation the Charterers shall indemnify

602    the Owners against any sums whatsoever which the

603    Owners shall become liable to pay and shall pay in

604    consequence of the Vessel becoming a wreck or

605    obstruction to navigation.

606    21. General Average

607    The Owners shall not contribute to General Average.

608    22. Assignment~~, Sub-Charter and Sale~~ \(See Clause 63

\(Assingment and Transfer\)\)

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

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

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

~~612    not be unreasonably withheld, and subject to such terms~~

~~613    and conditions as the Owners shall approve.~~

~~614 (b) The Owners shall not sell the Vessel during the~~

~~615 currency of this Charter except with the prior written~~

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

~~617 ably withheld, and subject to the buyer accepting an~~

~~618 assignment of this Charter.~~

619 23. Contracts of Carriage

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

621 issued during the Charter Period evidencing the terms

622 and conditions agreed in respect of carriage of goods

623 shall contain a paramount clause incorporating any

624 legislation relating to carrier’s liability for cargo

625 compulsorily applicable in the trade; if no such legislation

626 exists, the documents shall incorporate the Hague-Visby

627 Rules. The documents shall also contain the New Jason

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

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

~~630 tickets issued during the Charter Period for the carriage~~

~~631 of passengers and their luggage under this Charter shall~~

~~632 contain a paramount clause incorporating any legislation~~

~~633 relating to carrier’s liability for passengers and their~~

~~634 luggage compulsorily applicable in the trade; if no such~~

~~635 legislation exists, the passenger tickets shall incorporate~~

~~636 the Athens Convention Relating to the Carriage of~~

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

~~638 protocol thereto.~~

~~639 *) Delete as applicable.~~

640 24. ~~Bank~~ Corporate Guarantee

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

642 The Charterers undertake to furnish, on or about the

date of this Charter, ~~before delivery of~~

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

~~644 sum and at the place as indicated in Box 27 as~~ a corporate

guarantee from the Guarantor~~s~~ as guarantee and the

other Security Documents (if not already earlier

entered into)

645 for full performance of their obligations under this

646 Charter.

647 25. Requisition/Acquisition

648 (a) Subject to the provisions of the Financial

Instruments (if any) and the General Assignment, ~~I~~in

the event of the Requisition for Hire of the Vessel

649 by any governmental or other competent authority

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

651 irrespective of the date during the Charter Period when

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

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

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

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

656 Charter Period, this Charter shall not be deemed thereby

657 or thereupon to be frustrated or otherwise terminated

658 and the Charterers shall continue to pay the stipulated

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

660 when the Charter would have terminated pursuant to

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BARECON 2001 Standard Bareboat Charter

661 any of the provisions hereof. ~~always provided however~~

662 ~~that in the event of “Requisition for Hire” any Requisition~~

~~663 Hire or compensation received or receivable by the~~

~~664 Owners shall be payable to the Charterers during the~~

~~665 remainder of the Charter Period or the period of the~~

~~666 “Requisition for Hire” whichever be the shorter.~~

667 (b) Subject to the other provisions of this Charter and

the Financial Instruments (if any) ~~I~~in the event of the

Owners being deprived of their

668 ownership in the Vessel by any Compulsory Acquisition

669 of the Vessel or requisition for title by any governmental

670 or other competent authority (hereinafter referred to as

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

672 during the Charter Period when “Compulsory Acqui-

673 sition” may occur, this Charter shall be deemed

674 terminated as of the date of such “Compulsory

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

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

677 such “Compulsory Acquisition”.

678 26. War

679 (a) ~~Subject to the provisions of the Financial~~

~~Instruments (if any)~~ ~~F~~fFor the purpose of this Clause, the

words “War

680 Risks” shall include any war (whether actual or

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

682 rebellion, civil commotion, warlike operations, the laying

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

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

685 blockades (whether imposed against all vessels or

686 imposed selectively against vessels of certain flags or

687 ownership, or against certain cargoes or crews or

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

689 political group, or the Government of any state

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

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

692 or other persons on board the Vessel.

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

~~694 Owners be first obtained and adequate insurances are~~

~~obtained (such adequacy to be deteremined by the~~

~~Owners (acting reasonably))~~~~,~~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 itineary and the

additional insurances of the Vessel, shall not continue

to or go

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

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

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

698 persons on board the Vessel, in the reasonable

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

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

701 such place as aforesaid, which only becomes danger-

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

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

704 the Vessel to leave such area.

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

706 pass through any blockade, whether such blockade be

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

708 way whatsoever against vessels of certain flags or

709 ownership, or against certain cargoes or crews or

710 otherwise howsoever, or to proceed to an area where

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

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

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

~~714 Clause 14 is applicable, should require payment of~~

~~715 premiums and/or calls because, pursuant to the~~

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

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

~~718 by such insurers as being subject to additional premiums~~

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

~~720 shall be reimbursed by the Charterers to the Owners at~~

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

722 (e) The Charterers shall have the liberty:

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

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

725 sailing in convoy, ports of call, stoppages,

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

727 other way whatsoever, which are given by the

728 Government of the Nation under whose flag the

729 Vessel sails, or any other Government, body or

730 group whatsoever acting with the power to compel

731 compliance with their orders or directions;

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

733 mendations of any war risks underwriters who have

734 the authority to give the same under the terms of

735 the war risks insurance;

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

737 Security Council of the United Nations, any

738 directives of the European Community, the effective

739 orders of any other Supranational body which has

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

741 national laws aimed at enforcing the same to which

742 the Owners are subject, and to obey the orders

743 and directions of those who are charged with their

744 enforcement.

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

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

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

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

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

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

~~751 Charterers shall have the right to cancel this Charter,~~

~~752 whereupon the Charterers shall redeliver the Vessel to~~

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

~~754 has cargo on board after discharge thereof at~~

~~755 destination, or if debarred under this Clause from~~

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

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

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

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

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

761 accordance with Clause 11 ~~and except as aforesaid~~ all

762 other provisions of this Charter shall apply until

763 ~~redelivery~~ the end of the Charter Period.

764 27. Commission

~~765 The Owners to pay a commission at the rate indicated~~

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

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

~~768 the commission to be paid by the Owners shall cover~~

~~769 the actual expenses of the Brokers and a reasonable~~

~~770 fee for their work.~~

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

PART II

BARECON 2001 Standard Bareboat Charter

~~772 by either of the parties the party liable therefor shall~~

~~773 indemnify the Brokers against their loss of commission.~~

~~774 Should the parties agree to cancel the Charter, the~~

~~775 Owners shall indemnify the Brokers against any loss of~~

~~776 commission but in such case the commission shall not~~

~~777 exceed the brokerage on one year’s hire.~~

778 28. Termination (See Clauses 41 (Termination,

Redelivery and Total Loss) and 49 (Termination

Events))

~~779 (a) Charterers’ Default~~

~~780 The Owners shall be entitled to withdraw the Vessel from~~

~~781 the service of the Charterers and terminate the Charter~~

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


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

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

~~785    make punctual payment of hire due to oversight,~~

~~786    negligence, errors or omissions on the part of the~~

~~787    Charterers or their bankers, the Owners shall give~~

~~788    the Charterers written notice of the number of clear~~

~~789    banking days stated in Box 34 \(as recognised at~~

~~790    the agreed place of payment\) in which to rectify~~

~~791    the failure, and when so rectified within such~~

~~792    number of days following the Owners’ notice, the~~

~~793    payment shall stand as regular and punctual.~~

~~794    Failure by the Charterers to pay hire within the~~

~~795    number of days stated in Box 34 of their receiving~~

~~796    the Owners’ notice as provided herein, shall entitle~~

~~797    the Owners to withdraw the Vessel from the service~~

~~798    of the Charterers and terminate the Charter without~~

~~799    further notice;~~

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

~~801 (1) Clause 6 (Trading Restrictions)~~


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

~~803    provided that the Owners shall have the option, by~~

~~804    written notice to the Charterers, to give the~~

~~805    Charterers a specified number of days grace within~~

~~806    which to rectify the failure without prejudice to the~~

~~807    Owners’ right to withdraw and terminate under this~~

~~808    Clause if the Charterers fail to comply with such~~

~~809    notice;~~

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

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

~~812 (Maintenance and Repairs) as soon as practically~~

~~813 possible after the Owners have requested them in~~

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

~~815 insurance cover is not prejudiced.~~


~~816    \(b\) Owners’ Default~~

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

~~818    of their obligations under this Charter to the extent that~~

~~819    the Charterers are deprived of the use of the Vessel~~

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

~~821    running days after written notice thereof has been given~~

~~822    by the Charterers to the Owners, the Charterers shall~~

~~823    be entitled to terminate this Charter with immediate effect~~

~~824    by written notice to the Owners.~~

~~825 (c) Loss of Vessel~~

~~826 This Charter shall be deemed to be terminated if the~~

~~827 Vessel becomes a total loss or is declared as a~~

~~828 constructive or compromised or arranged total loss. For~~

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

~~830 deemed to be lost unless she has either become an~~

~~831 actual total loss or agreement has been reached with~~

~~832 her underwriters in respect of her constructive,~~

~~833 compromised or arranged total loss or if such agreement~~

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

~~835 competent tribunal that a constructive loss of the Vessel~~

~~836 has occurred.~~


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

~~838    Charter with immediate effect by written notice to the~~

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

~~840    resolution passed for the winding up, dissolution,~~

~~841    liquidation or bankruptcy of the other party \(otherwise~~

~~842    than for the purpose of reconstruction or amalgamation\)~~

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

~~844    ceases to carry on business or makes any special~~

~~845    arrangement or composition with its creditors.~~

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

~~847 prejudice to all rights accrued due between the parties~~

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

~~849 either party might have.~~

850 29. Repossession (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),

851 ~~In the event of the termination of this Charter in~~

~~852 accordance with the applicable provisions of Clause 28,~~

853 the Owners shall have the right to repossess the Vessel

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

855 at a port or place convenient to them without hindrance

856 or interference by the Charterers, courts or local

857 authorities. Pending physical repossession of the Vessel

858 in accordance with this Clause 29, the Charterers shall

859 hold the Vessel as gratuitous bailee only to the Owners 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 ~~I~~its crew

shall not be materially and adversely compromised)..

860 ~~The Owners shall arrange for an authorised represent-~~

~~861 ative to board the Vessel as soon as reasonably~~

~~862 practicable following the termination of the Charter. The~~

~~863 Vessel shall be deemed to be repossessed by the~~

~~864 Owners from the Charterers upon the boarding of the~~

~~865 Vessel by the Owners’ representative.~~ All arrangements

866 and expenses relating to the settling of wages,

867 disembarkation and repatriation of the Charterers’

868 Master, officers and crew shall be the sole responsibility

869 of the Charterers.

870 30. Dispute Resolution (See Clause 65 (Governing Law

and Enforcement))

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

~~872 in accordance with English law and any dispute arising~~

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

~~874 to arbitration in London in accordance with the Arbitration~~

~~875 Act 1996 or any statutory modification or re-enactment~~

~~876 thereof save to the extent necessary to give effect to~~

~~877 the provisions of this Clause.~~

~~878 The arbitration shall be conducted in accordance with~~

~~879 the London Maritime Arbitrators Association (LMAA)~~

~~880 Terms current at the time when the arbitration proceed-~~

~~881 ings are commenced.~~

PART II

BARECON 2001 Standard Bareboat Charter

~~882 The reference shall be to three arbitrators. A party~~

~~883 wishing to refer a dispute to arbitration shall appoint its~~

~~884 arbitrator and send notice of such appointment in writing~~

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

~~886 own arbitrator within 14 calendar days of that notice and~~

~~887 stating that it will appoint its arbitrator as sole arbitrator~~

~~888 unless the other party appoints its own arbitrator and~~

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

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

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

~~892 14 days specified, the party referring a dispute to~~

~~893 arbitration may, without the requirement of any further~~

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

~~895 sole arbitrator and shall advise the other party~~

~~896 accordingly. The award of a sole arbitrator shall be~~

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

~~898 agreement.~~

~~899 Nothing herein shall prevent the parties agreeing in~~

~~900 writing to vary these provisions to provide for the~~

~~901 appointment of a sole arbitrator.~~

~~902 In cases where neither the claim nor any counterclaim~~

~~903 exceeds the sum of US$50,000 (or such other sum as~~

~~904 the parties may agree) the arbitration shall be conducted~~

~~905 in accordance with the LMAA Small Claims Procedure~~

~~906 current at the time when the arbitration proceedings are~~

~~907 commenced.~~


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

~~909    in accordance with Title 9 of the United States Code~~

~~910    and the Maritime Law of the United States and any~~

~~911    dispute arising out of or in connection with this Contract~~

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

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

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

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

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

~~917    any court of competent jurisdiction. The proceedings~~

~~918    shall be conducted in accordance with the rules of the~~

~~919    Society of Maritime Arbitrators, Inc.~~

~~920    In cases where neither the claim nor any counterclaim~~

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

~~922    the parties may agree\) the arbitration shall be conducted~~

~~923    in accordance with the Shortened Arbitration Procedure~~

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

~~925    the time when the arbitration proceedings are commenced.~~

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

~~927 in accordance with the laws of the place mutually agreed~~

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

~~929 connection with this Contract shall be referred to~~

~~930 arbitration at a mutually agreed place, subject to the~~

~~931 procedures applicable there.~~


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

~~933    may agree at any time to refer to mediation any~~

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

~~935    with this Contract.~~

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

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

~~938    following shall apply:-~~

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

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

~~941 mediation by service on the other party of a written~~

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

~~943 party to agree to mediation.~~


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

~~945    days of receipt of the Mediation Notice confirm that~~

~~946    they agree to mediation, in which case the parties~~

~~947    shall thereafter agree a mediator within a further~~

~~948    14 calendar days, failing which on the application~~

~~949    of either party a mediator will be appointed promptly~~

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

~~951    person as the Tribunal may designate for that~~

~~952    purpose. The mediation shall be conducted in such~~

~~953    place and in accordance with such procedure and~~

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

~~955    event of disagreement, as may be set by the~~

~~956    mediator.~~

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

~~958 fact may be brought to the attention of the Tribunal~~

~~959 and may be taken into account by the Tribunal when~~

~~960 allocating the costs of the arbitration as between~~

~~961 the parties.~~


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

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

~~964    considers necessary to protect its interest.~~

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

~~966 agreed to mediation. The arbitration procedure shall~~

~~967 continue during the conduct of the mediation but~~

~~968 the Tribunal may take the mediation timetable into~~

~~969 account when setting the timetable for steps in the~~

~~970 arbitration.~~


~~971    \(vi\) Unless otherwise agreed or specified in the~~

~~972    mediation terms, each party shall bear its own costs~~

~~973    incurred in the mediation and the parties shall share~~

~~974    equally the mediator’s costs and expenses.~~

~~975 (vii) The mediation process shall be without prejudice~~

~~976 and confidential and no information or documents~~

~~977 disclosed during it shall be revealed to the Tribunal~~

~~978 except to the extent that they are disclosable under~~

~~979 the law and procedure governing the arbitration.~~

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

~~981 process may not necessarily interrupt time limits.)~~


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

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

~~984    apply in all cases.~~

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

~~986    indicate alternative agreed in Box 35.~~

987    31. Notices \(See Clause 44 \(Notices\)\)

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

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

~~990    registered or recorded mail or by personal service.~~

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

~~992 communication shall be as stated in Boxes 3 and 4~~

~~993 respectively.~~

PART III

PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY

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

~~1. Specifications and Building Contract~~

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

~~3 the Building Contract (hereafter called “the Building~~

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

~~5 Builders and the Owners and in accordance with the~~

~~6 specifications and plans annexed thereto, such Building~~

~~7 Contract, specifications and plans having been counter-~~

~~8 signed as approved by the Charterers.~~


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

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

~~11      the Charterers as aforesaid, without the Charterers’~~

~~12      consent.~~

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

~~14 representative to the Builders’ Yard to inspect the Vessel~~

~~15 during the course of her construction to satisfy themselves~~

~~16 that construction is in accordance with such approved~~

~~17 specifications and plans as referred to under sub-clause~~

~~18 (a) of this Clause.~~


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

~~20      Building Contract and shall be of the description set out~~

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

~~22      hereunder, the Charterers shall be bound to accept the~~

~~23      Vessel from the Owners, completed and constructed in~~

~~24      accordance with the Building Contract, on the date of~~

~~25      delivery by the Builders. The Charterers undertake that~~

~~26      having accepted the Vessel they will not thereafter raise~~

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

~~28      performance or specification or defects, if any.~~

~~29      Nevertheless, in respect of any repairs, replacements or~~

~~30      defects which appear within the first 12 months from~~

~~31      delivery by the Builders, the Owners shall endeavour to~~

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

~~33      or to recover from the Builders any expenditure incurred in~~

~~34      carrying out such repairs, replacements or remedies.~~

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

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

~~37      the Builders under the guarantee clause of the Building~~

~~38      Contract \(a copy whereof has been supplied to the~~

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

~~40      sums as the Owners are reasonably able to recover under~~

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

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

~~43      the actual expenditure on repairs, replacement or~~

~~44      remedying defects or for any loss of time incurred.~~

~~45      Any liquidated damages for physical defects or deficiencies~~

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

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

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

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

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

~~51      filled in shall be shared equally between the parties.~~

~~52 2. Time and Place of Delivery~~

~~53 (a) Subject to the Vessel having completed her~~

~~54 acceptance trials including trials of cargo equipment in~~

~~55 accordance with the Building Contract and specifications~~

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

~~57 and the Charterers shall take delivery of the Vessel afloat~~

~~58 when ready for delivery and properly documented at the~~

~~59 Builders’ Yard or some other safe and readily accessible~~

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

~~61 hereto and the Builders. Under the Building Contract the~~

~~62 Builders have estimated that the Vessel will be ready for~~

~~63 delivery to the Owners as therein provided but the delivery~~

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

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

~~66 completion of trials whether that be before or after as~~

~~67 indicated in the Building Contract. The Charterers shall not~~

~~68 be entitled to refuse acceptance of delivery of the Vessel~~

~~69 and upon and after such acceptance, subject to Clause~~

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

~~71 against the Owners in respect of any conditions,~~

~~72 representations or warranties, whether express or implied,~~

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

~~74 in delivery.~~


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

~~76      under the Building Contract, the Builders become entitled~~

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

~~78      the Owners shall upon giving to the Charterers written~~

~~79      notice of Builders becoming so entitled, be excused from~~

~~80      giving delivery of the Vessel to the Charterers and upon~~

~~81      receipt of such notice by the Charterers this Charter shall~~

~~82      cease to have effect.~~

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

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

~~85 before exercising such right of rejection, consult the~~

~~86 Charterers and thereupon~~


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

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

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

~~90      notice this Charter shall cease to have effect; or~~

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

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

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

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

~~95 exercising their right to rejection and upon receipt of such~~

~~96 notice the Owners shall commence such negotiations and/~~

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

~~98 her to the Charterers;~~


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

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

~~101    Vessel from the Builders;~~

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

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

~~104 Charterers for any claim under or arising out of this Charter~~

~~105 or its termination.~~


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

~~107    Building Contract and any costs incurred in pursuing a claim~~

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

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

~~110    the parties.~~

~~111 3. Guarantee Works~~

~~112 If not otherwise agreed, the Owners authorise the~~

~~113 Charterers to arrange for the guarantee works to be~~

~~114 performed in accordance with the building contract terms,~~

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

~~116 The Charterers have to advise the Owners about the~~

~~117 performance to the extent the Owners may request.~~


~~118    4. Name of Vessel~~

~~119    The name of the Vessel shall be mutually agreed between~~

~~120    the Owners and the Charterers and the Vessel shall be~~

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement
          of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

* * *

PART III

PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY

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

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

~~122 the house flag as required by the Charterers.~~


~~123    5. Survey on Redelivery~~

~~124    The Owners and the Charterers shall appoint surveyors~~

~~125    for the purpose of determining and agreeing in writing the~~

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

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

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

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

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

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

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

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

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement
          of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

* * *

PART IV

HIRE/PURCHASE AGREEMENT

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

~~1        On expiration of this Charter and provided the~~

~~Charterers~~

~~2        have fulfilled their obligations according to Part I and II~~

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

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

~~5        the Charterers have purchased the Vessel with~~

~~6        everything belonging to her and the Vessel is fully paid~~

~~7       for.~~

~~8        In the following paragraphs the Owners are referred to~~

~~9        as the Sellers and the Charterers as the Buyers.~~

~~10      The Vessel shall be delivered by the Sellers and taken~~

~~11      over by the Buyers on expiration of the Charter.~~

~~12      The Sellers guarantee that the Vessel, at the time of~~

~~13      delivery, is free from all encumbrances and maritime~~

~~14      liens or any debts whatsoever other than those arising~~

~~15      from anything done or not done by the Buyers or any~~

~~16      existing mortgage agreed not to be paid off by the time~~

~~17      of delivery. Should any claims, which have been incurred~~

~~18      prior to the time of delivery be made against the Vessel,~~

~~19      the Sellers hereby undertake to indemnify the Buyers~~

~~20      against all consequences of such claims to the extent it~~

~~21      can be proved that the Sellers are responsible for such~~

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

~~23      and expenses connected with the purchase and~~

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

~~25      account. Any taxes, consular and other charges and~~

~~26      expenses connected with closing of the Sellers’ register,~~

~~27      shall be for Sellers’ account.~~

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

~~29      instalment the Sellers shall furnish the Buyers with a~~

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

~~31      certificate setting out the registered encumbrances, if~~

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

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

~~34      deliver a certificate of deletion to the Buyers.~~

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

~~36      Buyers all classification certificates \(for hull, engines,~~

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

~~38      be in Sellers’ possession.~~

~~39      The Wireless Installation and Nautical Instruments,~~

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

~~41      extra payment.~~

~~42      The Vessel with everything belonging to her shall be at~~

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

~~44      Buyers, subject to the conditions of this Contract and~~

~~45      the Vessel with everything belonging to her shall be~~

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

~~47      after which the Sellers shall have no responsibility for~~

~~48      possible faults or deficiencies of any description.~~

~~49      The Buyers undertake to pay for the repatriation of the~~

~~50      Master, officers and other personnel if appointed by the~~

~~51      Sellers to the port where the Vessel entered the Bareboat~~

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

~~53      cost for their journey to any other place.~~

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement
          of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

* * *

PART V

PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT CHARTER REGISTRY

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

~~1        1.      Definitions~~

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

~~3        have the meanings hereby assigned to them:~~

~~4        “The Bareboat Charter Registry” shall mean the registry~~

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

~~6        the Charterers are registered as the bareboat charterers~~

~~7        during the period of the Bareboat Charter.~~

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

~~9        state in which the Owners of the Vessel are registered~~

~~10      as Owners and to which jurisdiction and control of the~~

~~11      Vessel will revert upon termination of the Bareboat~~

~~12      Charter Registration.~~

~~13 2. Mortgage~~

~~14 The Vessel chartered under this Charter is financed by~~

~~15 a mortgage and the provisions of Clause 12(b) (Part II)~~

~~16 shall apply.~~

~~17 3. Termination of Charter by Default~~

~~18 If the Vessel chartered under this Charter is registered~~

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

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

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

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

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

~~24 Registry as shown in Box 45.~~

~~25 In the event of the Vessel being deleted from the~~

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

~~27 default by the Owners in the payment of any amounts~~

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

~~29 the right to terminate this Charter forthwith and without~~

~~30 prejudice to any other claim they may have against the~~

~~31 Owners under this Charter.~~

EXECUTION VERSION

ADDITIONAL CLAUSES TO BARECON 2001 DATED 11 January 2024

CLAUSE 32 - CHARTER PERIOD

32.1	The period of this Charter (the "Charter Period") shall, subject to the terms of this<br> Charter, continue for a period of eighty-four (84) months 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 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),
---	---
33.2	then this Charter shall immediately terminate and be cancelled (without prejudice to Clause 53 - (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 retain all fees and expenses paid by the Charterers pursuant to<br> Clause 42 - (Fees and Expenses) (and without prejudice to Clause 42 - (Fees and Expenses) and any clause of the MOA, if such fees have not been paid,<br> the Charterers shall forthwith pay such fees and expenses to the Owners in accordance with Clause 42 - (Fees and Expenses) and such payment shall be irrevocable and unconditional and is<br> 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 obligations under this Charter.<br> 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 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<br> Leasing Documents.
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 Charterers of the Vessel under the Existing Sub-BBC;
---	---
(b)	the delivery to and acceptance by the Owners as buyers of the Vessel under the MOA;
---	---
1	CMBFL Top Ships II<br><br> BBC Additional Clauses (ECO MARINA DEL REY)<br><br> SINGAPORE/91162882v1
---	---

(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<br> each day thereafter until and 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)	on or before the date falling three (3) Business Days prior to the Prepositioning Date, the documents or evidence set out in Part A of Schedule 2 in<br> 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<br> evidencing delivery of the Vessel under the MOA and a dated 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 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<br> or without conditions by the Owners.
34.4	(i) On delivery to and acceptance by the Charterers (in their capacity as charterers) of the Vessel from the Existing Charterer (in their capacity as owners)<br> under the Existing Sub-BBC and (ii) on 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<br> delivered 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<br> 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<br> Charterers shall be deemed to have accepted the 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<br> Charterers do not take actual possession of the Vessel at that 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<br> to and accepted by the Owners (in their capacity 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<br> 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,<br> condition, design, 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
---	---
2	CMBFL Top Ships II<br><br> BBC Additional Clauses (ECO MARINA DEL REY)<br><br> SINGAPORE/91162882v1
---	---

(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<br> 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<br> hydraulic oils and greases and the Charterers shall make no 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<br> Owners within the time periods permitted therein.
---	---

CLAUSE 35 - QUIET ENJOYMENT

Provided that no Termination Event 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.

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<br> Charterers, the Charterers hereby irrevocably and unconditionally agree to pay to the Owners the Charterhire, the Advance Charterhire, the Option Premium and all other amounts payable under this Charter in accordance with the terms of<br> this Charter.
36.2	The Charterers<br> shall pay to the Owners on the Commencement Date, an amount which is equal to the difference between the Purchase Price and the Opening Capital Balance as of the Commencement Date (the "Advance<br> 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<br> an amount equal to the Advance Charterhire 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.
---	---
36.5	Following Delivery and commencing from the Commencement Date, the<br> Charterers shall pay the Charterhire in arrears in quarterly instalments on each Payment Date. Each instalment shall consist of:
---	---
(a)	a capital element of the Charterhire (the "Fixed Charterhire") to be calculated in the following manner:
---	---
(i)	A = 1/28 x B
---	---
(ii)	A is the amount of the Fixed Charterhire due on each such Payment Date.
---	---
(iii)	B is the difference between the Opening Capital Balance and the Final Purchase Option Price.
---	---
3	CMBFL Top Ships II<br><br> BBC Additional Clauses (ECO MARINA DEL REY)<br><br> SINGAPORE/91162882v1
---	---

(b)	a variable element of Charterhire (the "Variable Charterhire") which shall be calculated by applying the applicable Interest Rate to the<br> Owners' Costs on the immediately preceding Payment Date (or, in the case of the First Payment Date only, on the Commencement Date) for the relevant Hire Period ending on the relevant Payment Date by reference to the actual number of<br> 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;
---	---
(c)	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<br> SOFR;
---	---
(d)	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<br> period equal in length to that Hire Period; and
---	---
(e)	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<br> apply for that Hire Period.
---	---
36.6	Charterhire shall be payable in arrears on the following dates (each a "Payment Date"):
---	---
(a)	on the date falling three (3) months after the Commencement Date (the "First Payment Date"), the first instalment of Charterhire shall be<br> payable; and
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(b)	on each date falling three (3) months thereafter during the Charter Period (other than the last day of the Charter Period), each subsequent instalment of Charterhire (other than the<br> last instalment of Charterhire); and
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(c)	on the last day of the Charter Period, the final instalment of Charterhire,
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such that there is a total of twenty eight (28) Payment Dates during the Charter Period.

36.7	Payment of Charterhire on any Payment Date<br> 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 Payment Date which is not also a Business Day shall be made on the<br> previous 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.
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36.9	All payments of the Charterhire and any other moneys payable hereunder shall be made in Dollars.
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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<br> Charterers in writing from time to time.
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36.11	Payment of the Charterhire and any other amounts under this Charter shall be at the Charterers' risk until receipt by the Owners.
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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<br> in this Charter (including 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<br> 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<br> any other person for any 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;
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(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<br> dealing in, any security for any such indebtedness or obligation;
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(c)	any title defect or encumbrance or any dispossession of the Vessel by title paramount or otherwise;
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(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,<br> or for registration or documentation under the laws of any relevant jurisdiction;
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(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;
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(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,<br> the use or possession thereof by the Charterers unless for such period where such arrest, detention or seizure is solely attributable to the fault of the Owners;
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(g)	any insolvency, bankruptcy, reorganization, arrangement, readjustment, dissolution, liquidation or similar proceedings by or against the Charterers and any other Relevant Person;
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(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<br> or any of the Leasing Documents by any party to this Charter or any other person;
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(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;
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(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<br> but for this provision have the effect of terminating or in any way affecting any obligation of the Charterers under this Charter; or
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(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<br> (including the 2019 novel coronavirus), including but not limited to those caused by:
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(i)	closure of ports;
(ii)	prohibitions or restrictions against the Vessel calling at or passing through certain ports;
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(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);
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(iv)	quarantine regulations affecting the Vessel, its cargo, the crew members or relevant port personnel;
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(v)	fumigation or cleaning of the Vessel; or
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(vi)	any claims raised by any Approved Sub-charterer or manager of the Vessel that a force majeure event or termination event (or any other analogous event howsoever called) has occurred<br> under the relevant charter agreement or management agreement (as the case may be) of the Vessel as a result of the outbreak of such viruses.
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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<br> and export duties and all other similar types of charges which may be levied or assessed on or in connection with:
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(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 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"). Provided that if 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<br> relating to the then prevailing Owners' Costs or any part thereof would be in excess of the Market Disruption Rate, the Owners shall promptly notify the Charterers accordingly and Clause 37.3 below shall<br> apply to the prevailing Owners' Cost or any part 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<br> the Charterers shall negotiate in good faith (for a period not more than thirty (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<br> substitute or alternative basis agreed pursuant to this Clause shall, with the prior written consent of the Parties, be binding on the Parties.
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37.3	If:
(a)	this Clause 37.3 applies pursuant to Clause 36.5A and Clause 37.1; or
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(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 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)<br> relating to the then prevailing Owners' Costs or any part thereof during the relevant Hire Period (as reasonably determined by the Owners),
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provided that if the rate pursuant to (ii) above is less than zero, the relevant rate shall be deemed to be zero. It 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 accordance with the procedures set out in Clause 50.4.

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 Owners' Costs for that Hire Period shall be deemed, for the purposes of Clause 37.3(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<br> any amendment or waiver to the terms of the Leasing Documents with the 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
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(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<br> enable that Replacement Reference Rate to be used for the purposes of this Charter);
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(iii)	implementing market conventions applicable to that Replacement Reference Rate;
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(iv)	providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
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(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 (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 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 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 one per cent. (1%) per annum above the 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' risk of the Charterers failing to perform its obligations under this Charter.

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 days elapsed and a three hundred and sixty (360) days' year.

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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,<br> Insurances and/or any Requisition Compensation 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<br> 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 Weco Charterer or any other Approved Sub-charterer of the Vessel) (as the<br> Owners may request) in writing that the 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<br> has received such written notification.
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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<br> to any distress, execution or other legal 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<br> circumstances may require) and shall immediately 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<br> re-acquiring the Vessel. Without prejudice to the generality of the foregoing and Clause 52 - , the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the master, officers or agents signing<br> bills of lading or other documents.
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38.4	If the Vessel is arrested or otherwise detained solely because of the Owners' direct actions or omissions and for reasons which are not in any part of a<br> consequence of contributory negligence and/or wilful misconduct of any Approved 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<br> procure that the Vessel is released within a reasonable time.
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38.5

The Charterers shall pay and discharge or cause the Weco 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 liens on or claims enforceable against the Vessel. The Charterers shall take all steps to prevent (and shall procure that any sub-charterer of the Vessel 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;
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(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) one hundred<br> per cent (100%) of then applicable Market Value of the Vessel and (ii) one hundred and twenty per cent (120%) of the then prevailing Owners' Costs;
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(c)	in the case of oil pollution liability risks for the Vessel, for an aggregate amount equal to the higher of (i) $1,000,000,000 and (ii) the highest level of cover from time to time<br> available under protection and indemnity club entry and in the international marine insurance market;
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(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<br> Protection and Indemnity Clubs;
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(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<br> AM Best rating of 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
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(f)	on terms and in form acceptable to the Owners and the Owners' Financiers (if any).
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39.2	In addition to the terms set out in Clause 13(a) (Insurance and Repairs), the Charterers<br> shall procure that the Obligatory Insurances shall:
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(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 named assureds unless the interest of every other named assured or co-assured is limited:
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(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
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(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
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(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<br> party liability claims 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 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 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 respect of the Obligatory Insurances;

(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<br> operational 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<br> insurance;
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(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<br> under the relevant protection and indemnity club rules; and
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(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<br> payee) 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<br> Owners and the Owners' Financiers (if any) may specify;
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(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,<br> counterclaim, deductions or condition whatsoever;
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(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);
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(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
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(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'<br> Financiers (if any), 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<br> (30) days after receipt by the Owners and/or the Owners' Financiers (if any) of prior written notice from the insurers of such cancellation, change or lapse.
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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<br> the Owners' Financiers (if any) and the brokers or insurers with whom the Insurances are or will be placed);
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(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<br> indemnity or war risks 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<br> (if any)) of the 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<br> or new insurance cover and obtain the Owners' approval to such matters;
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(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<br> date in accordance with the provisions of this Charter;
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(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<br> effective date of the new 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
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(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<br> Charter in respect of such 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<br> endorsed with the interest of the Owners and/or the Owners' Financiers (if any).
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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<br> Owners' request, originals) of policies, 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<br> Owners' Financiers (if any) and including undertakings by the insurance companies and/or underwriters that:
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(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<br> Instruments;
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(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<br> said loss payable clause;
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(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;
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(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<br> relevant obligatory 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<br> Owners and the Owners' 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<br> of their receiving instructions to renew, they will promptly notify the Owners and the Owners' Financiers (if any) of the terms of the instructions; and
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(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<br> the Owners and the 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<br> respect of any other 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<br> premiums, and they 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<br> by the Owners and/or the Owners' Financiers (if 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'<br> Financiers (if any) with:
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(a)	a copy of the certificate of entry for the Vessel as soon as such certificate of entry is issued;
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(b)	a letter or letters of undertaking in such form as may be required by the Owners and the Owners' Financiers (if any) or in such association's standard form; and
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(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<br> relation to the Vessel.
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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<br> are effected or renewed.
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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<br> receipts when so required by the Owners.
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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<br> effect.
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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<br> invalid, void, voidable or unenforceable or render any sum payable under an Obligatory Insurance repayable in whole or in part; and, in particular:
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(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<br> (without limiting the 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<br> have not given their 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<br> Clubs);
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(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<br> replacement manager's 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<br> Obligatory 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<br> to maintain cover 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<br> the Owners with copies of such declarations and a copy of its valid certificate of financial responsibility; and
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(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<br> obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.
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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<br> consent of the Owners and the Owners' Financiers (if any).
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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<br> all documents, 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.
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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<br> immediately without the Owners' making any request), copies of:
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(a)	all communications between the Charterers and:
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(i)	the approved brokers;
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(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
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(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<br> the Obligatory Insurances; and
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(b)	any communication with any party involved in case of a claim under any of the Vessel's insurances.
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39.13	The Charterers shall promptly provide the Owners (or any persons which they may designate) with:
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(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 39 - (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.
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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<br> captive Subsidiary of the Owners or the 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<br> each case, of recognised standing and 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<br> (if any). The Charterers shall procure that underwriters of the primary insurances assign each reinsurance to the relevant financiers in full, if required.
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39.15	The Charterers shall upon demand fully indemnify the Owners (including if requested by the Owners, make direct payment to the relevant<br> insurer or broker for the same) in respect of all premiums and other expenses which are incurred by:
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(a)	the Owners in connection with or with a view to effecting, maintaining or renewing an innocent owners interest insurance and an innocent owners<br> additional perils insurance or any similar protective 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<br> additional perils insurance, all protection and 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<br> refinance the Vessel,
---	---

in the case as referred to in paragraph (a), in an amount not exceeding one hundred and twenty per cent (120%) of the Owners' Costs from time to time or in the case as referred to in paragraph (b), in an amount not exceeding 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.

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<br> Owners shall not be 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<br> 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 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<br> the Obligatory Insurances:
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(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<br> procured at the Charterer's cost at any such time; and
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(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<br> Insurances and/or a change in the circumstances which would materially adversely affect the adequacy of the Obligatory Insurances.
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39.18	The Charterers shall:
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(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<br> Termination Event) which the Owners or the Owners' Financiers 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<br> 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<br> operators of vessels similar to the Vessel or of the same type as the Vessel (excluding loss of hire); and
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(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<br> 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.
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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<br> buyers) have purchased the Vessel from the 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<br> condition, term, warranty or representation of any kind is 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<br> purpose of the Vessel (or any part thereof) or otherwise are hereby expressly excluded.
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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<br> 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<br> Charterhire or other payment due under this Charter.
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40.4	The Charterers further agree and acknowledge that the Owners are not operating the Vessel and the liability to surrender any Emission Allowances in respect of<br> the Vessel under any applicable Emission Scheme shall lie with the Charterers and/or any other organisation or person whom the Charterers have contractually agreed to take over all duties and responsibilities (including any<br> sub-charterer of the Vessel or the Approved Manager) imposed by the ISM Code, and the Charterers hereby agree that they shall promptly upon the Owners’ request, provide and submit a signed mandate letter in the form acceptable to the<br> Owners (acting reasonably) and the relevant authority and any other information and documents as required by the relevant authority.
40.5	Without prejudice to Clause 40.4, in relation to EU ETS:
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(a)	the Charterers acknowledge that if the Vessel stops at ports in the European Union, they will incur liabilities under EU ETS and Fuel EU Maritime;
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(b)	the Charterers acknowledge and agree that if they intend to sail the Vessel into ports in the European Union, the Charterers shall register the Vessel as part of a Shipping Company<br> as required under the EU ETS and shall comply in all respects with the EU ETS and Fuel EU Maritime;
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(c)	if required by the Owners, the Charterers shall provide a letter in a format to be agreed by the Owners confirming that they have assumed responsibility<br> for the operation of the Vessel from the Owners (the “ETS and Fuel EU Maritime Letter”); and
---	---
(d)	the Charterers shall submit the ETS and Fuel EU Maritime Letter to the relevant administering authority upon registration of the Vessel pursuant to the EU ETS and shall provide the<br> Owners with evidence of such registration within fourteen (14) days.
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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 Termination Date and it is hereby agreed by the parties hereto that:
(a)	without prejudice to Clause 41.10(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<br> Charter and shall continue in full force and effect until irrevocably and unconditionally paid in full;
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(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<br> Charterers failing to perform its obligations under this Charter; and
---	---
(c)	subject to clause 49.5, 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<br> obligation to pay damages following acceptance by the 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.
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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<br> their rights under Clauses 41.10 and 41.11.
41.3	Concurrently with the unconditional and irrevocable payment of the Termination Sum in full pursuant to<br> the terms of this Charter, this Charter shall terminate and the Owners shall (save in the event of Total Loss or in the event that the Vessel has been sold or contracted to be sold pursuant to Clauses 41.10 and 41.11), at the cost of<br> the Charterers, transfer the legal and beneficial ownership of the Vessel on an “as is where is” basis to the Charterers or their nominees free<br> from any registered mortgages, encumbrances, liens, debts or claims incurred or permitted by the Owners (save for those liens, encumbrances and debts incurred by the Charterers or arising<br> 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 otherwise in accordance with Clause 52.1.
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41.4	The Charterers hereby undertake to indemnify the Owners against any claims incurred in<br> relation to the Vessel prior to such transfer of ownership. Any taxes, notarial, consular and other costs, charges and expenses connected with closing of the Owners’ register shall be for the Charterers’<br><br><br><br><br><br><br><br><br> account.
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41.5	On natural expiration of this Charter, unless the Purchase Option Price or the Mandatory Sale Price is paid by the Charterers in accordance with Clause 51 - or<br> Clause 50 - , the Charterers shall re-deliver the Vessel to the Owners in accordance with Clause 41.6 and shall ensure that they have fulfilled their obligations under this Charter and made<br> payment of all Charterhire and all other moneys pursuant to the terms of this Charter. In such case, the Charterers shall give the Owners not less than 30/20/10/5 running days’ preliminary notice of expected date and port or place of<br> 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 Vessel’s position shall be notified immediately to the Owners.
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Redelivery

41.6	If the Charterers are required to redeliver the Vessel to the Owners pursuant to the<br> terms of this Charter, the Vessel shall be redelivered and taken over safely 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<br> listed area declared by the Joint War Committee). The Charterers shall ensure that, at the time of redelivery to the Owners, the Vessel:
(a)	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<br> not less than six (6) months and free of 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<br> wear and tear not affecting the Vessel’s classification excepted;
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(b)	has passed her 5-year special survey (if applicable), and subsequent second intermediate surveys and drydock at the Charterers’ time and<br> expense without any recommendation or condition:
---	---
(c)	to the satisfaction of the Approved Classification Society; and
---	---
(d)	in the case of the 5-year special survey, to the reasonable satisfaction of an Owners’ Surveyor appointed at the cost of the Charterers;
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(e)	has her survey cycles up-to-date and trading and class certificate valid for at least the number of months agreed in Box 17;
(f)	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<br> the time of re-delivery shall be taken over by the Owners free of charge;
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(g)	be free of any cargo and Security Interest (save for the Security Interests granted pursuant to the Financial Instruments, if any);
---	---
(h)	be free of any crew and officers unless otherwise instructed by the Owners;
---	---
(i)	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<br> discretion); and
---	---
(j)	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<br> regulations then applicable in such place of redelivery, including without limitation, the global sulphur limit imposed by the International Maritime Organization (IMO).
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41.7	The Charterers warrant that they will not permit (or request any sub-charterer not to permit) the Vessel to commence a voyage<br> (including any preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel within any time period required by Clause 41 - (Termination, Redelivery and Total Loss). If the<br> time of actual redelivery is after the date on which redelivery is required to take place pursuant to Clause 41 - (the “Redelivery Date”), the Charterer shall, without prejudice to any other<br> 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 date following the Redelivery Date and for each day<br> until the date on which the Vessel is redelivered in accordance with Clause 41.6, the rate of hire equivalent to the higher of:
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(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.

41.8

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 41.6. 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 41.6 and this Clause 41.8) 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 41.6 as a result of the Vessel not being redelivered in accordance with the terms of this Charter).

CMBFL Top Ships II BBC Additional Clauses (ECO MARINA DEL REY) SINGAPORE/91162882v1

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41.9

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, if (with the consent of the Owners) any time charter of the Vessel remains in place at the time of redelivery, excluding any bunkers or such other items owned by a third party time charterer, and in such case, the Charterers shall on demand reimburse the Owners for any amount the Owners have to pay to that time charterer for such bunkers or items) at no cost to the Owners.

Non-payment of Termination Sum

41.10	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<br> 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<br> and comply with 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<br> Owners and the 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<br> the Owners 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;
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(b)	the Owners shall be entitled (at Owners' sole discretion) to operate the Vessel as they may require and may create whatsoever interests thereon,<br> 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 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 costs in relation to the provision of<br> bunkers and lubricating oils), (the "Net Trading Proceeds") shall be applied against the Termination Sum and any other amounts payable under the Leasing Documents pursuant to Clause 64 - (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 in Clause 53 - (Indemnities) and be added to the Termination Sum; and
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(c)	the Owners shall be entitled (at Owners' sole discretion) to immediately thereafter sell the Vessel to any third party on<br> arm's length terms taking into account the prevailing market conditions, provided that the Charterers may for a period not exceeding a total of sixty (60) days from the Termination Date (the "Nomination<br><br><br><br><br><br><br><br><br> 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<br> market the Vessel and the Owners shall sell the Vessel to a Nominated Purchaser and subject to all of the following conditions being satisfied:
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(i)	the Nominated Purchaser is acceptable to the Owners (such acceptability not to be unreasonably withheld or delayed); and
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(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<br> otherwise agreed by the 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 64 - (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. 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 41.11) is concluded or until any third party's sale is concluded, to purchase the vessel with priority by paying the Termination Sum.

41.11

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 41.10(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 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 fifteen (15) days from the day of the notice of the Owners' Purchase in accordance with Clause 64 - (General Application of Proceeds).

Total Loss

41.12	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<br> Vessel becomes a Total Loss after Delivery, the Charterer shall, subject to Clause 41.13, pay the Termination Sum to the Owners on the Total Loss Payment Date. Upon such receipt by the Owners of the Termination Sum, this Charter shall<br> terminate (without prejudice to any 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<br> this Charter, notwithstanding that the Vessel has become a Total Loss.
41.13	Any Total Loss Proceeds unconditionally received by the Owners (or the Owners' Financiers in accordance with the terms of the relevant loss payable<br> clause) shall be applied in accordance with Clause 64 - (General Application of Proceeds) and shall satisfy the obligation of the Charterers to pay the Termination Sum to the extent received<br> by the Owners (or the Owners' Financiers in accordance with the terms of the relevant loss payable clause). The obligation of the Charterers to pay the Termination Sum shall remain unaffected and exist regardless of whether any of the<br> insurers have agreed or refused to meet or has disputed in good faith, the claim for Total Loss.
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41.14	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<br> Termination Sum, the Charterers shall pay such shortfall to the Owner on the Total Loss Payment Date.
41.15	The Owners shall have no obligation to supply to the Charterers with a replacement vessel following the occurrence of a Total Loss.
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CLAUSE 42 - FEES AND EXPENSES

42.1	In consideration of:
(a)	the Owners (in their capacity as buyers) purchasing the Vessel from the Charterers (in their capacity as sellers) in accordance with the terms of the MOA; and
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(b)	the Owners subsequently chartering the Vessel to the Charterers in accordance with the terms of this Charter,
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the Charterers agree to pay to the Owners a non-refundable arrangement fee (the "Arrangement Fee") in the amount and at the times agreed in the Fee Letter.

42.2	Without prejudice to any other rights of the Owners hereunder, the Charterers shall promptly pay to the Owners on written demand on a full indemnity basis all<br> costs, charges and expenses incurred by the Owners in collecting any Charterhire or the Advance Charterhire or the Option Premium or other payments not paid on the due date under this Charter and in remedying any other failure of the<br> Charterers to observe the terms and conditions of this Charter.
42.3	All documented costs and expenses (including, but not limited to, third party legal costs) incurred by the Owners or Owners' legal counsel in the preparation,<br> negotiation, finalisation and execution of all documentation in relation to this Charter or any other Leasing Document (including without limitation any registration or filing expenses, all documented costs incurred by the Owners and<br> 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 Charterers (regardless of whether the transaction contemplated by the<br> Leasing Documents actually completes).
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42.4	All documented costs and expenses incurred by the Owners in relation to the acquisition, registration of title of the Vessel in the Owners' name in the Flag<br> State together with any and all 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<br> maritime entity or the appointment 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<br> Vessel is delivered under the MOA 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<br> expenses payable by the Owners to 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<br> register/tonnage tax amounts payable to the Flag State or any other aforesaid costs, expenses and/or taxes when the same fall due.
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42.5	All costs and expenses 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<br> the Charterers and the 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.
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42.6	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<br> 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 fees) 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 Instruments).

42.7

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.

42.8

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.

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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<br> (to which they are party to) shall 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.
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<br> or by law and all such rights and remedies shall be cumulative.
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CLAUSE 44 -	NOTICES
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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<br> 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:
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(a)	to the Owners: SEA 179 LEASING CO., LIMITED
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21F, China Merchants Bank Building, No.1088, Lujiazui Ring Road, Shanghai, China

Attention: Xiao Yue

Email:

Tel:

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(b)	to the Charterers: PCH DREAMING INC.

c/o TOP SHIPS INC.

Attention: Alexandros Tsirikos

Email:

Tel:

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.

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 Security Period, as follows:
(a)	100% of the issued and outstanding shares in the Charterers are legally, wholly and directly<br> owned and controlled by the Guarantor and the Guarantor is controlled by companies affiliated with the family of Mr. Evangelos Pistiolis;
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(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<br> jurisdiction of its incorporation;
---	---
(c)	each Relevant Person or the Approved Sub-charterer has the corporate capacity, and has taken all corporate actions and<br> obtained all consents, approvals, authorisations, licenses or permits necessary for it:
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(i)	to execute each of the Leasing Documents to which it is a party; and
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(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<br> force and nothing has occurred which makes any of them liable to revocation;
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(e)	each of the Leasing Documents and the Approved Sub-charter to which a Relevant Person or the Approved Sub-charterer is a party (as the case may be) constitutes such Relevant<br> Person's or the Approved Sub-charterer's legal, valid and binding obligations enforceable against such party in accordance with its respective terms and any relevant insolvency laws affecting creditors' rights generally;
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(f)	the entry into and performance by each Relevant Person (and in the case of sub-paragraph (ii) below, the Approved Sub-charterer) of, and the transactions contemplated by, each<br> Leasing Document to which it (and in the case of sub-paragraph (ii) below, the Approved Sub-charterer) is a party do not and will not conflict with:
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(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<br> 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<br> Vessel requiring 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<br> any other interest, 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<br> for or on account 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;
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(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<br> 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<br> or other authority 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<br> Documents; the 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<br> are valid and 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<br> limitation, suit, 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<br> 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<br> virtue of any contract;
---	---
(o)	each Leasing Document creates (or, once entered into, will create) the Security Interest which it is expressed to create with the ranking and priority it is expressed to have;
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(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:
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(i)	is a Prohibited Person;
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(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)	no Relevant Person or any of their respective directors, officers, and employees or, to the best of its knowledge, the Approved Sub-charterer is in breach of applicable Sanctions<br> 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 claim, action, suit or proceeding against any of them with respect to Sanctions and (iii)<br> has taken any action to evade 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<br> 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
---	---
(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<br> accurate books and 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<br> Laws,
---	---
(t)	that in relation to any Approved Sub-Charter:
---	---
(i)	each copy of that Approved 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 Weco Charterer and any other Approved Sub-Charterer is fully aware of the transactions contemplated under the MOA and this Charter; and
---	---
(iii)	the Weco Charterer and any other Approved Sub-Charterer has consented to the assignment by the Charterers to the Owners of all their rights, interests and benefits in relation to<br> the Weco Charter or, as the case may be, the relevant Approved Sub-Charter pursuant to 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<br> 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, the European Union, the United<br> States of America, the United Kingdom or the People's Republic of China (provided that operation or use of the Vessel by the Weco Charterer pursuant to the Weco Charter shall not in any case be deemed to be in breach or contrary to<br> 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;
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(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<br> execution of 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<br> (including, without 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,<br> liquidator, trustee or analogous officer has been appointed in respect of the any Relevant Person or all or material part of their assets;
---	---
(x)	no Termination Event or Potential Termination Event is continuing or might reasonably be expected to result from the entry into and performance of this Charter or any other Leasing<br> Document;
---	---
(y)	any factual information provided by any Relevant Person or the Weco Charterer (or on their behalf) to the Owners was true and accurate in all material<br> respects as at the date it was provided or as at the date at which such information was stated;
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(z)	none of the following events has occurred:
---	---
(i)	any default by the Charterers or the Weco Charterer under the terms of the Weco 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<br> to result, in 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 38 - (Possession 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<br> as reasonably anticipated to be conducted in the future) have been complied with;
---	---
(bb)	no Environmental Claim has been made or threatened against any Relevant Person or otherwise in connection with the Vessel which is either (i) in excess<br> of US$5,000,000 or (ii) has or is reasonably likely to have a Material Adverse Effect; and
---	---
(cc)	no Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.
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CLAUSE 46 - UNDERTAKINGS

46.1	The Charterers undertake that they shall comply or procure compliance with the following undertakings during the Security Period:
(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<br> those created under a Leasing Document or Financial Instrument) in the Vessel to the Owners;
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(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<br> the Charterers for that financial year as referred to in the Guarantor's audited consolidated annual financial statement accounts for that financial year to be delivered under Clause 46.1(b)(iii);
---	---
(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<br> referred to in the Guarantor'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 the Guarantor, the audited<br> consolidated annual financial statement accounts of the 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 the Guarantor for that half-year<br> certified as to their correctness by at least one director of the 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 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<br> despatched to the Charterers' or the 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:
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(i)	any litigation, arbitration or administrative proceedings or investigations relating to any alleged or actual breach of any Sanctions or Anti-Money<br> Laundering Laws which are current or pending against any 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<br> investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) in relation to a Relevant Person; and
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(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 or Potential Termination<br> Event has occurred (or if a Termination Event or Potential Termination Event has occurred, specifying the nature of the Potential Termination Event or 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<br> 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 (including without<br> 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<br> Permitted Security Interest) of any kind upon any 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<br> Interests which such 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<br> in all Relevant 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<br> or has become 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;
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(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<br> Weco Charter), together with any evidence requested by the Owners, whether the Weco Charterer intends to and will (with irrevocable confirmation from the Weco Charterer) extend the charter period of the Weco Charter in accordance with<br> the terms thereunder;
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(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<br> of:
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(i)	any default by either the Approved Sub-charterer or the Charterers of the terms of the Approved Sub-charter;
---	---
(ii)	an event of default or termination event howsoever called under the terms of any Approved Sub-charter entitling either the Charterers or the Approved Sub-charterer to terminate the<br> Approved Sub-charter;
---	---
(iii)	breach of any Sanctions; or
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(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 at least one officer, confirming that there exists no Potential Termination Event or Termination Event;

(k)	they shall, and shall procure that each other Relevant Person will, on the sixth month anniversary of the Commencement Date and at six-monthly intervals thereafter and otherwise<br> upon the Owners' and/or the Owners' Financiers (if any) request (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<br> 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<br> having made due enquiry, to the Weco 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 Weco Charterer) which may be reasonably<br> requested by 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.
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(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,<br> 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<br> registry and shall procure that the Technical 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<br> regulations;
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(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,<br> recommendations, qualifications and conditions;
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(n)	they shall not and shall ensure that each of the Other Charterers and the Guarantor shall not enter into any form of merger,<br><br><br><br><br><br><br><br><br> sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control, in the case of the Guarantor, unless it remains as the surviving entity after such merger,<br> sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control and clause 11.14 of the Guarantee is complied with;
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(o)	they will comply, and will procure that each other Relevant Person, each other member of the Group or, will use best<br> endeavours to procure that, the Approved Sub-charterer will comply, with all Sanctions and all laws and regulations relating to such Relevant Person, the Vessel and its construction, ownership, employment, operation, management and<br> 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 of the Vessel's registry, and in particular, they<br> 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 regulations implemented from time to time, including,<br> without limitation they will, and will procure that (in the case of Approved Sub-charterer, use best endeavours to procure that) each other Relevant Person, each other member of the Group and the Approved Sub-charterer will:
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(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;
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(iii)	ensure subsidiaries and affiliates comply with the relevant policies, as applicable;
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(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;
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(p)	without limiting Clause 46.1(o), they will procure that:
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(i)	the Vessel shall not be constructed, operated, employed, managed, used by or for the benefit of a Prohibited Person;
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(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<br> such area or country would constitute or would be reasonably expected to constitute a breach of Sanctions;
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(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<br> would result or would reasonably be expected to result in any Relevant Person or the Owners becoming a Prohibited Person; and
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(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 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;
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(vi)	it and any sub-charterer of the Vessel or the Approved Manager will cooperate and exchange all relevant data and information in a timely manner to facilitate compliance with any<br> applicable Emission Scheme and enable each party to calculate the amount of Emission Allowances in respect of the Vessel that must be surrendered to the authorities of the applicable Emission Scheme for the Charter Period and that<br> each relevant party will supply the relevant authority of such Emission Scheme with relevant mandating documents to surrender such allowances to ensure that the Charterers will be in compliance with all Environmental Laws;
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(q)	they shall ensure that the Market Value of the Vessel will be tested at any of the following instances:
(i)	on or around the end of each calendar year starting from and including 31 December 2024 (each such date the "Market Value Test Date") and the<br> Charterers shall procure valuation reports issued by the Approved Valuers evidencing such Market Value applicable to a Market Value Test Date to be delivered to the Owners no later than 30 days after the Market Value Test Date;
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(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<br> request of the Owners;
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(iii)	at any time at the request of the Owners if the Owners have determined that the Market Value of the Vessel is likely to fall below an amount equal to 125% of the then applicable<br> Owners' Cost; and
---	---
(iv)	upon the occurrence of a Potential Termination Event or Termination Event, 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 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-charter of the Vessel in connection with the Vessel or any Environmental Incident;
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(ii)	arrest or detention of the Vessel;
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(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)	they shall not permit the sub-chartering of the Vessel other than pursuant to any Approved Sub-Charter provided that if:
---	---
(i)	any such Approved Sub-charter is terminated and/or rescinded;
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(ii)	the Charterers comply with their obligations under Clause 46.1(aa)(iii); and
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(iii)	with the consent of the Owners.,
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then the Charterers shall be permitted to freely sub-charter the Vessel and as a condition of the Owners' consent to the execution of any sub-charter, the Charterers shall:

1.	in case such sub-charter is a bareboat charter (irrespective of duration) or a time charter of a period exceeding or capable of exceeding twelve (12) months (taking into account any<br> optional extension periods), assign all their rights and interests under such sub-charter and procure the sub-charterer of such sub-charter to give a written acknowledgment of such assignment and provide such documents as the Owners<br> may reasonably require regarding the due execution of such sub-charter; and
2.	in case such sub-charter is a bareboat charter (irrespective of duration), procure the sub-charterer of such sub-charter to execute a general assignment to assign their rights under<br> the Insurances and Requisition Compensation in respect of the Vessel, in favour of the Owners, each in a form acceptable to the Owners;
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(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<br> particular, the Charterers shall effect and maintain a 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;
---	---
(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<br> Ethics Laws;
---	---
(iii)	in respect of the Charterers, not use, or permit or authorize any person to directly or indirectly use, the Opening Capital Balance for any purpose that would breach any Anti-Money<br> Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;
---	---
(iv)	not lend, invest, contribute or otherwise make available the Opening Capital Balance to or for any other person in a manner which would result in a violation of Anti-Money<br> Laundering Laws, Anti-Terrorism Financing 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<br> business and operations which may be relevant for the 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<br> writing immediately upon being aware that any of 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<br> Approved Manager has (prior to accepting its appointment entered into a Manager's Undertaking);
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(x)	if at any time;
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(i)

the shares of the Guarantor cease to trade on the NASDAQ or Over the Counter (OTC); or

(ii)

pursuant to Clause 46.1(q), it is determined that the Market Value of the Vessel falls below the amount equivalent to one hundred and twenty five per cent (125%) of the then applicable Owners' Costs (the "LTV Breach" and the said difference between the Market Value of the Vessel and one hundred and twenty five per cent (125)% of the then applicable Owners' Costs shall be referred to as the "shortfall"),

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the Charterers shall, promptly and in any event no later than the date falling thirty (30) days from the Owners' notice, 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<br> and credited against future instalment(s) of Fixed Charterhire (or part thereof) payable in inverse order of maturity; 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<br> opinion of the 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<br> require.
---	---
(y)	if at any time, in relation to each Other Charter, the relevant Other Charterer exercises the "Purchase Option" under such<br> Other Charter prior to the last day of the Charter Period (as defined in such Other Charter), the Charterers shall, on the relevant Purchase Option Date (as defined in such Other Charter), make a payment in an amount of US$1,000,000<br> to the Owners, which payment shall be deemed to be an advance payment and credited against (i) in case the Purchase Option is exercised by the Charterers, the Purchase Option Price; or (ii) in case the Charterers do not exercise the<br> Purchase Price by the last day of the Charter Period, the Option Premium;
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(z)	save with the prior written consent of the Owners, they shall not, and shall procure that no other Relevant Person shall, agree or enter into any transaction, arrangement, document<br> or do or omit to do anything which will have the effect of varying, amending, supplementing or waiving any term of the Weco Charter or any other Approved Sub-Charter;
---	---
(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<br> 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. Provided that, the credit balance in the Operating Account to be maintained pursuant to this sub-paragraph (iii) shall be increased to<br> $1,000,000 with effect on and from the earliest of the following dates upon occurrence of an event described in the relevant sub-paragraph below in relation to the Weco Charter or a Substitute Charter (as the Vessel may at the<br> relevant time be sub-chartered thereunder):
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(A)	in relation to Weco Charter, either:
(1)	the date on which the Weco Charter is terminated prior to the end of the relevant charter period; or
---	---
(2)	the date being one (1) month prior to the third anniversary (or, if such charter period extends beyond its third anniversary, the fourth anniversary) of the charter period<br> commencement date of the Weco Charter (the "Notification Date"), in case the Weco Charterer does not exercise the optional extension of the Weco Charter and the Charterers do not enter into a<br> Substitute Charter or provide evidence (to the satisfaction of the Owners) relating to the entry into, and validity of, such Substitute Charter by the Notification Date; or
---	---
(B)	in relation to a Substitute Charter, either:
---	---
(1)	the date on which such Substitute Charter is terminated prior to the end of the relevant charter period; or
---	---
(2)	the date being one (1) month prior to the expiry date of the fixed period under such Substitute Charter (in each case, a "New Notification Date"),<br><br><br><br><br><br><br><br><br> in case the Charterers do not enter into a replacement Substitute Charter or provide evidence (to the satisfaction of the Owners) relating to the entry into, and validity of, such replacement Substitute Charter by the relevant New<br> Notification Date,
---	---

in each case, such increased credit balance of $1,000,000 shall be maintained by the Charterers in the Operating Account until the Charterers (I) subsequently enter into a Substitute Charter or provide evidence (to the satisfaction of the Owners) relating to the entry into, and validity of, a Substitute Charter, and (II) the Vessel is delivered to, and accepted by the relevant sub-charterer in accordance with the terms of such Substitute Charter, whereupon the Charterers may request for the reinstatement of the $500,000 minimum credit balance requirement under sub-paragraph (iii) from the next immediate Payment Date;

(bb)
(i)	they shall not:
---	---
(A)	purchase, cancel or redeem any of its share capital;
---	---
(B)	increase or reduce its authorised share capital;
---	---
(C)	issues any further shares; and
---	---

they shall not, and shall procure that the Guarantor shall not, make or pay any dividend or other distribution (in cash or in kind) in respect of its issued shares (or any class of its shares including any preferred shares) following the occurrence of a Potential Termination Event or Termination Event;

(cc)	the Vessel shall be registered under the Flag State at all times;
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(dd)

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 Vessel or the Vessel's operations and/or maintenance; and

(ee)

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 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 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 56 - (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' Financiers' portfolio climate alignment.

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CLAUSE 47 - INSPECTION OF VESSEL

47.1	Without prejudice to Clause 47.2 (Inspection of Vessel) below, the Owners shall, after<br> giving notice to the Charterers, be entitled to inspect or survey the 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.

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<br> of the Charterers and at any other time at the cost of the Owners (and, except where inspection or survey is carried out pursuant to the following (a) or (b), without interference to the operation of the Vessel and in coordination<br> with the Charterers), save that (a) upon the occurrence of a Termination Event or Potential Termination Event or the occurrence of any major insurance claims which exceeds the Major Casualty amount in respect of the Vessel, the Owners<br> 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 doubt, more than once a year) without prior notice to, and at<br> 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 at any time prior to the Commencement Date. The<br> 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<br> full information regarding any casualties or other accidents or damage to the Vessel.
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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<br> Charterers.
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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 - INTENTIONALLY DELETED

CLAUSE 49 - TERMINATION EVENTS

49.1	The Owners and the Charterers hereby agree that any of the following events shall constitute a<br> 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<br> Document to which it is a party, unless such non-payment is caused by 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<br> (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), (p), (t), (u), (v), (x) or<br> (aa)(iii) or the Guarantor breaches or omits to observe or perform any of its undertakings or the financial covenants contained under clause 11.14 (Financial covenants) of the Guarantee;
---	---
(c)	the Charterers fail to obtain and/or maintain the Insurances required under Clause 39 - (Insurance) in<br> accordance with the provisions thereof (or any insurer in 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<br> breach referred to 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<br> the Owners within ten (10) 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 Relevant Person or any member of the Group:
---	---
(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<br> default and not as a 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<br> event of default (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<br> 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,<br> as a result of any termination event or event of default (howsoever defined);
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provided that no Termination Event will occur under this paragraph (f) in respect of (A) the 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) a Relevant Person (other than the Guarantor) if the aggregate amount of Financial Indebtedness falling within sub-paragraphs (i) to (iv) above is less than US$1,000,000 (or its equivalent in any other currency or currencies) for such Relevant Person;

(g)	any of the following occurs in relation to any Relevant Person or any member of the Group:
(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<br> 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<br> winding up or administration order is made in 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<br> their debt) or 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<br> reasonably 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 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<br> paragraph (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<br> (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<br> such entity which is not discharged within fourteen (14) days;
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(h)	a Relevant Person 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 or the Approved Sub-charterer to operate or charter the<br> Vessel or any Relevant Person to comply with any provision of Leasing Document (as the case may be) and/or to ensure that the obligations of any Relevant Person or the Approved Sub-charterer under any Leasing Document or the Approved<br> Sub-charter (as applicable) are legal, valid, binding or enforceable (I) is not granted, (II) expires without being renewed, (III) is revoked or becomes liable to revocation or (IV) any condition of such a consent, approval,<br> authorisation, license or permit is not fulfilled provided that, in the case of an Approved Sub-charter, this shall not constitute a "Termination Event" under this Clause 49.1(i) if (i) such Approved Sub-charter is replaced or<br> remedied in the time required under and in accordance with Clauses 46.1(aa)(iii)(A)Error! Reference source not found. or Clauses 46.1(aa)(iii)(B) or (ii) the Charterers comply with their<br> obligations under Clause 46.1(aa)(iii);
---	---
(j)	any event or circumstance occurs which (in the opinion of the Owners) 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<br> obligations of any party to that document for any reason whatsoever; or
---	---
(ii)	is amended or varied without the prior written consent of the Owners;
---	---
(l)	a Relevant Person or an Approved Sub-charterer rescinds or purports to rescind or repudiates or purports to repudiate a Leasing Document or an Approved<br> Sub-charter (in the case of an Approved Sub-charter, (i) this is not replaced or remedied in the time required under and otherwise in accordance with Clauses 46.1(aa)(iii)(A) or 46.1(aa)(iii)(B) and (ii) the Charterers breach or omit<br> to observe or perform their obligations under Clause 46.1(aa)(iii));
---	---
(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;
---	---
(o)	the occurrence of any of the following events;
---	---
(i)	an event of default or termination event howsoever called under the terms of the Approved Sub-charter entitling either the Approved Sub-charterer or the Charterers to terminate the<br> Approved Sub-charter and the Charterers breach or omit to observe or perform their obligations under Clause 46.1(aa)(iii);
---	---
(ii)	if any Relevant Person or the Approved Sub-charterer:
---	---
(A)	is or becomes a Prohibited Person;
---	---
(B)	is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;
---	---
(C)	owns or controls a Prohibited Person;
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(D)	has a Prohibited Person serving as a director, officer or employee;
(p)	Delivery does not occur on or prior to the Cancelling Date;
---	---
(q)	there is a merger, amalgamation, demerger or corporate reconstruction of any of the Charterers, the Other Charterers and the Guarantor without the Owners' prior written consent;
---	---
(r)
---
(i)	the shares of the Guarantor cease to trade on the NASDAQ or Over the Counter (OTC), unless the Charterers comply with their obligations under Clause<br> 46.1(x); or
---	---
(ii)	the Guarantor ceases 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 the Guarantor as set out in 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<br> adversely determined and which would have 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,<br> cancelled or repudiated by the relevant lessor or owner or financier as a consequence of any termination event or event of default (howsoever defined therein).
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49.2	Notwithstanding and without prejudice to<br> Clause 33 - (Cancellation), upon the occurrence of any Termination Event, the Owners may issue a written notice to the Charterers terminating this leasing of the Vessel under this Charter and<br> demanding payment of the Termination Sum (the "Termination Notice"), whereupon the Charterers shall be obliged to pay the Termination Sum to the<br> Owners on the date specified by the Owners in their sole discretion in the Termination Notice (the "Termination Date").
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49.3	For the avoidance of doubt, notwithstanding any action taken by the Owners following a Termination Event, the Charterers shall<br> remain liable for the outstanding obligations on their part to be 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<br> Owners in accordance with Clause 41.6, or the title is transferred to the Charterers in accordance with Clause Error! Reference source not found., the Vessel is sold in accordance with 41.10 or<br> the Owners exercise the option set out in Clause 41.11.
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49.4	Without limiting the generality of the foregoing or any other rights of the Owners or the Charterers, upon the occurrence of a Termination Event, the Charterers<br> 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 and this Charter,<br> (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<br> 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<br> Owners.
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49.5

Each Termination Event 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<br> Charter or the MOA to perform their obligations under the Financial 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 thirty<br> (30) days following such 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<br> Charter shall 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<br> 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 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 required to pay the Mandatory Sale Price to the Owners within thirty (30) 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 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<br> 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 forty five (45) days following such occurrence or, if earlier, a date specified by the Owners (being no earlier than the last day of any applicable grace<br> 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<br> 50.3 or Clause 54.5, 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 52 - (Sale of the<br> 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 54.5 is a "Mandatory Sale Date"<br> and such transfer of Vessel provided therein is a "Mandatory Sale".
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CLAUSE 51 - PURCHASE OPTION

51.1	The Charterers shall have the option (the "Purchase Option"), on or after the first (1st) anniversary of the Commencement Date, to purchase the Vessel on any Purchase Option Date (as hereinafter defined) specified in the Purchase Option<br> Notice (as hereinafter defined) at the applicable Purchase Option Price, subject to the other terms of this Clause 51 - (Purchase Option).
51.2	The Purchase Option shall be exercisable only:
---	---
(a)	upon the Charterers providing not less than sixty (60) days' prior written notice (the "Purchase Option Notice") to purchase the Vessel;
---	---
(b)	on any Payment Date which falls on or after the first (1st) anniversary of the Commencement Date or on the last day of the Charter Period (as the case may be) (unless otherwise<br> agreed by the Owners) (the "Purchase Option Date"); and
---	---
(c)	in the absence of the occurrence of a Potential Termination Event or a Termination Event which is continuing on or prior to either the date of the Purchase Option Notice or the<br> Purchase Option Date.
---	---
51.3	The Purchase Option Notice shall be signed by a duly authorised officer or attorney of the Charterers and, once delivered to the Owners, will be irrevocable and<br> the Charterers shall be bound to pay to the Owners the Purchase Option Price on the Purchase Option Date.
---	---
51.4	The sale of the Vessel pursuant to the Charterers' exercise of the Purchase Option shall be conducted in accordance with Clause 52<br> - (Sale of the Vessel).
---	---
51.5	If the Charterers do not exercise the Purchase Option on or before the expiration of the Charter Period:
---	---
(a)	the Charterers shall pay the Option Premium to the Owners on the last day of the Charter Period;
---	---
(b)	the Charterers shall on the last day of the Charter Period re-deliver the Vessel to the Owners in accordance with Clause 41.6 and shall ensure that they have fulfilled their<br> obligations under this Charter and made payment of the Option Premium, all Charterhire and all other moneys pursuant to the terms of this Charter; and
---	---
(c)	the Owners shall be entitled (at Owners' sole discretion) to sell or operate the Vessel as they may require and may create whatsoever interests thereon, including without limitation<br> sale and purchase agreements, charterparties or any other form of employment contracts.
---	---
51.6	For the avoidance of doubt, the Charterers agree that should the Option Premium not be paid or not be paid in full on its due date for payment under the terms<br> of this Charter, any net proceeds deriving from the sale or operation of the Vessel by the Owners shall not be applied towards reduction of the unpaid Option Premium, Charterhire or any other moneys due pursuant to the terms of this<br> Charter.
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CLAUSE 52 - SALE OF THE VESSEL

52.1	The sale of the legal and beneficial interest and title in the Vessel pursuant to the Charterer's payment of the Termination Sum<br> under Clause 41 - (Termination, Redelivery and Total Loss), the Charterers' exercise of the Charterers' Purchase Option under Clause 51 - (Purchase Option)<br> or the completion 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,<br> and accordingly the Charterers confirm that they 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<br> law or otherwise in relation to the Vessel or any part thereof, including, without limitation, warranties or representations as to the description, suitability, quality, merchantability, fitness for any purpose, value, state,<br> condition, appearance, safety, durability, design or 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<br> unconditionally waived by the Charterers to the extent permissible under applicable law;
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(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<br> irrevocably agree that the Owners shall have no 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<br> or warranty relating to the Vessel or any 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<br> obviate, remove or waive any rights or 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;
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(c)	the Vessel shall be free from any registered mortgages incurred by the Owners;
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(d)	the Purchase Option Price or the Termination Sum or the Mandatory Sale Price shall be paid by (or on behalf of) the Charterers to the Owners on the Purchase Option Date or the Termination Date or the Mandatory Sale Date (as the case may be) together with unpaid amounts of Charterhire and other moneys owing by or accrued or due from the<br> Charterers under this Charter on or prior to the Purchase Option Date or the Termination Date or the Mandatory Sale Date (as the case may be) which remain unpaid; and
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(e)	concurrently with the Owners receiving irrevocable payment of the Purchase Option Price or, as the case may be, the applicable Termination Sum or the applicable Mandatory Sale Price<br> 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<br> an "as is where is" basis to the Charterers or their nominees 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<br> 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), provided that the Owners shall not be<br> obliged to transfer the legal and beneficial interest in the Vessel to the Charterers in any event unless the Owners are satisfied that no Termination Event has occurred and is continuing and all obligations, duties, liabilities and<br> indemnities of the Charterers under the Leasing Documents have been fully performed and (if applicable) paid.
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CLAUSE 53 - INDEMNITIES

53.1	The Charterers shall indemnify the Owners on their demand against all documented claims, expenses, liabilities, losses, fees (including but not limited to any<br> vessel registration and tonnage 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,<br> including but not limited to (i) in connection with delivery, possession, performance, control, registration, repair, survey, insurance, maintenance, manufacture, purchase, ownership and operation of the Vessel by the Owners, (ii)<br> costs related to the prevention or 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<br> Leasing Document, 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 Charterers or otherwise.<br> 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 Code, the MARPOL<br> Protocol, any Environmental Law, any Sanctions or any Anti- Money Laundering Laws, Anti-Terrorism Financing Laws or Business Ethics Laws.
53.2	The Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or<br> other documents.
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53.3	In consideration of the Charterers requesting the Other Owners to charter the Other Vessels to the Other Charterers under the Other<br> Charters, the Charterers hereby irrevocably and unconditionally 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<br> other moneys due, owing and/or payable the Other Owners under or in connection with the Other Charters, and to indemnify and hold the Other Owners harmless against all such moneys, costs, fees and expenses.
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53.4	All rights which the Charterers have at any time (whether in respect of this Charter or any other transaction) against the Other Charterers or any Relevant<br> Person shall be fully subordinated to the 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<br> (whether in respect of this Charter or any 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:
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(a)	to be indemnified by the Other Charterers or such Relevant Person;
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(b)	to claim any contribution from any third party providing security for, or any other guarantor of, the Other Charterers' or such Relevant Person's obligations under the Leasing<br> Documents;
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(c)	to take any benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Other Charterers or such Relevant Person under the Leasing Documents or<br> of any other guarantee or security taken pursuant to, or in connection with, the Leasing Documents by any of the aforesaid parties;
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(d)	to bring legal or other proceedings for an order requiring the Other Charterers or such Relevant Person to make any payment, or perform any obligation, in respect of any Leasing<br> Document;
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(e)	to exercise any right of set-off against the Other Charterers or such Relevant Person; and/or
(f)	to claim or prove as a creditor of the Other Charterers or such Relevant Person,
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(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<br> all amounts which 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<br> Owners and shall promptly pay or transfer the same to the Owners or the Other Owners as may be directed by the Owners.
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53.5	The Charterers hereby irrevocably agree to indemnify and hold harmless the Owners against any claim, expense, liability or loss reasonably incurred by the<br> Owners in liquidating or employing deposits from the Owners' Financiers or third parties to fund the acquisition of the Vessel pursuant to the MOA.
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53.6	Notwithstanding anything to the contrary herein (but subject and without prejudice to Clause 33 - (Cancellation) ) and<br> without prejudice to any right to damages 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<br> and effect notwithstanding any breach of the terms of this Charter or termination of this Charter pursuant to the terms hereof or termination of this Charter by the Owners.
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53.7	The obligations of the Charterers under this Clause 53 - (Indemnities) and in respect of any Security Interest created pursuant to the Security Documents will not be affected or discharged by an act, omission, matter or thing which would reduce, release<br> or prejudice any of its obligations under this Clause 53 - or in 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:
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(a)	any time, waiver or consent granted to, or composition with, any Relevant Person or other person;
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(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<br> any of its affiliates;
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(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<br> take up or enforce, or delay in taking or 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<br> instrument or any failure to realise the full value of any security;
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(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<br> person;
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(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Leasing Document<br> or any other document or security;
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(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Security Document or any other document or security; or
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(g)	any insolvency or similar proceedings.
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CLAUSE 54 - NO SET-OFF OR TAX DEDUCTION

54.1	All Charterhire and any other payment made from the Charterers to enable the Owners to pay all amounts under a Leasing Document<br> shall be paid punctually and:
(a)	without any form of set-off, cross-claim, condition or counterclaim;
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(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.
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54.2	Without prejudice to Clause 54.1 (No Set-off or Tax Deduction), if the Owners are required by law to make a tax<br> deduction from any payment:
---	---
(a)	the Owners shall notify the Charterers as soon as they become aware of the requirement; and
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(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<br> deduction) a net amount which, after the tax deduction, is equal to the full amount which they would otherwise have received.
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54.3	The Charterers shall (within three (3) Business Days of demand by Owners) pay to the Owners an amount equal to the loss, liability<br> or cost 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.
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54.4	Clause 54.3 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<br> the Owners are 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 55.2 or 55.3.
---	---
54.5	Notwithstanding any other provision to this Charter, if any deduction or withholding or other tax is or will be required to be made<br> by the Charterers or the Owners in respect of a payment to the 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<br> transfer their interest in the Vessel (and this Charter) to any 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<br> 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<br> 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.
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54.6	If the Charterers compensate the Owners by an increased payment pursuant to Clause 55.2 or 55.3 and the Owners determine that they have obtained and utilized a<br> tax credit attributable to this 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 55 - INCREASED COSTS

55.1	This Clause 55 - (Increased Costs) applies if the Owners notify the Charterers that they<br> (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<br> (excluding any effect 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<br> their obligations 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".

55.2	In this Clause 55 - (Increased Costs), "increased cost"<br> 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<br> being a party to, 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 55.2 the Owners may in good faith allocate or spread costs and/or losses among their assets and liabilities (or any class of their assets and liabilities) on such basis as they consider appropriate.

55.3	Subject to the terms of Clause 55.1, the Charterers shall pay to the Owners, upon receipt of the Owners' demand and any evidence<br> thereto (where available to the Owners), the amounts which the Owners from time to time notify the Charterers to be necessary to compensate the Owners for the increased cost.
55.4	If any sum due from the Charterers to the Owners under this Charter or any other Leasing Document or under any order or judgment<br> relating thereto has to be converted from the currency in which this Charter or 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
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(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 55.4, 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 56 - CONFIDENTIALITY

56.1	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;
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(b)	it is required to be disclosed under the applicable laws of any Relevant Jurisdiction, Stock Market regulation, the US Securities and Exchange<br> Commission's rules or by a governmental order, decree, regulation or rule (provided that the disclosing Party shall give written notice of such required disclosure to the other Party prior to the disclosure);
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(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<br> proceedings;
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(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<br> Leasing Document (as permitted by the terms 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<br> which are similar to those described under this Clause or such other circumstances as may be permitted by all Parties;
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(e)	to any permitted sub-charterer of the Vessel provided that such person receiving Confidential Information shall undertake that it would not disclose<br> 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;
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(f)	to any of the following persons on a need to know basis:
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(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);
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(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 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;

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(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<br> and/or the Owners' Financiers to comply with their reporting obligations under the Poseidon Principles.
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CLAUSE 57 - 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 53.3.

CLAUSE 58 - 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 59 - SETTLEMENT OR DISCHARGE CONDITIONAL

59.1

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.

59.2

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.

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CLAUSE 60 - 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 61 - 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 62 - FATCA

62.1	Defined terms
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For the purposes of Clause 54 - (No Set-off or Tax Deduction) and this Clause 62 - (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<br> (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
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(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<br> taxation authority in any other jurisdiction.
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"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 Weco Charterer).

62.2	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:
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(i)	confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and
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(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<br> applicable) and any 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<br> intergovernmental agreements) as the requesting party reasonably requests for the purpose of the requesting party's compliance with FATCA.
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(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<br> subsequently becomes aware 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<br> revised form, as applicable, reasonably promptly.
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(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<br> that party, any 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<br> excuse any 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<br> forms) shall 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<br> information is insufficient under FATCA, then:
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(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<br> it is a FATCA Non-Exempt Party; and
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(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<br> thereunder) as if its applicable passthru percentage is 100%,
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until (in each case) such time as the party in question provides sufficient confirmation, forms, documentation or other information to establish the relevant facts.

62.3	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<br> that the Charterers 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<br> FATCA.
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(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<br> Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required.
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(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<br> accordingly. Within 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<br> that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental or taxation authority.
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(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<br> pay additional 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<br> additional amounts, 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.
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62.4	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.

62.5	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 62.3 (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 63 - ASSIGNMENT AND TRANSFER

63.1	The Charterers shall not assign this Charter except with the Owners' prior consent in writing.
63.2	The Owners may assign any of their rights or transfer by novation any of their rights and obligations under the Leasing Documents<br> 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<br> that such consent shall not be required if such assignment, transfer and/or sale is made:
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(i)	at such time following the occurrence of a Termination Event which is continuing; or
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(ii)	to an affiliate of the Owners. Provided always that, notwithstanding such assignment, transfer or sale, this Charter will continue (or will be novated to the applicable new owner)<br> on identical terms (save for logical, consequential or mutually agreed amendments).
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63.3	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<br> under this Charter (where applicable, as 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<br> which is a party to a Leasing Document:
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(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
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(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<br> thereunder remaining in full force and effect (or to be novated and/or executed) as from the completion of the relevant assignment, transfer or sale.
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63.4	Without limiting the generality of Clause 63.2:
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(a)	the Owners are entitled to enter into certain funding arrangements with their financier(s), including but not limited to, an affiliate of the Owners or<br> 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 adverse effect of<br> the Charterers' rights and obligations under the Leasing Documents; and
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(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);
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(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,<br> trustee or nominee);
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(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<br> the Mortgagee (or its agent, trustee or nominee); and
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(iv)	enter into any other document or arrangement which is necessary to give effect to such financing arrangements;
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(c)	the Charterers undertake to comply, and provide such information and documents and all necessary assistance required to enable the Owners to comply,<br> with all such instructions or directions in regard 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<br> Charter by the Mortgagee (or its agent, trustee or nominee) in conformity with any Financial Instrument. The Charterers further agree to acknowledge each Financial Instrument and such other documents as may be required pursuant to<br> each such Financial Instrument that may be required by the Mortgagee (or its agent, trustee or nominee); and
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(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<br> effect) may be effected without the Charterers' consent, provided always that, in the event of change in the registered or beneficial ownership of the Vessel, notwithstanding such change, this Charter would continue on identical terms<br> (save for logical, consequential or mutually agreed amendments). The Guarantor and the Charterers shall (where applicable) remain jointly and severally liable to the aforesaid new owner of the Vessel for its performance of all<br> 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<br> shall reasonably require to complete or perfect the transfer of the Vessel (with the benefit and burden of this Charter) pursuant to this Clause.
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(e)	All expenses arising out of assignment or transfer of this Charter as per Clause 63 - (Assignment and Transfer) shall be for the Owner's<br> account subject to no Termination Event or Potential Termination Event having occurred or being continuing at the relevant time.
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CLAUSE 64 - 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 for the Owners) shall be applied in the following order of application against amounts payable under the Leasing Documents:

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(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<br> enforcement of the 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<br> amounts comprising the Termination Sum as the Owners may determine; and
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(c)	thirdly, any amounts remaining after the application of 64(a) and 64(b) above, shall be paid to the Charterers, but subject always to the terms of the General Assignment.
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CLAUSE 65 - 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<br> 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<br> any non-contractual obligation arising out of or in connection with this Charter) (a "Dispute") shall be referred to and finally resolved by arbitration in London in accordance with the<br> 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 65 - (Governing Law and Enforcement).<br> 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.
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(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<br> 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) and send notice of such<br> 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<br> 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<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<br> a sole 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<br> arbitrator. If the two 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<br> fourteen (14) days of such request.
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(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.
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(e)	The language of the arbitration shall be English.
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(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<br> with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
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CLAUSE 66 - 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<br> arrangements between them, 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<br> warranty that is not expressly set out in this Agreement or in any other Leasing Document.
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CLAUSE 67 - DEFINITIONS

67.1	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 Alpha Bank S.A. 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.

"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.

"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.

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"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, Maersk Broker, Arrow Shipbrokers, Howe Robinson, Braemar ACM Ship Broking, Fearnleys or any other reputable shipbroker nominated by the Charterers and approved by the Owners from time to time.

"Approved Sub-charter" means the Weco Charter, the Substitute Charter or any other charter as may be approved by the Owners in writing in accordance with this Charter.

"Approved Sub-charterer" means the Weco Charterer and any sub-charterer under any other Approved Sub-charter.

"Arrangement Fee" has the meaning given to that term in Clause 42.1.

"Associated Vessel" means any ship or vessel (including, but not limited to, the Vessel and the 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 the Other Owners to subsidiaries or affiliates of the Guarantor.

"Breakfunding Costs" means all breakfunding costs and expenses 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.

"Business Day" means a day on which banks are open for business in the principal business centres of Hong Kong, Shanghai, Germany 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<br> open in New York City; and
(b)	in relation to the fixing of an interest rate in relation to the Owners' Costs, also a day which is a US Government Securities Business Day.
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"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.

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"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 the physical delivery of the Vessel from the Owners to the Charterers pursuant to the terms of this Charter.

"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;
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(ii)	any compensation payable in the event of requisition of the Vessel for hire;
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(iii)	any remuneration for salvage and towage services;
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(iv)	any demurrage and detention moneys;
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(v)	damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Vessel; and
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(vi)	all moneys which are at any time payable under any Insurances in respect of loss of hire (if any); and
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(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<br> receipts of the relevant pooling or sharing arrangement which is attributable to the Vessel.
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"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 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.

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"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<br> relates to any Environmental Law; or
(b)	any claim by any other person which relates to an Environmental Incident,
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and "claim" means a claim for damages, compensation, fines, penalties or any other 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,<br> land or soils (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<br> water from a vessel 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<br> potentially liable 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<br> administrative action; or
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(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<br> surface water otherwise 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<br> allegedly at fault or otherwise liable to any legal or administrative action.
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"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 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.

"Escrow Agent" has the meaning given to such term in the MOA.

"Escrow Agreement" has the meaning given to such term in the MOA.

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"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.

"ETS and Fuel EU Maritime Letter" shall have the meaning as defined under Clause 40.5(c).

"Existing BBC" has the meaning given to such term in the MOA.

"Existing Charterer" has the meaning given to such term in the MOA.

"Existing Owner" has the meaning given to such term in the MOA.

"Existing Other Charter A" means, the bareboat charterparty dated 23 November 2021 and entered into between Other Owner A and Other Charterer A, as amended and/or supplemented from time to time.

"Existing Other Charter B" means, the bareboat charterparty dated 23 November 2021 and entered into between Other Owner B and Other Charterer B, as amended and/or supplemented from time to time.

"Existing Other Charters" means, collectively Existing Other Charter A and Existing Other Charter B.

"Existing Sub-BBC" has the meaning given to such term in the MOA.

"Existing Time Charter" has the meaning given to such term in the MOA.

"Fee Letter" means the fee letter referred to under Clause 42.1 for payment of the Arrangement Fee.

"Final Purchase Option Price" means an amount equal to fifty per cent. (50%) of the Opening Capital Balance.

"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;
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(c)	under any acceptance credit, guarantee or letter of credit facility made available to the debtor;
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(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<br> course of business) or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;
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(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<br> such transaction is 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<br> references to the debtor referred to the other person.
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"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 the 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 the 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.

"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 Approved 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 the Guarantor and its Subsidiaries from time to time.

"Guarantee" means the guarantee executed or to be executed by the Guarantor in favour of the Owners securing, amongst others, the Charterers' obligations in connection with the Leasing Documents.

"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.

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"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 that Hire Period 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" has the meaning given to that term in the MOA.

"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<br> otherwise in relation 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<br> the relevant policy, contract of insurance or entry has expired on or before the date of this Charter.
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"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<br> Term SOFR is available) which is less than the Hire Period; or
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(ii)	if no such Term SOFR is available for a period which is less than the Hire Period, SOFR for a day which is no more than five (5) US Government Securities Business Days (and no less<br> than two (2) US Government Securities Business Days) before the Quotation Day; and
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(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<br> Term SOFR is available) which exceeds the Hire Period.
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"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:

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(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 that Hire Period; or
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(ii)	if no such Term SOFR is available for a period which is less than that Hire Period, SOFR for the day which is two (2) US Government Securities Business Days before the Quotation<br> Day; and
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(b)	the applicable Term SOFR (as of the Quotation Day in respect of that Hire Period) for the shortest period (for<br> which Term SOFR is available) which exceeds that Hire Period.
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"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.

"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.

"Leasing Documents" means this Charter, the MOA, the Security Documents and the Escrow Agreement.

"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).
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"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.

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"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 Owners' Costs prevailing as at the Mandatory Sale Date;
(b)	any Variable Charterhire accrued as at the date of payment of the Mandatory Sale Price;
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(c)	(in case of Clause 36.13, Clause 37.3 or Clause 54.5) if the Mandatory Sale Date occurs on or before the third (3^rd^) anniversary of the Commencement Date, one per cent. (1.00%) of the Owners' Costs as at the relevant date;
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(d)	any Breakfunding Costs;
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(e)	any properly documented legal or other costs incurred by the Owners in connection with the exercise of the Mandatory Sale; and
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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.

"Margin" means two point six per cent. (2.6%) per annum.

"Market Disruption Rate" means the Reference Rate.

"Market Value" means:

(a)	subject to sub-paragraph (b) below, the arithmetic mean of the valuations shown by two (2) valuation reports prepared:
(i)	in Dollars;
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(ii)	on a date no later than thirty (30) days after the relevant Market Value Test Date;
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(iii)	with or without physical inspection of that Vessel; and
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(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<br> contract of employment,
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and such reports shall be prepared by Approved Valuers one nominated by the Owners and one nominated by the Charterers (but addressed to the Owners); and

(b)

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 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 (except that the third valuation report additionally required under this paragraph (b) shall be prepared by an Approved Valuer nominated by the Owners).

CMBFL Top Ships II BBC Additional Clauses (ECO MARINA DEL REY) SINGAPORE/91162882v1

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"Market Value Test Date" has the meaning given to it under Clause 46.1(q).

"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 Guarantor and its Subsidiaries 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
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(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<br> under any of the Leasing Documents.
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"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 41.10.

"Net Trading Proceeds" has the meaning given to it under Clause 41.10.

"Obligatory Insurances" means any insurances of the Vessel required to be effected by or on behalf of the Charterers pursuant to Clause 39 - (Insurance).

"Opening Capital Balance" shall have the same meaning as defined under the MOA.

"Operating Account" means an account in the name of the Charterers with an Account Bank.

"Option Premium" means an amount of US$ 2,000,000 (where applicable, taking into account any payment made by the Charterers to the Owners in accordance with Clause 46.1(y)).

"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 Guarantor's audited consolidated annual financial statement accounts; and (b) with respect to the Charterers, each of their financial statements (in the case of the Guarantor, audited) for the financial year ended 31 December 2022 (and if such statements are not in English, they shall be accompanied by a certified English 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 A" means, the bareboat charterparty dated 11 January 2024 and entered into between Other Owner A and Other Charterer A, as amended and/or supplemented from time to time.

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"Other Charter B" means, the bareboat charterparty dated 11 January 2024 and entered into between Other Owner B and Other Charterer B, as amended and/or supplemented from time to time.

"Other Charters" means Other Charter A and Other Charter B.

"Other Charterers" means, collectively:

(a)	in relation to Other Vessel A, Julius Caesar Inc., a corporation incorporated under the laws of the Republic of Marshall Islands whose registered address is at Trust Company<br> Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 ("Other Charterer A"); and
(b)	in relation to Other Vessel B, Legio X Inc., a corporation incorporated under the laws of the Republic of Marshall Islands whose registered address is at Trust Company Complex,<br> Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 ("Other Charterer B").
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and, each or any of them, as the context may require, an "Other Charterer".

"Other Owners" means, collectively:

(a)	in relation to Other Vessel A, Sea 268 Leasing Co. Limited, a company incorporated under the law of Hong Kong with company number 3053427 ("Other<br> Owner A"); and
(b)	in relation to Other Vessel B, Sea 269 Leasing Co. Limited, a company incorporated under the law of Hong Kong with company number 3053475 ("Other<br> Owner B"),
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and, each or any of them, as the context may require, an "Other Owner".

"Other Vessels" mean collectively:

(a)	the very large crude carrier named Julius Caesar with IMO number 9912244 ("Other Vessel A"); and
(b)	the very large crude carrier named Legio X Equestris with IMO number 9912256 ("Other Vessel B"),
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and, each or any of them, as the context may require, an "Other Vessel".

"Owners' Costs" means, on any relevant date, the Opening Capital Balance minus the aggregate Fixed Charterhire which has been paid by the Charterers and received by the Owners as at such date (where applicable, taking into account any payments made by the Charterers to the Owners in accordance with Clauses 46.1(x) and/or 46.1(y)).

"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.

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"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, 36.6 and 36.7 (Charterhire).

"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 a "Security Document" (howsoever defined under the Existing Sub-BBC);
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(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;
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(d)	any lien for salvage;
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(e)	any lien for master's disbursements incurred in the ordinary course of trading;
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(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<br> than thirty (30) days overdue;
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(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<br> where the Owners are prosecuting or defending such action in good faith by appropriate steps; and
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(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<br> Owners or the Charterers in good faith by appropriate steps and in respect of which adequate reserves have been made,
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provided that the foregoing have not arisen due to the default or omission of any Relevant Person.

"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 a determination of the Owners 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.

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"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)
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(i)
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(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;

(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<br> no successor administrator 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
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(iv)	the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or
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(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<br> be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:
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(i)	the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Parties) temporary;
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(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 Owners, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Charter.
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"Purchase Option" means the purchase option referred to in Clause 51.1.
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"Purchase Option Date" shall have the meaning ascribed thereto in Clause 51.2.
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"Purchase Option Fee" means:
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(a)	if the Purchase Option is exercised on or after the first (1st) anniversary of the Commencement Date and before the second (2nd) anniversary of the Commencement Date, one point<br> eight per cent. (1.80%) of the Owners' Costs on the applicable Purchase Option Date;
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(b)	if the Purchase Option is exercised on or after the second (2nd) anniversary of the Commencement Date and up to, inclusive, the third (3rd) anniversary of the Commencement Date, one<br> point five per cent. (1.50%) of the Owners' Costs on the applicable Purchase Option Date;
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(c)	if the Purchase Option is exercised after the third (3rd) anniversary of the Commencement Date zero per cent. (0%) of the Owners' Costs as at the applicable Purchase Option Date.
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"Purchase Option Notice" shall have the meaning ascribed thereto in Clause 51.2.
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"Purchase Option Price" means, in respect of any Purchase Option Date:
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(a)	if the Purchase Option Date falls on any Payment Date on or after the first (1^st^) anniversary of the<br> Commencement Date but prior to the last day of the Charter Period, the aggregate of:
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(i)	the Owners' Costs prevailing as at the relevant Purchase Option Date;
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(ii)	any Variable Charterhire accrued but unpaid as at the date of payment of the Purchase Option Price;
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(iii)	any Purchase Option Fee;
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(iv)	any Breakfunding Costs;
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(v)	any documented legal or other costs incurred by the Owners in connection with the exercise of the Purchase Option under Clause 51 - (Purchase Option); and
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(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 Purchase Option Date,
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(b)	if the Purchase Option Date falls on the last day of the Charter Period, the aggregate of:
(i)	the Final Purchase Option Price;
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(ii)	any Charterhire accrued but unpaid as at the date of payment of the Purchase Option Price;
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(iii)	any documented legal or other costs incurred by the Owners in connection with the exercise of the Purchase Option under Clause 51 - (Purchase Option); and
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(iv)	aside from the amounts described under paragraphs (i) to (iii) above, any other moneys due and owing under the Leasing Documents at the relevant Purchase Option Date.
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"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).

"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 as of the relevant Quotation Day and for a period equal in length to the relevant Hire Period; or
(b)	as otherwise determined pursuant to Clause 36.5A,
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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;
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(c)	any jurisdiction where it conducts its business; and
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(d)	any jurisdiction whose laws govern the perfection of any of the Leasing Documents entered into by it creating a Security Interest.
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"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.

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"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 Guarantor (in its capacity as the guarantor and the shareholder of the Charterers), any Approved Manager which is an entity within the Group, any sub-charterer which is an entity within the Group 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
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(ii)	any Relevant Nominating Body,
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and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Published 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<br> Rate; or
(c)	in the opinion of the Owners, an appropriate successor or alternative to a Published Rate.
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"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".

"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.
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"Sanctions Authority" means:
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(a)	the United Nations or its Security Council;
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(b)	the United States;
(c)	the European Union or the Council of the European Union;
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(d)	the United Kingdom;
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(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 Weco Charterer when the Vessel is chartered<br> under the Weco Charter or the operation or use of the Vessel by the Weco Charterer (but not any further sub-lessee of the Vessel) when the Vessel is operated by the Weco Charterer (but not any further sub-lessee of the Vessel), in<br> each case unless otherwise specified in Clause 50.3; and
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(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<br> United States Department of State, the U.S. Department of Commerce and the Hong Kong Monetary Authority and His Majesty's Treasury.
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"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) of a Relevant Person 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 the Guarantee, the Account Security, the Shares Security, the General Assignment, the Manager's Undertaking 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 Period" means the period commencing on the date of this Charter 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 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<br> effect of conferring a security interest;
(b)	the security rights of a plaintiff under an action in rem; or
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(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<br> creditors of the debtor 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.
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"Shares Security" means the share charge executed or to be executed by the Guarantor (in its capacity as shareholder of the Charterers) creating a Security Interest over all its shares in the Charterers in favour of the Owners.

"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).

"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.

"Substitute Charter" means a time charter with a duration not less than twelve (12) months, with a daily charterhire not less than US$16,000 and with a charterer approved by the Owners in writing.

"Technical Manager" means Central Shipping Inc., a corporation incorporated under the laws of Marshall Islands with registration number 98339, 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 approved by Weco Charterer, while on time charter to Weco Charterer, and the Owners, thereafter, in writing from time to time as the technical manager of the Vessel.

"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:

(a)	if the Termination Sum is payable to the Owners before the second (2^nd^) anniversary of the<br> Commencement Date, one point eight per cent. (1.80%) of the Owners' Costs as at the relevant date;
(b)	if the Termination Sum is payable to the Owners on or after the second (2^nd^) anniversary of the<br> Commencement Date and up to the third (3^rd^) anniversary, inclusive, of the Commencement Date, one point five per cent. (1.50%) of the Owners' Costs as at<br> the relevant date; and
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(c)	if the Termination Sum is payable after the third (3^rd^) anniversary of the Commencement Date, one<br> per cent. (1.00%) of the Owners' Costs as at the relevant date,
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provided always that, if the Charterers' obligation to pay the Termination Sum arises (solely and directly) as a result of any breach under Clause 45.1 (q)(iv), (y) and (z)(i), of Clauses 46.1 (j) and (o) or 49.1(o) caused by the Approved Sub-charterer's acts or omissions, then the applicable Termination Fee shall be one per cent. (1.00%) of the Owners' Costs as at the relevant date.

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"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 Owners' Costs 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;
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(c)	the Termination Fee;
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(d)	any Breakfunding Costs;
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(e)	any and all evidenced and documented direct costs, losses and liabilities incurred by the Owners as a result of the early<br> termination of the leasing under this Charter including but not limited to any legal costs, any agency or broker fees incurred in attempting to re-charter or otherwise dispose of the Vessel;
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(f)	any and all documented costs, losses and liabilities incurred by the Owners in locating, repossessing, recovering, repositioning, berthing, insuring and<br> 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<br> to, for carrying out any works or modifications or repairs reasonably required to cause the Vessel to conform with the provisions relating to redelivery as required under Clause 41.6); and
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(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<br> default interest on amounts under (a) to (f) above,
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"Total Loss" means:
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(a)	actual, constructive, compromised, agreed or arranged total loss of the Vessel;
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(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<br> 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<br> 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
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(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<br> redelivered within thirty (30) days to the full control of the Owners or the Charterers.
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"Total Loss Date" means, in relation to the Total Loss of the Vessel:
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(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:
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(i)	the date on which a notice of abandonment is given to the insurers;
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(ii)	the date when the Vessel was last heard of; and
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(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<br> Loss; and
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(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<br> 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<br> 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<br> 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<br> the Owners or the Charterers; and
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(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<br> control of the Owners or the Charterers, the date falling on the expiration of such days.
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"Total Loss Payment Date" means, following the occurrence of a Total Loss, the earlier of:
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(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
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(b)	the date on which the Owners receive the Total Loss Proceeds.
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"Total Loss Proceeds" means the proceeds of any policy or contract of insurance or any Requisition Compensation in each case arising in<br> respect of a Total Loss.
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"US" means the United States of America.
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"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<br> the entire day for purposes of trading in US Government securities.
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"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.

"Variable Charterhire" shall have the meaning as defined under paragraph (b) of Clause 36.5.

"Vessel" means m.v. Eco Marina Del Rey, the 50,000 DWT scrubber fitted product tanker with IMO number 9798349.

"Weco Charter" means a time charter entered into between the Charterers and the Weco Charterer as time charterer dated 7 December 2022 in relation to the Vessel, as amended and supplemented from time to time.

"Weco Charterer" means Weco Tankers A/S or any other nominee nominated as the charterers under the Weco Charter (which is acceptable to the Owners) in accordance with the terms of the Weco Charter.

67.2	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.
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67.3	Construction
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Unless a contrary indication appears, in this Charter:

the "Approved Manager", the "Charterers", the "Guarantor",<br> any "Relevant Person", the "Owners", any "Other Charterer", any "Other Owner",<br><br><br><br><br><br><br><br><br> 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<br> 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<br> 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,<br> filing, 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;
---
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---	---

"continuing" means, in relation to any Termination Event, a Termination Event which has not been waived by the Owners and in relation to any<br> Potential Termination Event, a Potential Termination Event which has not been waived by the Owners or remedied to the satisfaction of the Owners;
"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 Owners' Costs or any part thereof is a reference to the average cost (determined either on an<br> 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 Owners' Costs or any part thereof for a period equal in<br> length to the Hire Period of the Owners' Costs 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<br> tax;
---
"gross negligence" means a form of negligence which is distinct from ordinary negligence, in which the due diligence and care which are<br> 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<br> 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;
---
"liability" includes every kind of debt or liability (present or future, and including contingent liabilities only in the case of Clause<br> 49.1(g)(ii), Clause 53 - (Indemnities) and the definition of "Financial Indebtedness"), whether incurred as principal or surety or otherwise;
---
"months" shall be construed in accordance with Clause 67.4 (Meaning of "month");
---
"person" includes any company; any state, political sub-division of a state and local or municipal authority; and any international<br> organisation;
---
"policy", in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of<br> insurance or its terms;
---
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---	---

"protection and indemnity risks" means the usual risks covered by a protection and indemnity association which is a member of the<br> 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<br> 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<br> 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<br> 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<br> 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.
---
67.4	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<br> month, on the 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<br> numerically corresponding day;
---	---

and "month" and "monthly" shall be construed accordingly.

67.5	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<br> any 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
---	---
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---	---

(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.

67.6	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<br> 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<br> 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<br> 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)<br> (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<br> of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls)(1/10/83).
---
67.7	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.

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SCHEDULE 1

        ACCEPTANCE CERTIFICATE

PCH DREAMING 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 Marina Del Rey", registered in the name of SEA 179 LEASING CO. LIMITED (the "Owners") under the flag of the Marshall Islands with IMO number 9798349 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:

for and on behalf of

PCH DREAMING INC.

Dated:

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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).
---	---
1.2	If required, a copy of the resolutions of the board of directors (or equivalent) of each Relevant Person (other than the<br> Other Charterers):
---	---
(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<br> 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<br> Leasing Documents 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<br> 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<br> 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,<br> complete and in full force and effect as at a date no earlier than the date of this Agreement.
---	---
2	Documents and other security
---	---
2.1	A duly executed original of each Leasing Document (except the General Assignment, the Manager's Undertaking and the Escrow Agreement) and of each<br> document to be delivered under each of them.
---	---
2.2	Agreed forms of 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	Valuation of Vessel
---	---

Valuation(s) of the Vessel, addressed to the Owners and dated not earlier than thirty (30) days before the Commencement Date indicating the Initial Market Value.

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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<br> listed in paragraphs 2.1 and 2.2 of Part A of this Schedule, 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 paragraphs 2.1 and 2.2<br> of Part A this Schedule, concerning the laws of the 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.
---	---
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)<br> from the relevant 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<br> documents required under the ISM Code and the ISPS Code (including, without limitation, an ISSC and IAPPC).
---	---
7	Existing BBC, Existing Sub-BBC and Existing Time Charter
---	---
7.1	A copy of the executed Existing BBC (and any addendums thereto).
---	---
7.2	A copy of the executed Existing Sub-BBC (and any addendums thereto).
---	---
7.3	A copy of the executed Existing Time Charter (and any addendums thereto).
---	---
8	Weco Charter
---	---
8.1	A copy of the executed Weco Charter (and any addendums thereto).
---	---
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---	---

8.2	Evidence to the satisfaction of the Owners that the Weco Charterer consents to the sale and leaseback of the Vessel contemplated by the Leasing Documents.
9	Escrow Agreement
---	---

A copy of the duly executed Escrow Agreement in form and substance acceptable to the Owners.

10	Deed of Release

An agreed form deed of release discharging (i) all of the Charterers' obligations under the Existing Sub-BBC and documents conferring Security Interests entered into in connection with the Existing Sub-BBC and (ii) all Security Interests encumbering the Vessel or any part thereof (if any), in such form as is satisfactory to the Owners.

11	Others
11.1	Evidence that the Arrangement Fee and all other fees, costs and expenses then due from the Charterers to the Owners under the Leasing Documents have been paid<br> and received by the Owners.
---	---
11.2	Documentary evidence that the "Delivery" (as defined under each Other Charter) has occurred.
---	---
11.3	Copies of the Original Financial Statements.
---	---
11.4	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<br> your customer" or similar identification procedures in relation to the Leasing Documents.
---	---
11.5	A copy of any other consents, approvals, authorization or other document, opinion or assurance which the Owners consider to be reasonably desirable in<br> 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.
---	---
11.6	If required, evidence that any process agent referred to under the Leasing Documents has accepted its appointment.
---	---
11.7	If any, evidence to the satisfactory to the Owners that the Delivery Shortfall (as defined in the MOA) has been so deposited into the Escrow Account (as defined<br> in the MOA) or paid to the Existing Charterer no later than one (1) Business Day prior to the Prepositioning Date.
---	---
11.8	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<br> maritime entity under the laws of the Flag State (with such cost to be borne by the Charterers).
---	---
11.9	Such other documents as the Owners may require by giving notice to the Charterers.
---	---
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---	---

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 Relevant Person (other than the Other Charterers) certifying that each copy document provided under paragraph 1 of Part A of<br> Schedule 2 of the MOA remains correct, complete 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<br> Commencement Date.
---	---
2	Security Documents
---	---
2.1	Duly executed and dated copies of 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<br> applicable law within the prescribed period contained in such Security Documents.
---	---
3	Delivery and title registration of the Vessel
---	---
3.1	Documentary evidence that the Vessel is or will be:
---	---
(a)	definitively and permanently registered in the name of the Owners under the flag of the Flag State;
---	---
(b)	in the absolute and unencumbered ownership of the Owners;
---	---
(c)	unconditionally delivered by the Existing Owner to the Existing Charterer (or its nominee) pursuant to the terms of the Existing BBC, 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 Existing Owner<br> (and where executed by an attorney 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 Existing Charterer;
---	---
(d)	where applicable, unconditionally delivered by the Existing Charterer to the Charterers pursuant to the terms of the Existing Sub-BBC, 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 Existing<br> Charterer (and where executed by an attorney of the Existing Charterer, together with such original or a copy of the notarized and legalised copies (if required by the Flag State) of the Existing Charterer's power of attorney); and
---	---
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---	---

(ii)	the original (if required by the Flag State) or a copy of the protocol of delivery and acceptance duly executed by the Existing Charterer and the Charterers;
(e)	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<br> include without 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' ownership of the Vessel<br> and that the Vessel is free from registered encumbrances and mortgages;
---	---
(ii)	where applicable, 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<br> the Charterers (and where executed 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
---	---
(iii)	where applicable, 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
---	---
(f)	delivered to the Weco Charterer in accordance with the Weco Charter.
---	---
3.2	The commercial invoice of the Vessel.
---	---
4	Deed of Release
---	---

Duly executed copy of the deed of release referred to in paragraph 10 of Schedule 2, Part A of this Charter.

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<br> the Owners.
---	---
5.2	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<br> 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.

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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 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<br> to insurances as set out in Clause 39 - (Insurance) acknowledged by the relevant insurer, insurance broker, protection and indemnity association or war risks association (as the case may be),<br> each in the 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.
---	---
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---	---

EXECUTION PAGE

OWNERS
SIGNED by		)	/s/ CUI Wanying
duly authorized		)	CUI Wanying
for and on behalf of		)	Attorney-in-fact
SEA 179 LEASING CO. LIMITED		)
		)
in the presence of:	/s/ So Yuet Sum Serena	)
Witness' signature:	So Yuet Sum Serena	)
Witness' name:	Suites 4610-4619 Jardine House	)
Witness' address:	1 Connaught Place, Hong Kong	)
CHARTERERS
SIGNED by		)	/s/ Alexandros Tsirikos
duly authorized		)	Alexandros Tsirikos
for and on behalf of		)	Attomey-in-Fact
PCH DREAMING INC.		)
		)
in the presence of:		)
Witness' signature:	/s/ Dimitra Karkaletsi	)
Witness' name:	Dimitra Karkaletsi	)
Witness' address:	1 Vasilissos Sofias Street	)
	& Meg. Alexandrou Street,
	15124 Maroussi-Athens, Greece
CMBFL Top Ships II<br><br> BBC Additional Clauses (ECO MARINA DEL REY)<br><br> SINGAPORE/91162882v1
---

Exhibit 4.36

EXECUTION VERSION

Dated 11 January 2024

TOP SHIPS INC.

as Guarantor

and

SEA 179 LEASING CO. LIMITED

as Owner

GUARANTEE

relating to

a Bareboat Charter of the vessel m.v. Eco Marina Del Rey

dated 11 January 2024

Clause	Index	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	Governing Law and Enforcement	19
Schedules
Schedule 1 Form of compliance Certificate		21

CMBFL Top Ships II

Guarantee (Eco Marina Del Rey)

SINGAPORE/91161127v1

THIS GUARANTEE is made on 11 January 2024

PARTIES

(1)	TOP SHIPS 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)	SEA 179 LEASING CO. LIMITED, a company incorporated under the laws of Hong Kong whose registered office is at 46/F, Champion Tower, 3 Garden<br> Road, Central, Hong Kong (the "Owner" which expression includes its successors and assigns)
---	---

BACKGROUND

(A)	By a bareboat charter dated 11 January 2024 (the "Bareboat Charter") and made between (i) the Owner, as owner and (ii) PCH DREAMING 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, as charterer (the "Charterer"), the Owner has agreed to<br> bareboat charter one (1) oil/chemical tanker named m.v. "Eco Marina Del Rey" with IMO no. 9798349 (the "Vessel") to the Charterer pursuant to the terms and conditions contained therein.
(B)	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 the 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:

"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:

CMBFL Top Ships II<br><br> <br>Guarantee (Eco Marina Del Rey)<br><br> <br>SINGAPORE/91161127v1

(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 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;
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(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
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(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.
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2.2	No limit on number of demands
---	---

The Owner may serve more than one demand under Clause 2.1 (Guarantee and indemnity).

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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;
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(c)	any release or loss (even though negligent) of any right or Security Interest created by any Leasing Document;
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(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
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(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.
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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.

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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
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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;
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(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.
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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 for 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.

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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;
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(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.
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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<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 relates.

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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.
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(b)	The Guarantor is not a FATCA foreign financial institution ("FFI") or a US Tax Obligor.
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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.
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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
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(c)	any contractual or other obligation or restriction which is binding on the Guarantor or any of its assets.
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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.

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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.

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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.
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(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.
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(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:
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(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.
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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 or threatened 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.

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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 permitted under the Bareboat Charter, the shares of the Guarantor are traded on the NASDAQ or Over the Counter (OTC); and
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(b)	the Guarantor is an entity reporting with the U.S. Securities and Exchange Commission.
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11	UNDERTAKINGS
---	---
11.1	General
---	---

The Guarantor undertakes with the Owner to comply with the following provisions of this Clause 11 (General) at all times during the Security Period, except as the Owner may otherwise permit.

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<br> that 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;
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(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<br> Guarantor for that financial year; and
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(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 director of the Guarantor.
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11.4	Form of financial statements
---	---

All accounts (audited and unaudited) delivered under Clause 11.3 (Provision of financial statements) will:

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(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;
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(c)	fully disclose or provide for all significant liabilities of the Group; and
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(d)	If not in the English language, be accompanied by an English translation duly certified as to its correctness.
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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<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.
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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.

11.9	Notification of damage or default

The Guarantor:

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(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<br> may be expected to result, in repairs on the Vessel which exceed $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 Potential Termination Event or 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<br> and maintain a sanctions compliance policy to ensure compliance with all such laws and regulations implemented from time to time.
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(b)	The Guarantor:
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(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<br> Person 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<br> compliance with such laws.
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(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<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 Weco Charterer pursuant to the Weco 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.
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(d)	The Guarantor shall, and shall procure that each other Relevant Person and their respective officers, directors and employees, will:
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(i)	conduct its business in compliance with all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;
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(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;
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(iii)	in respect of the Charterers, not use, or permit or authorize any person to directly or indirectly use, the Opening Capital Balance for any purpose that would breach any Anti-Money Laundering Laws,<br> Anti-Terrorism Financing Laws and/or Business Ethics Laws; and
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(iv)	not lend, invest, contribute or otherwise make available the Opening Capital Balance 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.
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11.13	No Security Interests
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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.

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 seventy five per cent (75%).
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(b)

The Guarantor shall ensure that all time during the Security Period the Liquid Funds shall not be less than $500,000 multiplied by the number of the Fleet Vessels which are fully owned by the Guarantor ("100% Owned Vessels") or leased or operated (including those under a capital lease or operating lease with a purchase option at the end of the relevant charter period) by the Guarantor and/or any member of the Group.

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.
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"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 the Group.

"Market Value" means, in relation to any Fleet Vessel at any relevant time (the "Market Value Test Date")

(a)	subject to sub-paragraph (b) below, the arithmetic mean of the valuations shown by two (2) valuation reports prepared:
(i)	on a date no later than thirty (30) days after the Market Value Test Date;
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(ii)	with or without physical inspection of that Vessel;
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(iii)	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 one nominated by the Owners and one nominated by the Charterers.

(b)

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 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 (except that the third valuation report additionally required under this sub-paragraph (b) shall be prepared by an Approved Valuer nominated by the Owners).

CMBFL Top Ships II Guarantee Eco Marina Del Rey SINGAPORE/91161127v1

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"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 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 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, a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 11.14

      \(Financial covenants\) on each testing date, being 31st December in each calendar year; 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.
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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; 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.
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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.

14	CMBFL Top Ships II<br><br> <br>Guarantee Eco Marina Del Rey<br><br> <br>SINGAPORE/91161127v1

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 share capital (whether in cash or in kind) upon the occurrence of a Termination Event described in clause 49 of the Bareboat Charter.

11.21	Notification of Financial Indebtedness

The Guarantor shall promptly notify the Owner if the Guarantor agrees to provide any new financial covenants to a creditor (or to amend existing ones such that they materially differ from the financial covenants under Clause 11.14 (Financial Covenants) of this Guarantee, placing such creditor in a position which is comparatively more favourable in terms of the financial covenants than the position of the Owner) under the agreements entered into or to be entered into in connection with any Financial Indebtedness owed by the Guarantor or Group member to such creditor and agrees that it will promptly enter into such necessary documentation as may be required to amend and supplement this Guarantee and any applicable Leasing Document so as to reflect and incorporate such more favourable financial covenants into this Guarantee and any applicable Leasing Document.

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;
---	---

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 (Shanghai time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.

15	CMBFL Top Ships II<br><br> <br>Guarantee Eco Marina Del Rey<br><br> <br>SINGAPORE/91161127v1

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 and 16), being an agreement referring to this Guarantee.

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.

16	CMBFL Top Ships II<br><br> <br>Guarantee Eco Marina Del Rey<br><br> <br>SINGAPORE/91161127v1

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	CMBFL Top Ships II<br><br> <br>Guarantee Eco Marina Del Rey<br><br> <br>SINGAPORE/91161127v1

14	ASSIGNMENT
14.1	Assignment by Owner
---	---

Clause 63 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:

TOP SHIPS INC.

Attention: Alexandros Tsirikos

Email:

Tel:

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 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.

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 of the Bareboat Charter.

18	CMBFL Top Ships II<br><br> <br>Guarantee Eco Marina Del Rey<br><br> <br>SINGAPORE/91161127v1

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);
---	---

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	GOVERNING LAW AND ARBITRATION
17.1	Governing law
---	---

This Guarantee and any non-contractual obligations arising out of or in connection with it are governed by English law.

17.2	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 17 (Governing Law and Arbitration). The arbitration shall be conducted<br> in accordance with the London Maritime Arbitrators Association ("LMAA") Terms current at the time when the arbitration proceedings are commenced.
---	---
19	CMBFL Top Ships II<br><br> <br>Guarantee Eco Marina Del Rey<br><br> <br>SINGAPORE/91161127v1
---	---

(b)	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 other<br> 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<br> 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<br> 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<br> 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 arbitrators so appointed are<br> 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 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.

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SCHEDULE 1

FORM OF COMPLIANCE CERTIFICATE

To:

SEA 179 LEASING CO. LIMITED

From:

TOP SHIPS INC.

Date:

Guarantee dated [●] (the "Guarantee") in respect of a bareboat charter for m.v. "Eco Marina Del Rey"

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<br> Compliance 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 that, at any time during the Security Period, Leverage Ratio was not more than 75 per cent (75%).
---	---
4	We confirm that all time during the Security Period the Liquid Funds was not less than the aggregate of $500,000 multiplied by the number of the Fleet Vessels which are fully owned by the Guarantor or<br> leased or operated (including those under a capital lease or operating lease with a purchase option at the end of the relevant charter period) by the Guarantor and/or any member of the Group. .
---	---

Yours faithfully

Signed:

Co-Chief Financial Officer of

TOP SHIPS INC.

21	CMBFL Top Ships II<br><br> <br>Guarantee Eco Marina Del Rey<br><br> <br>SINGAPORE/91161127v1

EXECUTION PAGE

GUARANTOR
EXECUTED AS A DEED		)
by TOP SHIPS INC.		)
acting by ALEXANDROS TSIRIKOS		)	/s/ Alexandros Tsirikos
being an attorney-in-fact		)
in the presence of:		)
		)
		)
Witness' signature:		)	/s/ Dimitra Karkaletsi
Witness' name:	Dimitra Karkaletsi	)
Witness' address:	1 Vasilissos Sofias Street	)
	& Meg. Alexandrou Street,
	15124 Maroussi-Athens, Greece
OWNER
SIGNED, SEALED AND DELIVERED		)
by SEA 179 LEASING CO. LIMITED		)
acting by CUI Wanying		)	/s/ CUI Wanying
being an attorney-in-fact		)
		)
in the presence of:		)
		)
		)
Witness' signature:	/s/ So Yuet Sum Serena	)
Witness' name:	So Yuet Sum Serena	)
Witness' address:	Suites 4610-4619 Jardine House	)
	1 Connaught Place, Hong Kong
CMBFL Top Ships II<br><br> <br>Signature page to Guarantee – Eco Marina Del Rey
---

Exhibit 4.37

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this "Agreement") is entered into as of July 12, 2024, by and between Evangelos J. Pistiolis, (the "Seller"), and Top Mega Yachts 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 “SVL

        Shares”\) of SEAWOLF VENTURES LIMITED, a Marshall Islands corporation \(the "Company"\), representing all of the issued and outstanding shares of the Company;

WHEREAS, the Company is the owner of the Marshall Islands flagged Motor Yacht “PARA BELLVM”, with IMO number 9993978 (the “Vessel”). The Vessel has gross tonnage of 499 tons with 5 guest cabins, and is able to accommodate 11 guests and 10 crew;

WHEREAS, the Company party to a senior secured loan facility with HSBC Private Bank (Suisse) SA (“HSBC”) dated February 7, 2023 for the financing of the Vessel (the “HSBC Loan”);

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 SVL Shares, representing 100% of the authorized, issued and outstanding shares of the Company, on the terms and conditions herein contained;

WHEREAS, on June 30, 2024, the Seller and the Buyer entered into a letter of intent relating to the prospective purchase of the SVL Shares whereby the Buyer paid the Seller a refundable earnest money deposit of $1,000,000 (the “Deposit”) for a no-shop period until July 30, 2024;

WHEREAS, the Closing Date (defined below) is the date on which control of the Company transfers to the Buyer and on that date the Buyer receives the assets, and incurs or assumes the liabilities of the Company; and

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 SVL 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 SVL 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 SVL Shares to the Buyer at Closing, the Buyer hereby agrees to pay to the Seller the aggregate purchase price of twenty million U.S. Dollars ($20,000,000.00) (the "Purchase Price"), by installment payments (the “Installments”) as follows (with the Deposit being credited towards the Purchase Price):

(a) An amount of $10,100,000.00 (the “First Installment”) shall be paid to the Seller by wire transfer to the account of the Seller no later than July 12, 2024;

(b) An amount of $1,100,000 (the “Second Installment”) shall be paid to the Seller by wire transfer to the account of the Seller on a date that is no later than 30 days after the First Installment;

(c) An amount of $1,100,000 (the “Third Installment”) shall be paid to the Seller by wire transfer to the account of the Seller on a date that is no later than 30 days after the Second Installment;

(d) An amount of $1,100,000 (the “Fourth Installment”) shall be paid to the Seller by wire transfer to the account of the Seller on a date that is no later than 30 days after the Third Installment;

(e) An amount of $1,100,000 (the “Fifth Installment”) shall be paid to the Seller by wire transfer to the account of the Seller on a date that is no later than 30 days after the Fourth Installment;

(f) An amount of $1,100,000 (the “Sixth Installment”) shall be paid to the Seller by wire transfer to the account of the Seller on a date that is no later than 30 days after the Fifth Installment;

(g) An amount of $2,100,000 (the “Seventh Installment”) shall be paid to the Seller by wire transfer to the account of the Seller on a date that is no later than 30 days after the Sixth Installment;

(h) An amount of $1,300,000, including any adjustments as set forth below (the “Final Installment”) shall be paid to the Seller by wire transfer to the account of the Seller on a date that is no later than 30 days after the Seventh Installment.

As promptly as practicable, but no later than the Final Installment date, the Buyer shall cause to be prepared and delivered to the Seller a Closing Statement for the purpose of determining adjustments to the Final Installment due to changes between the Net Working Capital as of March 31, 2024 (the "Reference Date Net Working Capital") to the consolidated Net Working Capital of the Company as of the date immediately prior to Closing ("Closing Net Working Capital").

"Net Working Capital" means the current assets of the Company, reduced by the current liabilities of the Company (excluding the current portion of the HSBC Loan), in each case as determined in accordance with the generally accepted United States accounting principles as of the date hereof (“GAAP”).

If the Closing Net Working Capital exceed Reference Date Net Working Capital, Buyer shall pay to the Seller in the form of adjustment to the Final Installment, the amount of such excess and, if Reference Date Net Working Capital exceeds the Closing Net Working Capital, the Seller shall pay to Buyer, as an adjustment to the Final Installment, such excess.

To the extent any of the above installment payments is due on a day that is not a “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, such payment shall be due on the next succeeding Business Day.

(i) If Top Ships Inc., a Marshall Islands corporation and direct parent company (the “Parent”) of the Buyer or any of its Subsidiaries from the Closing Date onwards raises capital via (i) debt refinancing (only applying to excess proceeds, being the proceeds from the new debt exceeding the debt amount being refinanced), (ii) issuance of any equity interests or (iii) dividends or return of invested capital in any investments, then, in each case, no later than five Business Days after the Parent or such Subsidiary receives the net cash proceeds therefrom, the outstanding Installments shall be prepaid by an amount equal to 100% of the amount of the net cash proceeds from such incurrence or issuance. For the avoidance of doubt, this Section 1.2(i) shall only apply where the terms of such related issuances or debt refinancing incurrence allow for the use of proceeds to be applied to the Installments.

Section 1.3 All payments shall be made to an account nominated by the Seller to the Buyer separately in writing.

Section 1.4 Closing. The consummation of the purchase and sale of the SVL Shares (the "Closing") shall take place at the offices of Central Mare Inc. 20 Iouliou Kaisara Str, 19002, Paiania, Athens, Greece, on a date to be mutually agreed upon by the Parties (the "Closing Date"), but in no event later than October 15, 2024 (the “Cancellation Date”). Such Closing will be evidenced by a deed of transfer of shares signed by the Parties.

Section 1.5 Deliverables. On the Closing Date, subject to the terms and conditions herein contained, (i) the Seller shall deliver to the Buyer (a) the SVL 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") (except the HSBC Shares Pledge (as defined below)) and not including any restrictions on the resale of the SVL 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 SVL Shares; and (ii) the Buyer shall have paid the Purchase Price as set forth in Section 1.2 hereof.

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 ("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 (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 SVL Shares represent all of the authorized, issued and outstanding shares of the Company. All of the SVL Shares are duly authorized, validly issued, fully paid and non-assessable and are owned legally by the Seller and pledged to HSBC in conjunction with the Company’s Term Loan Facility Agreement with HSBC dated February 7, 2023, relating to the financing of the Vessel (the “HSBC Loan”) as per Section 2.6 hereto and pursuant to that certain shares security dated February 7, 2023 (the “HSBC Shares Pledge”). Other than this Agreement, the HSBC Loan and the HSBC Shares Pledge, 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 SVL 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 SVL 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 SVL Shares or any other equity or voting interests in the Company.

Section 2.5 Ownership of the SVL Shares. The Seller is the sole legal owner and holder of, and has good, valid and marketable title to, the SVL Shares to be sold pursuant to this Agreement, free and clear of any Liens (except for the HSBC Shares Pledge). At the Closing, the Seller will transfer, assign and deliver good and marketable title to the SVL Shares to the Buyer, free and clear of all Liens (except for the HSBC Shares Pledge).

Section 2.6 Contracts. The Company is a party to the following Contracts:

The HSBC Loan. The Company has performed all obligations required to be performed by it and is in compliance with all debt covenants with respect to the HSBC Loan, including the payment of capital and interest (true and complete evidence of which has been provided to the Buyer). The Seller has delivered or made available to the Buyer true and complete copies, including all amendments and supplements thereof, of the HSBC Loan, the HSBC Share Pledge and all other security documents relating to its or its affiliates obligations thereunder.

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 Reference Date Balance Sheet. Set forth on Schedule A, is the most recent unaudited Balance Sheet of the Company March 31, 2024 (the “Reference

    Date Balance Sheet”\) which has formed the basis of agreement of the Consideration between the Parties. The Reference Date Balance Sheet is accurate and true in all respects and present the financial position, assets, liabilities and obligations of
    the Company as of March 31, 2024 and have been prepared in accordance with GAAP.

Section 2.10 Bank Accounts. Set forth on Schedule B is a complete and accurate list of all bank accounts, with banks maintained by or on behalf of the Company showing the depository bank and account number.

Section 2.11 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 2.12 Personnel. The Company has no employees.

Section 2.13 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 2.14 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 SVL Shares and of protecting its own interests in connection with the sale of the SVL Shares; (ii) is a sophisticated person with respect to the sale of the SVL 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 SVL 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 SVL

    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 2.15 No General Solicitation. Neither the Seller nor any nominee thereof has offered any SVL 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 2.16 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 2.17 Exemption from Registration. The SVL Shares are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act.

ARTICLE III

REPRESENATIONS AND WARRANTIES OF THE SELLER REGARDING THE VESSEL

The Seller represents and warrants to the Buyer that as of the date hereof and at the Closing Date:

Section 3.1 Title to Vessel. The Company is the registered owner of the Vessel.

Section 3.2 No Encumbrances. The Company and the Vessel are free of all Liens other than the Liens appearing in the ship registry of the Vessel and those arising under the HSBC Loan.

Section 3.3 Condition. The Vessel is (i) adequate and suitable for use by the Company, ordinary wear and tear excepted; (ii) seaworthy in all material respects for hull and machinery insurance warranty purposes and in good running order and repair; (iii) insured against all risks, and in amounts, consistent with common industry practices; (iv) in compliance with maritime laws and regulations; (v) in compliance in all material respects with the requirements of its class and classification society; and (vi) all class certificates of the Vessel are clean and valid and free of recommendations affecting class.

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 III 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 SVL 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 SVL 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 SVL 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 SVL Shares. The Buyer understands that, when delivered to the Buyer at the Closing, none of the SVL Shares will be registered pursuant to the Securities Act and that all of the SVL Shares will constitute "restricted securities" under the federal securities laws of the United States. Each certificate for SVL 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 or the Vessel, to continue to be true and correct; (iii) the Company shall not issue any equity, incur any debt, or enter into any other Contract, without the Buyer's prior written approval; and (iv) The Company shall not cause or, to the extent reasonably within its control, permit any Liens to attach to the Vessel other than in connection with the HSBC Loan.

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 SVL Shares undertaken to be sold to the Buyer by the Seller pursuant to this Agreement, free and clear of all Liens (other than the HSBC Share Pledge), 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.

ARTICLE VI

CONDITIONS TO CLOSING

Section 6.1 Conditions to Obligations of Seller. At the Closing, the obligation of the Seller to sell the SVL 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 III 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 SVL 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.

(d) HSBC Consent. HSBC has consented to the transaction contemplated by the Agreement.

Section 6.2 Conditions to Obligations of Buyer. The obligation of the Buyer to purchase the SVL 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 SVL 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) HSBC Consent. The Seller shall provide to the Buyer or cause to be provided to the Buyer, documentation, in form and substance reasonably acceptable to the Buyer, showing HSBC’s consent to the transaction contemplated by this Agreement.

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, which for the avoidance of doubt, shall include the Deposit and any Installments paid to the Seller. 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:	Via Arona 3, 7500<br><br> <br>St. Moritz, Switzerland<br><br> <br>Email:
If to the Buyer:	c/o Top Ships Inc.<br><br> <br>20 Iouliou Kaisara Str, 19002<br><br> <br>Paiania, Athens-Greece<br><br> <br>Attention: Alexandros Tsirikos<br><br> <br>Facsimile:<br><br> <br>Email:
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

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 facsimile transmission or electronic mail, when receipt is acknowledged and (iii) in the case of mailing, on the third Business Day 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. Facsimile or 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/ Alexandros Tsirikos
Name:	Alexandros Tsirikos
Title:	Director
SELLER
By:	/s/ Evangelos J. Pistiolis
Name:	Evangelos J. Pistiolis
TOP SHIPS INC, in respect Section 1.2(i) only
---	---
By:	/s/ Alexandros Tsirikos
Name:	Alexandros Tsirikos
Title:	Chief Financial Officer, Director

(Signature Page to Seawolf Ventures Limited Share Purchase Agreement)

Schedule A

Reference Date Balance Sheet

(Unaudited)

Schedule B

Bank Accounts

Exhibit 4.38

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”) is entered into as of April 11, 2025, by and between Evangelos J. Pistiolis, (the “Seller”), and Top Mega Yachts 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 EXPLORER INC., a Marshall Islands corporation \(the “Company”\), representing all of the issued and outstanding shares of the Company;

WHEREAS, the Company has entered into a yacht building contract (the “Newbuilding Contract”) with SANLORENZO S.P.A for the newbuilding M/Y Sanlorenzo “1150Exp” Hull No. 158 (the “Vessel”) and a refund guarantee (the “Refund Guarantee” and together with the Newbuilding Contract, the “Pre-delivery Contracts” and each a “Pre-delivery Contract”) has been issued in favor of the Company for the Contract Price (as defined in the Newbuilding Contract) installments (other than the installment described under letter (j) of Clause 3.2.1 of the Newbuilding Contract). The Vessel has a beam of 60 meters and a gross tonnage of 1,150 tons with 6 guest cabins and is able to accommodate 12 guests and 15 crew;

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;

WHEREAS, on November 25, 2024, the Seller and the Buyer entered into a letter of intent relating to the prospective purchase of the Shares whereby the Buyer paid the Seller a refundable earnest money deposit of $4,000,000 (the “Deposit”) for a no-shop period until June 30, 2025;

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.

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 $27,000,000 (the “Purchase Price”), of which $9,345,869 (the “Initial Installment”) is payable at Closing by setting off the Deposit and making an additional payment of $5,345,869, with the balance of the Purchase Price payable by December 31, 2026 in installments, depending on the Buyer’s direct parent company cash surplus (the “Remaining Installments”).

If Top Ships Inc., a Marshall Islands corporation and direct parent company (the “Parent”) of the Buyer or any of its Subsidiaries from the Closing Date onwards raises capital via (i) debt refinancing (only applying to excess proceeds, being the proceeds from the new debt exceeding the debt amount being refinanced), (ii) issuance of any equity interests or (iii) dividends or return of invested capital in any investments, then, in each case, no later than five Business Days after the Parent or such Subsidiary receives the net cash proceeds therefrom, the outstanding Remaining Installments shall be prepaid by an amount equal to 100% of the amount of the net cash proceeds from such incurrence or issuance. For the avoidance of doubt, this shall only apply where the terms of such related issuances or debt refinancing incurrence allow for the use of proceeds to be applied to the Remaining Installments.

Section 1.2 All payments shall be made to an account nominated by the Seller to the Buyer separately in writing.

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. 20 Iouliou Kaisara Str, 19002, Paiania, Athens, Greece, on a date to be mutually agreed upon by the Parties (the “Closing Date”), but in no event later than April 30, 2025 (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 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 paid the Initial Installment to the account nominated by the Seller as set forth in Section 1.2 hereof.

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 (“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 2.3 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 Pre-delivery Contracts (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 Pre-delivery Contracts, including the following:

the Newbuilding Contract with SANLORENZO SPA for the building of the Vessel (as set forth in Schedule A). The Company 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 Newbuilding 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 Pre-Delivery Contracts and to consummate the transactions contemplated herein. This Pre-delivery Contracts have been duly and validly authorized, executed and delivered by the Company.

Section 2.9 Bank Accounts. Set forth on Schedule B is a complete and accurate list of all bank accounts, with banks maintained by or on behalf of the Company showing the depository bank and account number.

Section 2.10 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 2.11 Personnel. The Company has no employees.

Section 2.12 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 2.13 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 2.14 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 2.15 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 2.16 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 PRE-DELIVERY CONTRACTS

The Seller represents and warrants to the Buyer that as of the date hereof and at the Closing Date:

Section 3.1 Title to Pre-Delivery Contracts. The Company shall hold the legal title to, and own the entire beneficial interest in each Pre-delivery Contract.

Section 3.2 No Liens. The Company is, and will continue to be free of all Liens.

Section 3.3 Performance of Pre-delivery Contracts. The Company shall:

(a) observe and perform all its obligations and meet all its liabilities under or in connection with each Pre-delivery Contract;

(b) use all reasonable endeavours to ensure performance and observance by the other parties of their obligations and liabilities under each Pre-delivery 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 Pre-delivery 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 a Pre-delivery 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 4.3 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 4.5 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 4.7 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 Pre-delivery Contracts 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, 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.

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 5.5 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.

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.

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:

(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.

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, which for the avoidance of doubt, shall include the Deposit and any installments paid to the Seller. 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 7.5 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.

If to the Seller:	Via Arona 3, 7500<br><br> <br>St. Moritz, Switzerland<br><br> <br>Email:
If to the Buyer:	c/o Top Ships Inc.<br><br> <br>20 Iouliou Kaisara Str, 19002<br><br> <br>Paiania, Athens-Greece<br><br> <br>Attention: Alexandros Tsirikos<br><br> <br>Facsimile:<br><br> <br>Email:
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

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 facsimile transmission or 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.

(Signature Page Follows)

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

BUYER:
By:	/s/ Alexandros Tsirikos
Name:	Alexandros Tsirikos
Title:	President and Director
SELLER
By:	/s/ Evangelos J. Pistiolis
Name:	Evangelos J. Pistiolis

(Signature Page to Roman Explorer Inc. Share Purchase Agreement)

Schedule A

Newbuilding Contract

Schedule B

Bank Accounts

Exhibit 4.39

Yacht Building Contract

M/Y Sanlorenzo “1150Exp”

Hull No. 158

between

SANLORENZO S.P.A

(Builder)

and

Roman Explorer Inc.

(Buyer)

Contents

1	Definitions and Interpretation	1
2	Subject of Contract	2
3	Contract Price and Payment	5
4	Property	8
5	Buyer’s Decisions and Buyer’s Supplies	8
6	Buyer’s Right of Inspection	10
7	Modifications	13
8	Acceptance Sea Trials	15
9	Delivery of the Yacht	18
10	Liquidated Damages	21
11	Performance Warranties	22
12	Risk and Insurance	25
13	Default by the Buyer	26
14	Default by the Builder	29
15	Limitations	30
16	Warranty	31
17	Assignment	34
18	Intellectual Property	34
19	Patent Infringement	35
20	Law and Jurisdiction	35
21	Notices	36
22	General Provisions	37
Schedule 1 : Specifications		41
Schedule 2 : General Arrangement Plan		42
Schedule 3 : Change Order Form		43
Schedule 4 : Protocol of Final Delivery and Acceptance		45
Schedule 5 : Form of Milestone Certificate		46
Schedule 6 : Buyer’s Decision List		47
Schedule 7 : Form of Refund Guarantee		48

Yacht Building Contract

Dated: 2 May 2024

Between:

(1)	Sanlorenzo S.P.A., a company duly organised and existing in Italy whose registered office is at Via Armezzone 3, Ameglia (La Spezia) Italy, with tax code No. 00142240464, duly represented by its<br> Executive Chairman and Chief Executive Officer, Mr Massimo Perotti (the Builder); and
(2)	Roman Explorer Inc. with address in Marshall Islands at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands, for itself and its legal<br> representatives, successors and assigns (the Buyer)
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(each a Party and together the Parties).

Whereas

(A)	The Builder and the Buyer executed on 11 September 2023 a letter of intent (the LOI) relating to the purchase by the Buyer of a 60.00 metre motor yacht model 1150Exp with Hull No. 158, to be<br> constructed by the Builder.
(B)	The Builder and the Buyer, hereby agree as follows:
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1	Definitions and Interpretation
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In this Contract unless there is something inconsistent with the context the following terms have the meaning indicated below:

Applicable Date means the date of the keel laying;

Banking Days means a day upon which the banks are open for domestic and foreign exchange business in Germany, Italy and Greece

Buyer’s Decisions has the meaning given in Clause 5.1;

Buyer’s Supplies has the meaning given in Clause 5.1;

Classification Society means Lloyd’s Register of Shipping;

Contract Price means the price specified at Clause 3.1 subject to any adjustments as provided by this Contract;

Day or Days means calendar days;

Delivery means the date on which the Yacht is actually delivered by the Builder to the Buyer in accordance with Clause 9 of this Contract.

Flag State means the Flag and the Shipping Registry of Malta;

General Arrangement Plan means the General Arrangement Plan identified and initialled by the Parties on the date hereof and attached hereto as Schedule 2;

Month means a calendar month.

Permissible Delay means any event or circumstance which permits the postponement of the Scheduled Delivery Date for reasons or events set out herein and which will not give rise to any claim on the part of the Buyer for damage;

Protocol of Final Delivery and Acceptance has the meaning given in Clause 9.2;

Regulatory Bodies means those authorities, bodies and entities having regulatory responsibility and authority in respect of the Yacht or specific areas or parts of the Yacht, as the case may be, whether before or after Delivery under this Contract, which are (i) the maritime authorities of the Flag State and (ii) any other national or international regulatory authorities specified in this Contract and in the Specifications;

REG Yacht Code means the Red Ensign Group Yacht Code (for Yacht’s carrying less than twelve (12) passengers) as applicable and as issued by the Red Ensign Group;

Scheduled Delivery Date means 31 May 2027 subject to extension as provided by this Contract and such Scheduled Delivery Date being subject to this Contract having been signed no later than 5 April 2024;

Sea Trial and its plural Sea Trials have the meaning given in Clause 8;

Specifications means the Specifications identified and initialled by the Parties on the date hereof and attached hereto as Schedule 1;

Works means all the services, equipment, materials, activities and things to be supplied or provided and all works done or to be done by the Builder under this Contract; and

Yard means the shipyards and premises belonging to the Builder where the Yacht is being constructed.

Year means the period of twelve (12) consecutive Months from 1 January to the following 31 December.

In this Contract:

Words importing the singular also import the plural and vice versa and words of any gender also import the other genders; and

Reference to either Party includes its successors, administrators and assigns.

Reference to “writing” or “written” includes email but not fax.

2	Subject of Contract
2.1	Yacht’s Description
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2.1.1	The Builder undertakes to design, engineer, build, outfit, launch, complete and deliver to the Buyer one (1) Sanlorenzo 60.00 m Motor Yacht more fully described in Clause 2.1.6 and provisionally<br> known as Hull No. 158 (the Yacht) and the Buyer agrees to purchase and accept delivery of the same for the Contract Price and otherwise upon and subject to the terms and conditions of this Contract,<br> the Specifications and the General Arrangement Plan which are annexed hereto at Schedule 1 and Schedule 2 which form an integral part of this Contract.
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2.1.2	The quality of workmanship and finish of the Yacht’s interior will be performed in accordance with first class Italian yacht building standards and in line with the Builder’s highest standards of quality for this type/size of Yacht and,<br> as a minimum standard, reference shall also be made to the MY Para Bellvm, SLM146/500Exp (the Reference Yacht) but being agreed that this provision only<br> relates to the quality of workmanship and finish and does not provide for the duplication of outfit, installations or interior décor elements, furniture, fabrics and/or materials employed by the Builder on board the Reference Yacht.
2.1.3	The Parties are familiar with the quality contemplated by the Reference Yacht and hereby acknowledge that the same is reflected in the Specifications.
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2.1.4	The Specifications consist of the following documents:
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(a)	the Sales Specifications (Annex A1) and Spec. Review (Annex A2);
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(b)	the List of Variations (Annex B);
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(c)	the Décor Specification (Annex C1) and Crew Area Book (Annex C2);
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(d)	the Entertainment System Spec. (Annex D)
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(e)	the Nav. & Com. Spec. (Annex E)
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(f)	the Book of STD Drawings (Annex F)
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(g)	Domestic Appliances Spec. (Annex G)
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2.1.5	In the event of any conflict between the Contract and the Specifications and/or General Arrangement Plan the following order of precedence shall be applied:
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-	the Contract;
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-	the Specifications; and
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-	the General Arrangement Plan.
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2.1.6	The Yacht shall have the dimensions and characteristics stated in the Specifications, including the following main particulars:
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-	length overall	Approximately 60.00 m
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-	breadth overall	Approximately 10,80 m
-	draft amidship	Approximately 5,40 m
-	gross tonnage	Approximately 1150 GT
-	maximum speed at half load displacement	16 knots
-	main engines	2 x MTU 12V 4000 M63

The speed above mentioned shall be measured at Sea Trial conditions as specified in the Specifications.

2.1.7	The Builder shall design, build, outfit and complete the Yacht in accordance with first class Italian yacht building standards.
2.2	Subcontracting
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2.2.1	The Builder shall be entitled to subcontract any parts (but not the whole) of the Works for the construction of the Yacht to reputable, creditworthy and suitably qualified specialist sub-contractors, provided that the Builder shall<br> nevertheless remain responsible towards the Buyer for all work undertaken by sub-contractors and shall ensure that all Work so undertaken is in accordance with the terms and conditions of this Contract.
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2.2.2	All contacts and communications with the Builder’s suppliers and sub-contractors shall be made by the Builder only and any instructions/orders will only come from the Builder directly. The Buyer may communicate with a sub-contractor<br> subject to the Builder’s prior consent and shall not in any way interfere or disrupt the Works and the construction process. For the avoidance of doubt all contact with the Builder’s suppliers concerning supplies intended for the Yacht<br> under this Contract shall be made exclusively by and through the Builder.
2.3	Classification and Flag
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2.3.1	The Yacht shall comply with the laws, rules, regulations and enactments as stated in the Specifications and as published by the Classification Society and by the Regulatory Bodies as in force at the Applicable Date.
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2.3.2	The Yacht shall be built under the survey of the Classification Society to achieve the following Class notation:
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“100 A1 SSC, Yacht, Mono, G6 LMC, UMS, IHM”
---

and shall comply with the Malta Passenger Yacht Code and the REG Yacht Code and being agreed that if the Buyer choses a flag state outside the red Ensign Group or Malta then any additional cost and/or consequences, if any, which may arise by virtue of application of such flag state will be treated in accordance with Clause 7.1 below.

2.3.3	The Builder shall appoint and retain the Classification Society and submit all construction drawings and calculations as necessary to the Classification Society for approval. Classification survey and testing charges relating to the<br> design, construction, and certification (in compliance with the terms of this Contract and the Specifications) of the Yacht shall be for the Builder’s account.
2.3.4	Save as provided at Clause 7.3 below, the Builder will not be obliged to construct the Yacht to comply to the changes to rules and regulations that come into force after the Applicable Date.
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2.3.5	Registration of the Yacht with the Flag State on Delivery shall be for the account of the Buyer.
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2.3.6	In order to assist the Buyer, at the request of and at no additional cost to the Buyer, the Builder shall provide to the Buyer immediately prior to Delivery of the Yacht specifically requested defaced or non-defaced (where possible)<br> copies of the delivery documents necessary to assist the pre-registration of the Yacht with the Flag State by the Buyer.
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2.3.7	The Flag State shall not be altered until the Delivery and acceptance of the Yacht as mentioned at Clause 9. The decision of the Classification Society, and other Regulatory Bodies (as the case may be) shall be final and binding on both<br> Parties as to the Yacht’s compliance or non-compliance with the relevant rules and regulations observance of which is controlled by (as the case may be) the Classification Society or any other Regulatory Bodies.
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3	Contract Price and Payment
3.1	Contract Price
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3.1.1	The price of the Yacht (the Contract Price) is agreed as € 49.000.000,00 (forty-nine million Euros) and the Builder acknowledges that the Buyer has already paid on account of the Contract Price €<br> 1.000.000 (one million Euros) (the Deposit) on 27 September 2023 in accordance with the terms of the LOI. The Contract Price may be subject to variations in accordance with Clause 3.1.3, Clause 7 (Modifications), Clause 10.1 (Delay) and Clause 11 (Performance Warranties) and the<br> relevant provisions hereof relating to the charging of interest for late payment by the Buyer, but save for these references the Contract Price is fixed.
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3.1.2	The Contract Price is exclusive of all value added tax, sales tax, customs and excise duty chargeable in or by the Italian Republic in respect of the sale, supply or delivery of the Yacht. If the Buyer considers that the Builder should<br> not be liable to charge value added tax then it will be the Buyer’s responsibility to take all such steps and provide all such evidence as the Builder may reasonably require to ensure and show that this is the case under the applicable<br> rules. If the Buyer considers that value added tax shall not be applicable because the Buyer intends to export the Yacht outside the European Union, then in such case the Buyer agrees to deliver to the Builder within and no later than sixty<br> (60) Days from Delivery the following documents: (i) copy of the Yacht’s registration certificate with a non-EU flag, (ii) copy of the constitutional documents of the Yacht’s owning company (being a non-EU based company), (iii) official<br> written evidence that the Yacht has entered a non-EU port, stamped by the competent port authority and (iv) evidence or a declaration from the Buyer confirming that the Yacht’s beneficial owner is a non-EU resident. The Buyer hereby<br> guarantees to indemnify and hereby indemnifies the Builder for the payment of the same.
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3.1.3	If, at the end of each calendar Year following the date/Year of the Building Contract (i.e. at the end of each calendar Year of 2024, 2025 and 2026), the official Italian consumer all-item price index for the whole Nation (“CPI”), as<br> determined by the Italian National Bureau of Statistics’ (“ISTAT”), is determined by ISTAT to be greater than 3% (the “Threshold”) for such calendar Year, the Builder shall be entitled to increase the Contract Price by a proportion equal to<br> 50% of the excess of the CPI above the Threshold whereby Buyer’s share shall be up to a maximum capped amount equal to € 500.000 (five hundred thousand Euros), subject to providing relevant written notice to the Buyer together with<br> appropriate documentary evidence of such official determination of the CPI by ISTAT for the relevant calendar Year. Similarly, if the CPI for a corresponding calendar Year as aforesaid is lower than the Threshold, the Buyer shall be<br> entitled to decrease the Contract Price by a proportion equal to 50% of such shortfall whereby Buyer’s share shall be up to a maximum capped amount equal to € 500.000 (five hundred thousand Euros) by providing to the Builder relevant<br> written notice. The Builder shall provide the Buyer with the appropriate documentary evidence of the official determination of the CPI by ISTAT for each of the aforesaid relevant calendar Years as soon as such determination is made and in<br> any case no later than the 31st March of the calendar Year that follows the Year to which the determined CPI refers. Any such notice by the Builder for the increase of the Contract Price must be tendered latest by the 20th April of the<br> calendar Year that follows the Year to which the determined CPI refers, after which the right of the Builder to increase the Contract Price shall be automatically waived, the relevant right being lost.
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3.2	Payment Schedule
3.2.1	Payment of the Contract Price shall be made by the Buyer to the Builder by the following instalments and in accordance with the following milestones of the construction programme:
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a)	€ 1.000.000	Deposit already paid on 27 September 2023 upon signing of the LOI;
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b)	€ 2.000.000	Upon signing of this Contract.
c)	€ 2.000.000	Upon beginning of hull nesting drawing issuing but not earlier than 10 June 2024.
d)	€ 1.000.000	Upon substantial commencement of steel plates cutting of hull central blocks but not earlier than10 September 2024.
e)	€ 1.000.000	Upon substantial completion of hull central body single blocks (excluded aft & forward block) but not earlier than 15 December 2024.
f)	€ 3.000.000	Upon the main engines being placed on board on their seatings, not earlier than 10 June 2025.
g)	€ 3.500.000	Upon commencement of internal crew wall erection not earlier than 10 December 2025
h)	€ 9.000.000	Upon commencement of furniture installation on the lower deck guest area but not earlier than 10 June 2026.
i)	€ 9.000.000	Upon SD and OD teak decks being laid down excluded staircases, steps, hard top supports floor and scuppers margin planks but not earlier than 10 December 2026.
i)	€ 8.000.000	Upon launch of the Yacht but not earlier than 28 February 2027 provided that if the Scheduled Delivery Date on account of delays known at the time of the launch of the Yacht has been extended, such date will be extended for the same<br> amount of Days.
j)	€ 9.500.000 (subject to any adjustments of the Contract Price pursuant to the terms of this Contract).	Upon Delivery of the Yacht
3.3	Payment Terms
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3.3.1	The foregoing instalments other than the first, the second and the last instalment will become due and payable within three (3) Banking Days after endorsement by the Buyer’s Representative of the relevant milestone certificate in the<br> form attached hereto as Schedule 5 stating that the relevant construction milestone has been completed in accordance with this Contract (the Due Date). If the Buyer’s Representative declines or fails<br> to endorse any such milestone certificate within three (3) Banking Days of receipt, then the Builder shall be entitled (provided the Buyer has not submitted the matter to the Technical Expert referred to in Clause 20.1.3) to submit the Milestone Certificate for signature by the Classification Society and the Buyer shall accept the relevant milestone certificate so signed as valid and binding and with the same force and effect as a<br> milestone certificate endorsed by the Buyer’s Representative.
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3.3.2	Except for the instalments described under Clause 3.2.1 letter a) and b) above, the Builder will give the Buyer at least five (5) Banking Days’ notice of the date on which each payment is expected to become due in accordance with the<br> above payment schedule. The Builder will issue an invoice for each instalment as aforesaid.
3.3.3	All payments made by the Buyer before the Yacht is delivered and accepted are in the nature of advances to the Builder and are liable to be refunded to the Buyer on lawful termination of this Contract subject to and in accordance with<br> the provisions of this Contract.
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3.3.4	It is a fundamental term of this Contract that the Builder’s obligation to reimburse all payments made by the Buyer to the Builder on account of the Contract Price in accordance with Clause 3.2.1 above, but with the exclusion of the<br> instalment described under Clause 3.2.1 letter (j), shall be secured under and pursuant to refund guarantees issued by a First Class International Bank (the Refund Guarantee(s)) and the form and<br> substance of such Refund Guarantees to be in the terms of the draft annexed hereto at Schedule 7.
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3.3.5	Notwithstanding anything to the contrary contained in this Contract, the Buyer shall be under no obligation to pay to the Builder any of the instalments of the Contract Price specified at Clause 3.2.1 above (but excluding always the<br> instalment described at Clause 3.2.1 letter (j)) unless and until a Refund Guarantee for an amount equal to such relevant instalment shall have been issued and delivered by the Builder to the Buyer.
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3.3.6	The Builder will be responsible for arranging the Refund Guarantees. The cost for placing and maintaining the Refund Guarantees will be for the Buyer’s account and such cost for the Buyer shall be capped at a maximum of 0,4% calculated<br> on an annual basis on the amounts being secured from time to time. Any cost over such capped amount shall be for the account of the Builder.
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3.4	Payment for Modifications
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3.4.1	Unless otherwise agreed in writing, payment for any modification under Clause 7 will be made as follows:
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(a)	50% within five (5) Banking Days after the modification is agreed and the relevant Change Order in the same form appended hereto as Schedule 3 is signed by both Parties; and
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(b)	the remaining balance of 50% to be paid on Delivery.
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3.5	Payment Details
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3.5.1	Unless the Builder directs otherwise all payments must be made to the credit of the Builder’s bank account which will be communicated in writing by the Builder and confirmed by telephone.
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3.5.2	All expenses of remitting payments will be for the Buyer’s account.
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3.5.3	Save for any liquidated damages payable by the Builder in accordance with this Contract, all sums due and owing by the Buyer under this Contract will be paid without set-off, counterclaim or deduction on any account whatsoever.
3.5.4	If any sum owing to the Builder is not received by the Due Date then the Builder may charge interest thereon from the Due Date until the date of payment calculated on a daily basis at the rate three (3) percentage points above (3)<br> three-month Euribor from time to time.
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3.5.5	If any sum which is properly due and payable to the Builder is not received by five (5) Banking Days after the Due Date then the period from the Due Date until payment in full is received will constitute a Permissible Delay and the<br> Scheduled Delivery Date will be extended accordingly and the Builder may suspend Works on the Yacht until such sum and all accrued interest thereon are received in full.
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4	Property
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4.1.1	The Yacht shall be registered by the Builder in the relevant Italian registry of vessels under construction under the Builder’s name and property and shall remain at all times property of the Builder until Delivery to the Buyer in<br> accordance with this Contract and payment by the Buyer to the Builder of any sum due to the Builder under this Contract.
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4.1.2	Prior to Delivery and acceptance of the Yacht and payment by the Buyer to the Builder of any sum due to the Builder under this Contract, the Buyer will not be entitled at any time and to create or incur, or permit to be created or<br> incurred any mortgages, charges, liens or other whatsoever encumbrances on the Yacht, its materials or equipment.
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5	Buyer’s Decisions and Buyer’s Supplies
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5.1	Buyer’s Timetable
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5.1.1	To enable the Builder to complete and deliver the Yacht in accordance with this Contract the Buyer is required to make and notify certain decisions, approvals and selections with respect of colours, decorative schemes, internal and<br> external layout of the Yacht’s living areas, furniture and other optional items (hereinafter called the Buyer’s Decisions) and to supply certain materials and equipment (hereinafter called the Buyer’s Supplies) within specific dates. The Builder is to accommodate and assist in the safe storage/embarkation of all the Buyer’s Supplies without any extra cost but excluding objects d’art and<br> valuables. The Buyer acknowledges that timely completion and Delivery of the Yacht by the Builder is dependent on timely notification of the Buyer’s Decisions and timely delivery of the Buyer’s Supplies, all of which must conform to the<br> requirements of this Contract and the Specifications.
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5.1.2	The due date for certain of the Buyer’s Decisions is set out in the Buyer’s Decision List attached hereto as Schedule 6 and in each case not later than the due date therein indicated, the Buyer must:
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(a)	notify the Builder of the Buyer’s Decisions; and
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(b)	deliver all Buyer’s Supplies to the Builder in good condition, ready for immediate installation on board the Yacht.
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5.1.3	Notification of a Buyer’s Decision must include all supporting information reasonably required to enable the Builder immediately to implement the same, as notified in advance by the Builder. Once notified to the Builder a Buyer’s<br> Decision will be final and binding and any subsequent variation of a Buyer’s decision will be treated as modification pursuant to Clause 7 below.
5.2	Buyer’s Delay
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5.2.1	If the Buyer fails to notify the Builder of any Buyer’s Decision by the Due Date or fails to deliver in a timely manner or by the relevant date indicated from time to time by the Builder any Buyer’s Supplies which require installation<br> then:
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(a)	the delay in completion of the Yacht caused by the Buyer’s failure will constitute a Permissible Delay and the Scheduled Delivery Date will be extended accordingly; and
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(b)	the Builder may, at its sole discretion, suspend Work on any affected part of the Yacht until such notification of that Buyer’s Decision or delivery of that Buyer’s Supply is received.
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5.2.2	Without prejudice to the above, any failure by the Buyer to notify its decision or deliver the Buyer’s Supplies as aforesaid will entitle the Builder (at any time by not less than fifteen (15) Days’ notice in writing to the Buyer) to<br> specify a final deadline for such notification or delivery. If the Buyer fails to comply with such notice then the Builder will be entitled, at its own discretion, to proceed with construction of the Yacht using its own reasonable judgment<br> on the matter to be approved, decided or selected and either without the Buyer’s Decision or without the Buyer’s Supplies in question or with such substitute materials and equipment as may reasonably be necessary in the circumstances.
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5.2.3	The provisions of this Clause 5.2 will not apply to loose items of Buyer’s Supply not requiring to be fitted to the Yacht by the Builder. If the Buyer fails to deliver any such item by the Due Date<br> indicated as aforesaid and/or as otherwise required by this Clause 5 then:
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(a)	the Builder will be entitled to deliver the Yacht without such item and its absence will not prevent the Yacht from being ready for delivery in accordance with this Contract; and
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(b)	the Buyer must accept any consequential effect on the characteristics and performance of the Yacht (for example, increased noise levels resulting from the absence of loose furniture which would otherwise have absorbed noise).
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5.3	Buyer’s Supplies
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5.3.1	When received the Builder will be responsible for storing the Buyer’s Supplies and installing them on or in the Yacht, provided that the Buyer must pay the documented additional cost of insuring the Buyer’s Supplies (excluding without<br> limitation paintings, sculptures, art objects and the like which will be insured at the Buyer’s care and cost) having an aggregate total value greater than €500,000 (five hundred thousand Euros). When delivering Buyer’s Supplies, the Buyer<br> must provide all supporting information, diagrams, manuals and the like reasonably requested by the Builder to enable the Builder immediately to install and commission the same. The Builder will have no obligation to inspect or test any<br> Buyer’s Supplies and no responsibility for any defect therein or any adverse effect they may have on the overall design, integrity and performance of the Yacht.
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5.3.2	Any value added tax, duties, taxes, customs, levies and other charges which might be imposed on the importation of the Buyer’s Supplies into Italy and all fees and expenses of customs agents, bonded warehouses and the like will be for<br> the Buyer’s account and the Buyer will indemnify the Builder against the same. The Buyer shall promptly provide the Builder with such evidence as the Builder may reasonably request to evidence the Buyer’s importation of the said Buyer’s<br> Supplies.
5.3.3	The Builder shall provide the reasonable assistance and cooperation to the Buyer in relation to the delivery of Buyer’s Supplies and storage to the Yard and the Buyer shall be entitled to request the Builder to purchase certain items of<br> Buyer’s Supplies directly from the relevant suppliers. The Builder will have full liberty to reasonably accept and/or reject the Buyer’s request and upon acceptance, the Builder will issue an “Additional Items of Supply Form” setting out<br> the price to be paid by the Buyer to the Builder with respect to the relevant item to be supplied by the Builder in accordance with this Clause 5.3.3 and any consequences, if any to the Scheduled Delivery Date based on the delivery schedule<br> of such item of additional supply. The Builder shall not be entitled to apply any mark-up in respect of such Buyer’s Supplies.
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5.3.4	It is further agreed that the terms of Clause 5.2 above with respect to Permissible Delays attributable to late delivery of Buyer’s Supplies will apply to any delay that may arise with respect to the late delivery of any additional items<br> of supply that may be ordered from time to time by the Builder under the terms of Clause 5.3.3 above and being agreed that the Builder shall not be responsible for any delays in delivery of such items by the relevant supplier.
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5.3.5	Additional items of supply ordered in accordance with Clause 5.3.3 will be insured in accordance with Clause 12.2.1. The Buyer will be obliged to pay any additional premium costs for any increase in the limit of cover required for such<br> additional items of supply.
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6	Buyer’s Right of Inspection
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6.1	Buyer’s Representative
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6.1.1	The Buyer may nominate a representative (the Buyer’s Representative) who will be based at the Builder’s premises and will have access to the Yard, during normal working hours and at any other time<br> when work is being carried out on the Yacht, for the purpose of inspecting the Yacht during construction. The Builder will use its best and reasonable endeavours to arrange similar rights of access to the premises of sub-contractors where<br> substantial Works in relation to the Yacht are being carried out.
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6.1.2	The Buyer may from time to time nominate a replacement Buyer’s Representative in accordance with this Clause 6.1 but it will be a condition of any such nomination that the replacement Buyer’s<br> Representative is fully briefed on all matters relevant to this Contract by his predecessor or otherwise on behalf of the Buyer.
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6.1.3	The Buyer’s Representative may be accompanied by up to three (3) other suitably qualified persons when attending the Builder’s Yard, herein including the designated crew of the Yacht, provided that at least three (3) Banking Days’ prior<br> written notice must be given by the Buyer to the Builder before each visit of the Buyer’s Representative and its assistants (the Builder’s consent not to be unreasonably withheld or delayed).
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6.1.4	The Buyer’s Representative and any other persons as aforesaid must be accompanied, whenever the Builder deems reasonably necessary, by a Builder’s authorised representative during attendances at the Yard and at any sub-contractors’<br> premises and while in proximity to any yachts (including the Yacht) under construction at the Yard, provided that the Builder undertakes that the appointment of such Builder’s authorised representative will not delay or hinder the Buyer’s<br> Representative. One office at no extra cost with internet and printing facility for the Buyer’s Representatives and crew to be arranged in facilities and office spaces owned by the Builder in close proximity of the Yard.
6.1.5	Within and no later than ten (10) Days from signature of this Contract the Buyer will notify to the Builder in writing all details of the appointed Buyer’s Representative who will have full authority to represent the Buyer. This Clause<br> 6.1.5 will apply each time the Buyer nominates a replacement in accordance with Clause 6.1.2 above.
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6.1.6	If the Builder (acting reasonably and in good faith) considers the Buyer’s Representative to be unsuitable, not performing its duties under this Contract and/or interfering with the Works, the Builder may request the Buyer to replace the<br> Buyer’s Representative with a substitute and suitable Buyer’s Representative and the Buyer shall give prompt consideration to the Builder’s request if the Builder’s concerns are reasonably founded.
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6.1.7	At least forty-five (45) Days prior to Delivery, the Buyer’s appointed Captain and appointed chief engineer will be granted access to the Yard and to the Yacht in order to familiarise themselves with the Yacht and her equipment. Any<br> costs relating to such visits of the appointed Captain and appointed Chief Engineer will be for the Buyer’s account and the Buyer will notify the Builder in writing and at least ten (10) Days in advance before their first visit and<br> thereafter reasonably prior notice for any subsequent visit.
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6.2	Builder’s Designated Personnel
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6.2.1	The Builder shall appoint a suitably qualified and experienced project manager who is fluent in English (the Builder’s Project Manager) who shall be responsible for supervision of the construction<br> of the Yacht in accordance with the terms and conditions of this Contract and who shall have the authority to represent and speak on behalf of the Builder in connection with the construction of the Yacht. The Builder’s Project Manager shall<br> be the direct contact of the Buyer and the Buyer’s Representative for the performance and execution of this Contract. The Builder’s Project Manager shall receive on behalf of the Builder all consents, approvals, orders, instructions,<br> communication and information given by the Buyer or Buyer’s Representative within a reasonable time.
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6.2.2	The Builder’s Project Manager may (from time to time) designate other personnel within the Builder’s organisation to whom the Buyer’s Representative must notify all material remarks and make all reports concerning the Yacht. The Buyer’s<br> Representative must not otherwise make any material remarks or give any direct instructions to any of the Builder’s employees, sub-contractor or suppliers. Approvals and/or decisions given or made by the Buyer’s Representative in writing<br> will be binding upon the Buyer.
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6.3	Notification of Defects and Non Conformities
6.3.1	The Buyer’s Representative will notify the Builder’s designated personnel promptly of any alleged defects or non-conformities that have come to his attention, giving reasonable particulars of the nature and extent of the alleged defect<br> or non-conformity and (if practicable and appropriate) suggestions for rectifying the same. If any such alleged defect or non-conformity is disputed by the Builder and/or the Buyer considers that the Builder has failed to take the<br> necessary steps to rectify the same then either party may refer the dispute for resolution in accordance with Clause 20.
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6.3.2	Notwithstanding anything to the contrary contained in this Contract, no failure by Buyer or the Buyer’s Representative to discover any defect or non-conformity shall relieve the Builder of its obligation to design, construct, equip,<br> outfit and finish the Yacht in accordance with the requirements of this Contract and the Specifications.
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6.4	Duties, Facilities and Expense
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6.4.1	The Buyer’s Representative will:
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(a)	obey the Works rules prevailing at the Yard and the premises of sub-contractors;
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(b)	perform his duties diligently and carefully and do nothing to impede or delay construction and delivery of the Yacht; and
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(c)	be deemed to speak for and have authority to represent the Buyer in all matters relating to the construction of the Yacht and this Contract.
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6.4.2	The Builder will furnish the Buyer’s Representative and his assistants with reasonable facilities at the Yard to enable them to fulfil their duties including telephone and internet connection.
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6.5	Risk
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6.5.1	The Buyer’s Representative shall attend the Yard and sub-contractors’ premises at the risk and expense of the Buyer and the Builder shall be under no liability whatsoever to the Buyer or the Buyer’s Representative for any death, personal<br> injury, loss or damage whatsoever suffered by them, including, but not limited to, any death, or personal injury of the Buyer’s Representative or any damage to or loss to or destruction of any property of the Buyer’s Representative unless<br> and to the extent that any such death, personal injury, damage, loss or destruction is caused by the gross negligence or reckless disregard of the probable consequences of the Builder or any sub-contractor or any of their respective<br> employees.
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6.5.2	Save to the extent that any death, personal injury, damage, loss or destruction is caused by any such reckless disregard or gross negligence on the part of the Builder or any sub-contractors or any of their respective employees acting<br> within the scope of their employment, the Buyer shall indemnify the Builder and hold it harmless against any claims and costs whatsoever and howsoever arising which may be brought by the Buyer’s Representative as a direct result or an<br> indirect result of the Buyer’s Representative’s attendance at the Yard or supervision of any part to the Works.
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6.5.3	The Buyer’s Representative and/or officers and/or crew attending the Yard from time to time shall be adequately insured under a policy covering personal injury and third party liability claims (at the Buyer’s cost) and the Buyer shall<br> provide the Builder with a copy of such insurance cover.
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6.5.4	The Buyer shall be under no liability whatsoever to the Builder for any death, personal injury, loss or damage whatsoever suffered by it or its employees, sub-contractors and agents, including, but not limited to, any death, or personal<br> injury unless and to the extent that any such death, personal injury, damage, loss or destruction is caused by the gross negligence or reckless disregard of the probable consequences of the Buyer or any of its employees or representatives.
7	Modifications
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7.1	Buyer’s Modifications
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7.1.1	The Buyer may request, in writing, modifications to the Specifications, including the General Arrangement Plan and/or the design and construction of the Yacht as they are defined in this Contract (the Modification).<br><br><br><br><br><br><br> Upon receipt of a request for a Modification and unless such Modification or accumulation of such Modifications will, in the Builder’s reasonable judgement, acting in good faith, materially and adversely affect the Builder’s planning or<br> programme in relation to the Builder’s other commitments, the Builder shall promptly (but as soon as practicably possible) advise the Buyer of the following consequences (if any) caused by such modification (together the Consequential Effects), by means of a change order substantially in the same form appended hereto as Schedule 3 (the Change Order):
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(a)	adjustment of the Contract Price;
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(b)	adjustment of the Scheduled Delivery Date;
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(c)	adjustment of the speed, range, noise, vibration values and/or other performance of the Yacht as defined in the Specifications;
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(d)	adjustment of light ship weight (which directly impacts on the draught of the Yacht); and
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(e)	any other adjustment of this Contract, the Specifications and the General Arrangement Plan or to the Buyer’s interior outfitting or the Yacht’s accommodation.
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7.1.2	The Buyer shall have five (5) Banking Days within which to make a final decision as to whether or not to accept or reject the Change Order. Should the Buyer fail to respond within five (5) Banking Days, the Builder’s proposal shall be<br> deemed to be rejected and the Builder shall proceed with the construction of the Yacht as if no such Modification had been requested by the Buyer.
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7.1.3	All material engineering time incurred in pricing and investigating any Modification shall be for the account of the Buyer whether or not the Modification is agreed by the Buyer. The Builder will provide reasonably detailed<br> documentation relating to the engineering cost incurred by reason of the Modification’s request.
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7.1.4	The Buyer will use reasonable endeavours to keep the Modifications to the Specifications and to the General Arrangement Plan to a minimum. The Builder shall be entitled to continue production on the basis of the Specifications and<br> General Arrangement Plan until an agreement has been reached, as stated above.
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7.1.5	The Builder will be entitled as its sole discretion to refuse any Modification request received by the Buyer in the six (6) Months falling prior to the Scheduled Delivery Date.
7.2	Builder’s Modifications
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7.2.1	Subject to the Buyer’s written consent (which shall not be unreasonably withheld or delayed), the Builder will be entitled to make minor changes to the Specifications and drawings, not affecting the Yacht’s performance characteristics<br> under this Contract if such changes are found necessary to suit the Yard’s local conditions and facilities, the availability of materials and equipment, the introduction of improved production methods or otherwise.
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7.3	Modifications by Regulatory Bodies and Classification Society
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7.3.1	In the event that subsequent to the Applicable Date (in accordance with Clause 2.3) any modifications, deletions or additions are made to the laws, rules, regulations or enactments of the Regulatory<br> Bodies and such modifications, deletions or additions are compulsory for the Yacht, the Builder shall forthwith notify the Buyer of a Change Order according to Clause 7.1 and the Buyer shall approve it<br> as may be appropriate in the circumstances.
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7.3.2	If there is a possibility of obtaining a waiver, the Buyer may, at its option, apply for a formal waiver of compliance from the Classification Society or the relevant Regulatory Body. Should such waiver be applied for, the Buyer shall<br> agree with the Builder a time limit after which, if the waiver has not yet been obtained, the Builder will proceed with the compulsory modifications, deletions or additions. Any documented additional cost of constructing the Yacht arising<br> from the application for such waiver whether or not obtained shall be for the account of the Buyer and shall be payable by the Buyer on demand, provided that the Builder undertakes to provide to the Buyer as much notice as is reasonably<br> possible of any such additional cost. The Scheduled Delivery Date of the Yacht may be extended by the delay to the completion of the Yacht directly caused by such application, provided always that the Builder undertakes to continue any work<br> on the Yacht during the waiver application which is not directly affected by the waiver application.
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7.3.3	If there is no possibility of obtaining a waiver, or the Buyer elects not to apply for a waiver, or if an application for a waiver is finally refused, then the Modification will be treated as a compulsory Modification which the Builder<br> must carry out subject to agreement or determination of the Consequential Effects as hereinafter provided.
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7.3.4	The parties will negotiate in good faith and endeavour to agree as soon as possible the Consequential Effects of any compulsory modification. If the parties cannot reach agreement on such Consequential Effects within fifteen (15) Days<br> after the Builder’s notification under Clause 7.3.1 then such dispute shall be referred for resolution in accordance Clause 20.1.3 (but with the exclusion of price quotes and price estimates of the<br> Builder which are outside the jurisdiction of the Technical Expert), but any time required to obtain such final determination shall constitute a Permissible Delay, provided that the Builder shall not suspend Works on those parts of the<br> construction which are unaffected by such decision.
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7.4	Payment for adjustments of price
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7.4.1	The adjustments to the Contract Price made under Clause 7 shall be paid by the Buyer in accordance with Clause 3.4.
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7.4.2	For all modifications (whether voluntary or compulsory), any proposed consequential adjustments to the Contract Price will be supported by a breakdown showing the manner in which the adjustment has been calculated, including (without<br> limitation) such matters as the number of man-hours (labour, design and engineering personell) together with the quotations in respect of the cost of materials on top of which 10% mark-up will be added calculated on the following basis:
(a)	The labour charges are calculated as follows: €50.00 (fifty Euros) per hour for production personnel and €90.00 (ninety Euros) per hour for engineering personnel; and
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(b)	All additional materials and equipment, and amounts required under subcontractors and suppliers in respect of the Modification shall be charged at the verified cost plus an agreed profit margin of ten (10) per cent (10%) net of any taxes<br> and import duties on such materials,
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provided that there shall be no adjustments or extra costs for management and logistics expenses in relation to such modifications.

7.4.3	In the event of any adjustment to the Scheduled Delivery Date pursuant to a Modification, the Builder shall procure a commensurate extension to the expiry date of the Refund Guarantee issued pursuant to Clause 3.3.4 above.
8	Acceptance Sea Trials
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8.1	Notice
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8.1.1	The Builder shall provide not less than ten (10) Days’ written notice to the Buyer of the time and place of the acceptance Sea Trials (Sea Trials) of the Yacht and the Buyer shall promptly<br> acknowledge receipt of such notice. The Buyer shall have the right to have the Buyer’s Representative attend on board the Yacht to witness the Sea Trials and the Builder shall arrange for the attendance of representatives of the<br> Classification Society and, if applicable and required, representatives of the manufacturers and/ or suppliers of the Yacht’s main equipment, the Flag State and any other relevant Regulatory Bodies as may be applicable. If the Buyer or the<br> Buyer’s Representative does not attend any Sea Trial for any reason such Sea Trial shall be repeated with the Buyer or the Buyer’s Representative being present upon the Builder’s providing not less than ten (10) Days’ written notice to the<br> Buyer of the time and place of such Sea Trial and the Scheduled Delivery Date will be automatically postponed by the number of Days calculated from the date of the Builder’s first notice of Sea Trials until the date of completion of the Sea<br> Trial. Failure by the Buyer and/or by the Buyer’s Representative to attend shall be deemed to be a waiver by the Buyer of its right to be present and shall not invalidate such Sea Trials or the results and conclusions thereof. The Builder<br> may thereupon conduct the Sea Trials without the Buyer’s Representative being present and the Buyer shall accept the results of the relevant Sea Trials as being validly completed on the basis of a certificate signed by the Builder and,<br> where applicable, signed by the representatives of the Classification Society and/or by any relevant Regulatory Body present at the Sea Trials confirming such results, unless the Buyer or the Buyer’s Representative fail to attend such Sea<br> Trials for reasons of any Force Majeure Event (as defined in Clause 9.4), in which case the Sea Trials shall be subsequently scheduled in accordance with the procedure above, after the Force Majeure Event is no longer continuing and the<br> Scheduled Delivery Date will be postponed by an equivalent number of Days starting from the Builder’s notice under this Clause 8.1.1 until the date when the Sea Trials are carried out.
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8.1.2	In addition, the Buyer shall be permitted to have onboard the Yacht during the Sea Trials such members of the Buyer’s crew and technical consultants as the Buyer may deem necessary to invite, provided that the number of persons attending<br> the Sea Trials at the Buyer’s or his Representatives invitation may not exceed five (5). The attendance of any additional person on behalf of the Buyer will be subject to the Builder’s prior written approval, such approval not to be<br> unreasonably withheld.
8.2	Weather Conditions
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8.2.1	The Sea Trials shall be conducted under weather and sea conditions set out at Section 1.12.3 of the Specifications. Any delay in Delivery caused by delay in the Sea Trials due to weather or sea conditions not meeting the specified<br> weather and sea conditions for the Sea Trials shall be a Permissible Delay. The Sea Trials must take place as soon as possible following the postponements. Any delay in the Sea Trial due to adverse weather conditions shall not invalidate<br> notices given pursuant to Clause 8.1.1 hereto.
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8.3	Carrying Out of Sea Trials
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8.3.1	All trials and measurements will be conducted in the presence of representatives from the Classification Society and the Regulatory Bodies (where applicable and as the case may be) in a manner and to the extent as described in the<br> Specifications to establish the Yacht’s proper functioning and fulfilment of the performance parameters for the Sea Trials as set out in the Specifications and its compliance with this Contract and the Specifications. The performance of any<br> of the Sea Trials shall be at the risk and expense of the Builder, as will any adjustments to the Yacht’s equipment. The Builder shall bear all of the costs associated with the Sea Trials. The procedure of Sea Trials and the Sea Trials<br> schedule is to be submitted to the Buyer’s Representative and to the Classification Society at least ten (10) Days prior the Sea Trial’s date.
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8.3.2	Without prejudice to the generality of the foregoing the Builder shall have the right to repeat any Sea Trial whatsoever. The Buyer shall have the right to receive at least three (3) Banking Days’ written notice of any such repeated<br> trials and to attend the same in accordance with Clause 8.1.2.
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8.3.3	All expenses except those of the Buyer’s Representative and its assistant(s) in connection with the Sea Trials shall be for the account of the Builder, including without limitation all necessary crew.
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8.3.4	Should during any Sea Trial, any breakdowns occur which entail interruption or irregular performance which can be repaired by the normal means available on board the Yacht, the Sea Trials shall be continued after repairs and shall be<br> valid in all respects. However, should the Yacht require to return to a port to enable the breakdown to be remedied, a further Sea Trial shall be held in respect of that part (and all items related) of the Yacht which was defective and any<br> other part of the Sea Trials which was not completed immediately prior to the return to port. Where such breakdown occurs as a result of a failure for which the Builder or any of its sub-contractor is liable for, the delay in Delivery of<br> the Yacht resulting therefrom shall not be a Permissible Delay.
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8.4	Acceptance of Yacht
8.4.1	Upon completion of the Sea Trials and when the results of the Sea Trials are available and if the Builder considers the results thereof to demonstrate that the Yacht conforms to this Contract, the Builder shall immediately give the Buyer<br> a written notice of completion (together with a report detailing the full results of the Sea Trials), stating that the Yacht is ready for Delivery having achieved technical conformity with this Contract and the Specifications as set out at<br> Clause 2.1 (the Technical Conformity) save for any Minor Non-Conformities (as defined below) and accompanied by the Builder’s proposals for the rectification thereof. The Buyer, upon receipt of such<br> notice, must notify its acceptance or rejection of the Yacht within seven (7) Banking Days and, in the case of rejection of the Yacht, the notice must clearly state the Buyer’s reasons and give in writing full particulars of all defects and<br> non-conformities in the Yacht which in the Buyer’s opinion justify such rejection.
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8.4.2	The Buyer will only be entitled to reject the Yacht on account of defects and non-conformities which (whether taken alone or in aggregate):
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(a)	render the Yacht unseaworthy;
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(b)	prevent the issuance of the classification certificates (free of condition and/or recommendation) by the Classification Society;
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(c)	materially impair the use of the Yacht;
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(d)	in the case of major machinery or equipment which breaks down or suffers any major damage and/or any kind of damage to the hull structures due to grounding and/ or heavy contact occurring prior to Delivery and which require complete<br> replacement and the Builder has failed to replace with new machinery or equipment;
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(e)	exceed €500,000 (five hundred thousand Euros) by way of estimated rectification cost based on the Builder’s cost excluding painting and fairing; or
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(f)	prevent the safe and proper operation of the Yacht’s systems or machinery.
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8.4.3	All defects and non-conformities other than those described in Clause 8.4.2 will be treated as minor non-conformities (together the Minor Non-Conformities)<br> and be subject to Clause 8.5. In the event of a dispute between the Parties as to whether or not a defect or non-conformity constitutes a Minor Non-Conformity, the matter shall be referred to the<br> Technical Expert in accordance with Clause 20.1.3 below.
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8.4.4	If the Buyer fails to notify either its acceptance or its rejection in accordance with this Clause 8.4 it will be deemed to have accepted the Yacht. Acceptance or deemed acceptance of the Yacht as<br> aforesaid will be final and binding and shall preclude the Buyer from refusing delivery on the basis of any alleged deficiency in any parts of the Yacht which were tested during the Sea Trials or any Minor Non-Conformity.
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8.4.5	Notwithstanding anything to the contrary, if the Yacht becomes an actual, constructive, arranged or comprised total loss prior to Delivery, any deemed acceptance by the Buyer of the Yacht following to Sea Trials shall be set aside.
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8.5	Minor Non-Conformities
8.5.1	Minor Non-Conformities will be rectified where possible prior to Delivery of the Yacht or as soon as reasonably practicable after Delivery of the Yacht but always on condition that the Buyer makes the Yacht available to the Builder for<br> that purpose.
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8.5.2	A list of Minor Non-Conformities shall be attached to the Protocol of Final Delivery and Acceptance but Delivery of the Yacht will not be delayed on this account and the agreed list of Minor Non-Conformities attached to the Protocol of<br> Final Delivery and Acceptance shall be the agreed extent of the Builder’s responsibility in respect of defects discovered prior to Delivery of the Yacht. If the Builder does not accept matters considered by the Buyer to be Minor<br> Non-Conformities and/or the Parties are unable to agree a list as aforesaid then the Buyer will be at liberty at any time before Delivery to notify the Builder with full particulars of matters that it considers to be Minor Non-Conformities<br> and to reserve its rights under Clause 16 in respect thereof. Any technical dispute as to whether matters notified by the Buyer as aforesaid constitute Minor Non-Conformities will (unless otherwise<br> agreed) be resolved after Delivery in accordance with Clause 20.
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8.6	Surplus Consumable Stores
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8.6.1	Any fuel oil, furnished by the Builder for the Sea Trials and remaining on board the Yacht at the time of Delivery shall be purchased by the Buyer from the Builder at the verified original purchase price and payment effected by the Buyer<br> on Delivery of the Yacht.
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9	Delivery of the Yacht
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9.1	Scheduled Delivery Date and Readiness for Delivery
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9.1.1	Delivery of the Yacht by the Builder to the Buyer shall take place on the Scheduled Delivery Date as the same may be extended from time to time under the terms of this Contract. In the absence of acceptance by the Buyer the Yacht will<br> be deemed to be ready for delivery in accordance with this Contract on the eight (8^th^ ) Banking Day after the Yacht’s Sea Trials have been completed in<br> accordance with Clause 8 and the Builder has notified the results in accordance with Clause 8.4, provided that, if in accordance with that Clause 8.4 the Buyer has<br> notified its rejection of the Yacht on account of defects within the meaning of Clause 8.4.2, then the Yacht will be deemed ready for delivery when the Builder has rectified the defects so notified and<br> repeated any applicable trials.
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9.2	Where and How Effected
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9.2.1	Provided that the Builder and the Buyer shall have fulfilled all their obligations under this Contract in all respects and, for the avoidance of doubt simultaneously upon payment by the Buyer to the Builder of the balance of the Contract<br> Price and all other sums due and owing to the Builder, Delivery of the Yacht shall be effected forthwith by signing and the delivering by each of the Parties to the other of the Protocol of Final Delivery and Acceptance, on the standard<br> form attached hereto as Schedule 4 acknowledging delivery of the Yacht by the Builder and acceptance thereof by the Buyer. Upon signing of the Protocol of Final Delivery and Acceptance all rights, interest, title and responsibility in and<br> to the Yacht remaining with the Builder shall be transferred by the Builder to the Buyer.
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9.2.2	The Yacht will be delivered EXW (Incoterms 2010) to the Buyer safely afloat at the Port of La Spezia (Italy). After Delivery to the Buyer and acceptance by the Buyer, the Yacht may remain at the Port of La Spezia (Italy) in the<br> Builder’s Yard but at the Buyer’s risk and under the Buyer’s insurances without any berthing fees for up to a period of one week after Delivery, save that any other cost relating to the maintenance and operation of the Yacht and other costs<br> relating to the staying of the Yacht at the Yard (including without limitation insurances, crew and consumables such as water, electricity, security patrols, sewage) will be for the Buyer’s account.
9.3	Documents to be Delivered to the Buyer
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9.3.1	Upon delivery and acceptance of the Yacht and against payment in full of the Contract Price and all other sums due and owing to the Builder under this Contract the Builder will deliver to the Buyer the following documents:
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(a)	Builder’s Certificate, notarially attested or legalised with apostille as the case may be, and (if reasonably required by the Buyer for the purposes of registering the Yacht with the Flag State) a Bill of Sale in respect of the Yacht<br> transferring title to the Buyer and warranting that the Yacht is free and clear of all debts, liens, mortgages and encumbrances whatsoever and notarially attested or legalised with apostille as the case may be;
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(b)	Original (originals include electronic copies as issued by the relevant authorities) permanent or provisional certificates confirming the Yacht’s compliance with the requirements of the Classification Society, the Flag State and other<br> relevant authorities as specified in this Contract (provided that if provisional certificates are issued the Builder shall ensure that permanent certificates are issued as soon as possible and in any event prior to the expiry of the<br> provisional certificates);
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(c)	preliminary international tonnage certificate issued by the Classification Society and final certificate to be delivered as soon as practicable but in any event no later than three (3) Months from Delivery and in any event prior to the<br> expiry of the preliminary certificate;
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(d)	inventory of equipment and manufacturers’ spare parts, if any, as required by the Specifications;
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(e)	all manuals, drawings, instructions, passwords (unless providing such passwords prejudices the warranty of the particular equipment) and in any event excluding any passwords relating to the programming of the A/V and NAVCOM systems and<br> other documents pertaining to the operation and maintenance of the Yacht’s machinery and equipment and it being agreed that if any of the systems warranties’ will be voided as a consequence of the Buyer<br> accessing the passwords, the Builder will be relieved from any obligations in respect of such system;
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(f)	a copy of all manufacturers’ and suppliers’ warranties in respect of the Yacht’s main and auxiliary engines and generators;
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(g)	protocol of the Yacht’s Sea Trials and the results thereof;
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(h)	commercial invoice (marked as ‘fully paid subject to and upon receipt by the Builder of the balance of the Contract Price together with any other sums due to the Builder under this Contract’);
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(i)	Addendum to the International Tonnage Certificate (1969);
(j)	International Tonnage Certificate;
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(k)	Load Line Certificate;
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(l)	Stability Booklet (endorsed by Class);
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(m)	IAPP Certificates;
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(n)	IOPP Certificates;
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(o)	Statement of Compliance for Sewage Pollution Prevention ;
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(p)	“As built” plans (class approved where applicable), drawings and specifications will be delivered by the Builder to the Buyer in PDF format provided in a USB;
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(q)	Suez Canal tonnage certificate;
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(r)	Panama Canal PC/UMS Documentation of Total Volume (this Certificate will be provided subject to a Change Order having been agreed and signed by both Parties otherwise the Builder will not have any obligation to provide this Certificate);
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(s)	all other certificates, documents, and things expressly listed in the Specifications, as well as all certificates and documents required for the commercial use of the Yacht to the extent that these can be provided by the Builder at no<br> additional cost and to the extent that these documents are within the Builder’s control and responsibility; and
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(t)	and any other document necessary for the registration of the Yacht (to the extent that such documents are within the Builder’s control and responsibility).
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9.3.2	Without prejudice to the Builder’s obligations under this Contract and in particular 2.3.3., the Buyer will (on notice from the Builder) do and execute all acts, matters, things and documents<br> necessary on its part to enable the Builder to provide necessary certificates and documents for the Yacht including (without limitation) all necessary applications to the Flag State to register the Yacht, all in good time to enable the<br> Builder to complete and deliver the Yacht in accordance with this Contract. Any delay to the delivery of the Yacht caused by the Buyer in this respect will be a Permissible Delay and the Scheduled Delivery Date will be extended<br> accordingly.
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9.3.3	Upon delivery and acceptance of the Yacht, the Buyer will promptly return to the Builder any original Refund Guarantees delivered by the Builder to the Buyer in accordance with this Contract.
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9.4	Force Majeure Events
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9.4.1	For the purpose of this Clause 9 a “Force Majeure Event” means any unforeseeable event or circumstance beyond the Builder’s reasonable control which delays or prevents the construction, completion<br> or Delivery of the Yacht or otherwise renders the Builder (and its sub-contractors) unable to perform any of its obligations under this Contract comprising acts of God, delays caused by governmental authorities, engagement in war or other<br> hostilities or preparations therefor, civil unrest, riots or insurrections, terrorism, requirements imposed by civil or military authorities, plague or other epidemics, pandemics, quarantines officially declared by the relevant local<br> authorities, public health emergencies of international concern as declared by the World Health Organisation, blockades, embargoes, vandalism, sabotage, strikes, lockouts, unusual severe weather conditions not included in normal planning,<br> damage to the Yacht from any of the events mentioned herein and time taken to repair such damage, shortage of materials and equipment or inability to obtain delivery thereof (provided it is documented that such materials were ordered on<br> time) defects in materials and equipment which could have not been detected by the Builder using reasonable care, casting, forging or machinery rejects or the like which could have not been detected by the Builder using reasonable care.
9.5	Consequences of Force Majeure Events
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9.5.1	Subject to Clause 9.5.2 below, the Builder will not be liable for any delay in construction, completion or delivery of the Yacht or any failure to perform or delay in performing any of its<br> obligations as a result of any Force Majeure Event and any delay caused by such Force Majeure Event will be a Permissible Delay and the Scheduled Delivery Date will be extended accordingly.
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9.5.2	As soon as reasonably practicable after the commencement of any Force Majeure Event the Builder will notify the Buyer giving reasonable details of its nature, the Builder’s estimate of the effects and likely duration thereof and the<br> Builder’s intended measures to minimize the consequences. Failure by the Builder to give notice in accordance with this 9.5.2 shall preclude the Builder from claiming an extension of the Scheduled<br> Delivery Date on account of the relevant events and circumstances.
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9.5.3	The Builder shall take all reasonable steps to avoid or minimise any adverse consequences of Force Majeure, including if appropriate the re-organisation of work schedules so as to enable construction to continue on parts unaffected by<br> the relevant events and circumstances.
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9.5.4	Failure by the Buyer to respond to a Builder’s Force Majeure notice within seven (7) Banking Days from receipt will be deemed as acceptance of the consequences set out in the Builder’s notice.
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9.6	Termination for Excessive Force Majeure
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9.6.1	If the total amount of Permissible Delay occasioned by Force Majeure Events exceeds two hundred and seventy (270) Days, then the Buyer will have the option to terminate this Contract and the provisions of Clause 14.1 will apply save that the Builder will not be liable to pay any liquidated damages in accordance with Clause 10.
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9.7	Permissible Delay Generally
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9.7.1	The Builder may claim a Permissible Delay under this Contract whether the relevant events or circumstances occur before or after the Scheduled Delivery Date.
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10	Liquidated Damages
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10.1	Delay
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10.1.1	Should the Yacht not be delivered on or before the Scheduled Delivery Date (as the same may be extended from time to time under the terms of this Contract) and the delay exceeds 30 (Thirty) Days (the Grace<br><br><br><br><br><br><br> Period), the Builder shall pay to the Buyer starting from first day after the end of the Grace Period, as liquidated damages and not as penalty and as full and final settlement of all the Buyer’s rights, claims and causes of action<br> relating to delay in delivery of the Yacht the following:
(a)	from the 31st^st^ Day to the 180th^th^ Day of delay €27,000 (twenty-seven<br> thousand Euros) for each day of delay;
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10.1.2	If the total delay exceeds 240 (two hundred and forty) Days after the Scheduled Delivery Date (as it may be extended in accordance with the provisions of this Contract and including any Permissible delays accrued) plus the grace period<br> of 30 (Thirty) Days then, as an alternative to claiming any liquidated damages, the Buyer will have the option to terminate this Contract and the provisions of Clause 14 will apply.
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10.1.3	For the avoidance of doubt, save as provided by Clause 10.1.4 liquidated damages payable to the Buyer pursuant to Clause 10.1.1 shall never exceed € 4,023,000 (four million twenty three thousand Euros).
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10.1.4	At any time after the Buyer’s right to terminate this Contract arises under Clause 9.6 or this Clause 10 the Builder may give a notice in writing to the Buyer specifying a new Scheduled Delivery Date<br> and requiring the Buyer to elect either to terminate this Contract or to agree such new Scheduled Delivery Date. If within ten (10) Days after receipt of such notice the Buyer does not give notice terminating this Contract then the new<br> Scheduled Delivery Date specified by the Builder will become the Scheduled Delivery Date for the purposes of this Contract.
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11	Performance Warranties
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11.1	Warranted Maximum Speed
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11.1.1	The warranted maximum speed of the Yacht in trial condition in accordance with the procedures outlined in Section 1.1 of the Specifications is 16 knots. If the maximum warranted speed of the Yacht in trial conditions in accordance with<br> the Specifications and during the Sea Trials carried out under Clause 8 above is less than 16 knots, the Builder will pay to the Buyer as liquidated damages and in full and final settlement of all claims whatsoever of the Buyer in respect<br> of such deficiency the following amounts:
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(a)	for the first half knot of speed deficiency, nothing; and
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(b)	for each successive half knot thereafter (fractions being disregarded), €200.000 (two hundred thousand Euros).
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11.1.2	Provided that if the deficiency in the Yacht’s speed is more than 2 knots, as an alternative to receiving the above mentioned liquidated damages, the Buyer may accept the Yacht on such terms as might be mutually agreed between the<br> Builder and the Buyer or, provided the Builder fails to remedy the speed performance, shall have the option to terminate this Contract with the consequences provided for in Clause 14.
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11.1.3	For the avoidance of doubt, liquidated damages payable to the Buyer pursuant to this Clause 11.1 shall never exceed €600.000 (six hundred thousand Euros).
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11.2	Warranted Range
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11.2.1	If the Yacht’s range, as per the technical specification in Section 1.1 is less than 4.000 nautical miles then the Builder shall pay to the Buyer as liquidated damages for the following amounts:
(a)	for the first 100 nautical miles of range deficiency below 4.000 nautical miles, nothing;
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(b)	for each successive 100 nautical miles thereafter (distances less than 50 nautical miles being disregarded) €200.000 (two hundred thousand Euros),
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provided always that the maximum aggregate amount payable by the Builder for range deficiencies of any magnitude will not in any circumstances whatsoever exceed €750.000 (seven hundred and fifty thousand Euros).

The Builder should endeavor during the design and plan approval phases to increase the total fuel capacity and therefore the range of the Yacht, at no additional cost to the Buyer. The hull platform, originally designed for the 57 steel, has been enlarged and it is still in final design phase. Capacity plan and tanks storage capacity will be disclosed accordingly when the design process will be completed. At this stage we can confirm the performance and the capacity/range listed in the Sales Specification.

11.2.3	If the deficiency in the Yacht’s range is more than 500 nautical miles then the Buyer shall have the option to accept the Yacht on such terms as might be mutually agreed between the Builder and Buyer or as an alternative to receiving the<br> above mentioned liquidated damages and provided the Builder fails to remedy the range level, the Buyer shall have the option to terminate this Contract with the consequences provided for in Clause 14.2.
11.3	Noise levels
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11.3.1	If the actual noise level measured in any owner or guest rooms/areas or in any room for which specific noise levels are defined in the Specification exceed the maximum noise levels defined in the Specifications in each of harbour mode or<br> at cruising speed by more than 1.5 dB(A), the Builder shall pay to the Buyer as liquidated damages for each successive 0.5 dB(A) beyond 1.5 dB(A) or thereafter €20.000 (twenty thousand Euros) for each room/area identified in the<br> Specifications.
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11.3.2	Provided that if the actual noise level in any such room/area exceeds the level for which liquidated damages become due as mentioned above in each of harbour mode or at cruising speed by more than 4 dB(A) then the Buyer shall have the<br> option to accept the Yacht on such terms as might be mutually agreed between the Builder and Buyer or, as an alternative to receiving the above mentioned liquidated damages and provided the Builder fails to remedy the noise levels, shall<br> have the option to terminate this Contract with the consequences provided for in Clause 14.2.
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11.3.3	For the avoidance of doubt, liquidated damages payable to the Buyer pursuant to this Clause 11.3 shall never exceed €350.000 (three hundred and fifty thousand Euros).
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11.4	Vibration
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11.4.1	If the actual vibration level measured in any owner or guest rooms/areas or in the upper salon and the main salon/dining room of the Yacht identified as such in the Specifications and for which vibration levels are defined in the<br> Specifications and measured in accordance with the conditions as defined in the Specifications exceeds the vibration level set out in the Specifications for that room/area the Builder shall pay to the Buyer as liquidated damages the<br> following amounts:
(a)	for the first 1 mm/s of excessive vibration level above the vibration levels set out in the Specifications, nothing;
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(b)	for each successive 0,2 mm/s, thereafter €5.500 (five thousand five hundred Euros) for each room/area identified in the Specification as a room/area for which vibration levels are defined in the Specifications.
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11.4.2	Provided that if the actual vibration level in any such room/area exceeds the level for which liquidated damages become due as mentioned above by more than 2 mm/sec the Buyer and provided the Builder fails to remedy the vibration level,<br> as an alternative to receiving the above mentioned liquidated damages, shall have the option to terminate this Contract with the consequences provided for in Clause 14.2 or to accept the Yacht on such terms as might be mutually agreed<br> between the Buyer and the Builder.
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11.4.3	For the avoidance of doubt, liquidated damages payable to the Buyer pursuant to this Clause 11.4 shall never exceed €160.000 (one hundred and sixty thousand Euros).
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11.5	Limitation of Liability – Exclusive Remedy
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11.5.1	The liquidated damages expressly provided for in this Contract shall be in full and final settlement of the Buyer’s specified claims arising hereunder and Buyer shall not be entitled to claim any additional damages, indemnification or<br> other compensation of any nature whatsoever in respect of such specified claims (save in the event that the Buyer exercises a right of termination in which case the provisions of Clause 14.2 shall apply).
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11.5.2	Notwithstanding anything elsewhere herein contained, the Builder’s maximum aggregate liability for liquidated damages under Clauses 10 and Clause 11 of this Contract shall never exceed an amount equal to five per cent (5%) of the<br> Contract Price. For the avoidance of doubt, liquidated damages payable under Clause 10 and this Clause 11 are cumulative and not mutually exclusive subject always to the maximum cap under this Clause 11.5.2.
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11.5.3	The Builder undertakes to rectify all defect(s) relating to the Yacht’s paintwork in accordance with the Specifications and to achieve the quality parameters set out therein and in accordance with the Builder’s obligations under Clause<br> 16 (to the extent that such defects fall within the meaning of warranty works under Clause 16).
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11.6	Exclusion of Liability
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11.6.1	Any liability of the Builder under or in connection with this Contract shall be limited to the rights and remedies provided for the Buyer in this Contract and there shall be no further liability of the Builder whatsoever for any damages,<br> losses or expenses (whether special, direct, indirect or consequential), including (without limitation) loss of income, earnings, profit, enjoyment or use.
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11.7	General
11.7.1	The Builder shall be entitled before Delivery to take such remedial actions as the Builder considers appropriate (without thereby adversely affecting any other characteristic of the Yacht) to correct any deficiency in the Yacht’s<br> performance, provided that no such remedial action shall constitute grounds for an extension to the Scheduled Delivery Date.
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11.7.2	The Buyer further acknowledges that the payment of liquidated damages under this Clause 11 is a last resort and the Builder will use all reasonable endeavours to try to remedy the relevant deficiency before tendering the Yacht for<br> Delivery.
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11.7.3	The Buyer shall not delay and/or set off any payment due to the Builder under this Contract in case of any dispute relating to the amount of liquidated damages.
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12	Risk and Insurance
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12.1	Risk
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12.1.1	From the date of this Contract until Delivery, the Yacht and such parts as have been constructed and all Materials will be at the Builder’s risk. All risk associated with the Yacht will pass to the Buyer on Delivery.
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12.2	Insurance
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12.2.1	The Yacht and such parts, materials, etc. as aforesaid shall be marked with the Yacht’s Hull Number and shall until Delivery be insured by the Builder with a reputable, first class insurance company at its own expense against all risks<br> (including war risks and risks associated with the conduct of trials) customarily insured against in the yacht construction industry, upon terms comparable to the Institute Clauses for Builders’ Risks 1/6/88 amended to include earthquake<br> risks, and for a sum not less than the Contract Price and the value (as notified from time to time by the Buyer to the Builder) of those items of Buyer’s Supplies delivered to the Shipyard up to an aggregate total limit of €1.000.000 (one<br> million euros) but excluding without limitation paintings, sculptures, art objects and the like which will be insured at the Buyer’s care and cost at their full cost. Such insurance shall be effected and maintained in the name of the<br> Builder and the Buyer as co-assureds for their respective interests but without any liability on the part of the Buyer for premiums, provided that the insurance for the items of Buyer’s Supplies that have been delivered to the Shipyard<br> shall be effected and maintained solely in the name of the Builder and the Buyer as the only co-assureds. Copies of all policies, certificates of insurance and/or cover notes in relation to the Yacht’s insurances pursuant to this Clause<br> 12, shall be supplied by the Builder to the Buyer (redacted if necessary) to provide evidence that the Yacht and the Buyer’s Supplies are insured under the Builder’s policy in accordance with this Clause but it being agreed that the Buyer<br> will not have any right to contact or speak directly with the Builder’s underwriters. For the avoidance of doubt the Buyer will not have any direct recourse nor any direct access to the Builder’s insurances and any sums which might be due<br> to the Buyer in respect of Buyer’s Supplies insured under the Builder’s policy will be paid by the Builder to the Buyer after receipt by the Builder of the relevant insurance proceeds.
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12.2.2	For the avoidance of doubt the Buyer will be obliged to pay any additional premium costs for any increase in the limit of cover of Buyer’s Supplies required by the Buyer.
12.3	Partial Loss
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12.3.1	If before Delivery, the Yacht and/or such parts, materials, etc. as aforesaid before sustain damages for any cause whatsoever not constituting an actual, constructive, arranged or compromised total loss then:
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(a)	any moneys payable under the insurances in respect of such damage shall be applied by the Builder with all due despatch and without any additional cost to the Buyer in making good such damage and thus restore the Yacht to the condition<br> required under the terms of this Contract and of the Specifications; and
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(b)	unless caused by the gross negligence or default of the Builder or its sub-contractors, any delay in completion of the Yacht occasioned by repair and rectification of the damage will constitute a Permissible Delay and the Scheduled<br> Delivery Date will be extended accordingly.
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12.3.2	Notwithstanding the above terms of Clause 12.3.1, the Buyer may be entitled to reject the Yacht in accordance with Clause 8.4.2 above where an item of major machinery or equipment breaks down or suffers any major damage and/or any kind<br> of damage to the hull structures due to grounding and/ or heavy contact occurs prior to delivery and which require complete replacement and the Builder has failed to replace with new machinery or equipment.
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12.4	Total Loss
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12.4.1	If before Delivery the Yacht from any cause whatsoever becomes an actual, constructive, arranged or compromised total loss then subject only to the provisions of this Clause 12.4 this Contract will<br> be deemed to have terminated on the date such total loss occurs and the Builder shall refund the Buyer any sums received by the Builder from the Buyer up to the date such total loss occurred on account of the Contract Price within forty<br> five (45) Banking Days from receipt of the Buyer’s demand. If the Builder has not refunded the Buyer within such forty five (45) Banking Day period, the Buyer will be entitled to make a claim under the Refund Guarantees.
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12.4.2	Following the payment by the Builder to the Buyer under Clause 12.4.1 above, the Builder shall have no further liability towards the Buyer in relation to the total loss.
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12.4.3	Under no circumstances will the Builder be obliged to rebuild or reinstate the Yacht following an actual, constructive, arranged or compromised total loss.
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13	Default by the Buyer
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13.1	Builder’s Right to Terminate
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13.1.1	In addition to such rights as it may have at general law the Builder may suspend construction of the Yacht and/or terminate this Contract at any time by notice to the Buyer:
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(a)	if the Buyer fails to pay any sum due and owing under this Contract within forty-five (45) Days after the Due Date;
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(b)	if the Buyer fails to accept delivery of the Yacht within ten (10) Days after she is properly tendered for Delivery;
(c)	if in breach of Clause 17 the Buyer purports to assign or transfer any of its rights or benefits under this Contract or there is any change in the beneficial ownership and control of the Buyer (other<br> than due to the death of the beneficial owner);
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(d)	if the Buyer commits a repudiatory breach going to the root of this Contract or is a party to dishonest or fraudulent conduct in relation to this Contract;
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(e)	if a bona fide petition is presented, order made or resolution passed in any part of the world for the winding up, liquidation or dissolution of the Buyer or if a receiver, receiver and manager, administrator or comparable official is<br> appointed of the whole or a material part of the Buyer’s undertaking, property or assets;
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(f)	if the Buyer suspends payment of its debts or states or intimates any intention of so doing; or
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(g)	if the Builder is entitled to terminate this Contract pursuant to any other terms thereof.
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13.2	Effects of Builder’s Termination
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13.2.1	Upon lawful termination of this Contract by the Builder the Builder will be entitled either (i) to sell the incomplete Yacht and her machinery, equipment and components, or (ii) to complete the Yacht to the same or a different<br> specification and sell her after completion, and any such sale may be by public auction (in which case the Builder or its agents may bid for or acquire the Yacht) or by private contract at such time, at such price and upon such terms and<br> conditions as the Builder in its discretion (but always acting reasonably and in good faith) may determine, provided that the Builder shall use all reasonable endeavours to attain the best possible price for the Yacht.
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13.2.2	If the Yacht is sold by the Builder in an incomplete state pursuant to Clause 13.2.1 above, the Builder will retain the instalments of the Contract Price already paid by the Buyer. In addition the Builder will apply the proceeds of sale<br> in payment of:
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(a)	First, the expenses of the sale (including, for the avoidance of doubt, in relation to any prospective sale which does not complete) and all other costs and expenses incurred by reason of the Buyer’s default including, but without<br> limitation, the Builder’s liability to the sub-contractors and suppliers (unless included in one of the categories below), legal fees (on a full indemnity basis), marketing and advertising expenses, commissions and brokerage fees pursuant<br> to a written agreement, and the management, administrative and marketing time incurred in each case by the Builder, all such costs being in relation to the Yacht;
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(b)	Second, the total amount of the instalments of the Contract Price due at the time of termination but not paid by the Buyer;
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(c)	Third, any costs incurred by the Builder in modifying the Yacht to comply with the requirements of the purchaser;
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(d)	Fourth, interest on any instalments of the Contract Price due, but unpaid, at the time of termination, calculated in accordance with Clause 3.5.4 from the Due Date for the payment thereof until the date of receipt by the Builder<br> of the proceeds of sale;
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(e)	Fifth, the cost of additional work and materials (if any) supplied by the Builder in the construction of the Yacht that have not been included in the pre-delivery instalments of the Contract Price payable under Clause 13.2.2(b) at<br> the time of termination;
(f)	Sixth, an amount equal to five per cent (5%) of the Contract Price representing the Builder’s reasonably estimated loss of profit in respect of this Contract;
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thereafter any surplus remaining from the proceeds of sale will be paid to the Buyer (subject to a maximum payment equal to the instalment(s) of the Contract Price already paid by the Buyer plus the value of the Buyer’s Supplies sold with the Yacht). Any shortfall between (a) the aggregate of (i) the instalments of the Contract Price already paid by the Buyer and (ii) the items listed in Clauses 13.2.2(a) to 13.2.2(f) inclusive above and (b) the proceeds of sale, will be paid by the Buyer to the Builder.

13.2.3	If the Yacht is sold by the Builder in a completed state pursuant to Clause 13.2.1 above the Builder will retain the instalment(s) of the Contract Price already paid by the Buyer. In addition, the Builder will apply the proceeds of sale<br> in payment of:
(a)	First, the expenses of the sale (including, for the avoidance of doubt, in relation to any prospective sale which does not complete) and all other costs and expenses incurred by reason of the Buyer’s default including, but<br> without limitation, the Builder’s liability to the sub-contractors and suppliers (unless included in one of the categories below), legal fees (on a full indemnity basis), marketing and advertising expenses, commissions and brokerage fees<br> pursuant to a written agreement, and the management, administrative and marketing time incurred in each case by the Builder, all such costs being in relation to the Yacht;
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(b)	Second, any costs incurred by the Builder in modifying the Yacht to comply with the requirements of the purchaser;
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(c)	Third, the total amount of the instalments of the Contract Price due at the time of termination but not paid by the Buyer;
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(d)	Fourth, interest on any unpaid instalments of the Contract Price calculated in accordance with Clause 3.5.4 from the Due Date for the payment thereof until the date of receipt by the Builder of the proceeds of sale;
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(e)	Fifth, all other instalments of the Contract Price not paid or due at the time of termination (i.e. not retained by the Builder or paid under Clause 13.2.3(c)),
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thereafter any surplus remaining from the proceeds of sale will be paid to the Buyer (subject to a maximum payment equal to the instalment(s) of the Contract Price already paid by the Buyer plus the value of the Buyer’s Supplies sold with the Yacht). Any shortfall between (a) the aggregate of (i) the instalments of the Contract Price already paid by the Buyer and (ii) the items listed in Clauses 13.2.3(a) to 13.2.3(e) inclusive above and (b) the proceeds of sale, will be paid by the Buyer to the Builder.

13.2.4	Upon lawful termination by the Builder under this Clause 13, the Buyer will promptly return to the Builder any original Refund Guarantees delivered by the Builder to the Buyer in accordance with this Contract.
13.2.5	Notwithstanding the foregoing if the benefit of this Contract is held by way of security by a bank or financial institution as contemplated by Clause 17.1.1(a) then before exercising any right to terminate this Contract in accordance<br> with this Clause 13 the Builder will give the bank or financial institution in question ten (10) Days’ notice of intention to terminate and the opportunity within such period of ten (10) Days to rectify<br> all subsisting breaches by the Buyer of its obligations under this Contract and to take over and undertake unconditionally to perform all the Buyer’s remaining obligations under this Contract.
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13.2.6	This Clause 13 sets forth the entire obligation of the Buyer in the event of termination of this Contract by the Builder. .
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14	Default by the Builder
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14.1	Buyer’s Right to Terminate
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14.1.1	In addition to such rights as it may have at general law the Buyer may terminate this Contract at any time by notice to the Builder:
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(a)	if the Builder commits a material breach of this Contract or is a party to dishonest or fraudulent conduct or act in gross negligence or wilful misconduct or deliberate default in relation to this Contract;
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(b)	if a bona fide petition is presented, order made or resolution passed in any part of the world for the winding up, liquidation or dissolution of the Builder or if a receiver, receiver and manager, administrator or comparable official is<br> appointed of the whole or a material part of the Builder’s undertaking, property or assets;
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(c)	If the total cumulative time of all Force Majeure delays exceeds two hundred and seventy (270) Days, unless the Buyer elects to agree to a new delivery date on such terms and conditions as the Buyer may agree;
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(d)	if the Scheduled Delivery Date is delayed by more than two hundred and forty (240) Days plus the grace period of 30 (Thirty) Days and unless the Buyer elects to agree to a new Scheduled Delivery Date in accordance with Clause 10.1.4<br> above;
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(e)	if the Builder becomes subject to fallimento, concordato preventivo, liquidazione coatta amministrativa or amministrazione straordinaria or is subject<br> to or applies for any other similar insolvency and/or winding up (as amended and supplemented from time to time);
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(f)	if the Builder suspends payment of its debts or ceases to carry on its present business or states or intimates any intention of so doing;
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(g)	if the Builder suspends Works on the Yacht for a period of thirty (30) consecutive Days, other than as permitted in accordance with this Contract;
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(h)	if the Yacht becomes an actual, constructive or agreed total loss;
(i)	if the Buyer is entitled to terminate this Contract pursuant to any other terms thereof.
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14.2	Effects of Buyer’s Termination
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14.2.1	Upon lawful termination of this Contract by the Buyer the Buyer will be entitled by notice in writing given at any time thereafter to require the Builder:
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(a)	to refund all amounts paid by the Buyer on account of the Contract Price together with interest on each such amount from the date of payment until the date of refund calculated on a daily basis at (3) three-Month Euribor and such refund<br> shall be paid by the Builder within forty five (45) Banking Days from receipt by the Builder of the Buyer’s notice (save where such termination is disputed, in which case such amounts shall be paid in accordance with the arbitration award<br> issued under Clause 20.1.4);
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(b)	to return all the Buyer’s Supplies which can be removed from the Yacht without causing any damage to the Yacht; and
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(c)	if and to the extent that the Buyer’s Supplies cannot be returned to the Buyer in the same condition in which they were delivered to the Builder, to pay to the Buyer the acquisition cost thereof (as evidenced by the relevant purchase<br> invoices) plus interest calculated at (3) three-Month Euribor from the respective date of payment thereof by the Buyer;
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14.2.2	If the Buyer has not received a refund as required by Clause 14.2.1 within forty five (45) Banking Days from such demand (save where such termination is disputed, in which case such amounts shall be paid in accordance with the<br> arbitration award issued under Clause 20.1.4) then the Buyer shall be entitled to make a claim under the Refund Guarantees.
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14.2.3	Following termination of this Contract the Builder will have no obligation or liability whatsoever except as expressly provided by this Clause 14 and in particular (without limitation) the Builder will be not liable for any loss or<br> damage consequential or otherwise of whatsoever nature in any way deriving from or connected with its default.
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15	Limitations
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15.1	Maximum Liability
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15.1.1	Save as expressly appears in this Contract or where the liability is in respect of personal injury or death caused by the Builder’s wilful misconduct or negligence the Builder’s maximum aggregate liability under or pursuant to this<br> Contract or any termination will be an amount equal to the amount paid by the Buyer on account of the Contract Price and interest thereon calculated at (3) three-Month Euribor from time to time.
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15.2	Consequential Loss
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15.2.1	Save as expressly appears in this Contract , the Builder will have no liability for claims of whatsoever nature and howsoever arising (in contract, tort or otherwise) for any loss of use, profits, time or charter income, for any<br> consequential, indirect or contingent loss or damage, or for any losses, damage, costs or expenses that are consequential upon or indirectly or contingently caused by the breakdown, malfunctioning, fault or failure of any kind whatsoever of<br> the Yacht.
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15.3	Dealers and Brokers
15.3.1	The Buyer acknowledges that save as expressly appears in this Contract the dealer or broker (if any) with whom the Buyer has dealt in relation to this Contract has at no time had any power or authority to bind the Builder or to make any<br> representation or incur any liability or obligation for or on behalf of the Builder.
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16	Warranty
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16.1	Extent of Warranty
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The Builder for a period of twenty-four (24) Months following Delivery and acceptance of the Yacht (the Warranty Period) warrants the Yacht and all the equipment against all defects due to defective design and/or defective material and/or defective /incompetent workmanship. The Builder shall at its own expense remedy the said defects on the terms stated under this Clause 16

16.1.1	The express provisions of this Contract constitute the Builder’s exclusive warranty as to the description, quality, merchantability and fitness for purpose of the Yacht and the express provisions of this Clause 16 constitute the full extent of the Builder’s obligations after delivery of the Yacht notwithstanding any act, matter or thing done or omitted to be done by the Builder (whether negligently or otherwise) in or about her<br> construction.
16.1.2	The Buyer or the Buyer’s Representative shall notify the Builder as soon as possible and in any event within ten (10) Days after the discovery of any defect for which a claim is made under this Clause 16<br> and the Buyer’s written notice shall describe the defect in reasonable detail. If the Buyer fails to notify the Builder within such ten (10) Day period, the Builder shall have no liability in respect of any further deterioration or<br> additional damage caused by the delay in notification.
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16.1.3	The Builder shall have no liability under this Clause 16 for any defects discovered by the Buyer prior to the expiry of the Warranty Period, unless notice of such defects is given by the Buyer not<br> later than ten (10) Days after such expiry date. The Builder shall have no liability under this Clause 16 for any defects discovered after the expiry of the Warranty Period.
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16.1.4	Prior to the delivery of the Yacht to the Yard, or to any shipyard indicated and/or approved by the Builder, for any warranty work, the Buyer warrants that all of the Yacht’s customary insurances remain in place. The Buyer shall provide<br> the Builder with copies of such insurances and shall ensure that all customary insurance remain valid and in place during the period of the warranty works.
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16.2	Undertaking to Rectify Defects
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16.2.1	The Builder undertakes to rectify as soon as practicably possible taking into consideration the nature of the defects and subject the Yacht’s being made available to the Builder:
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(a)	all Minor Non-Conformities agreed between the parties or notified by the Buyer before delivery in accordance with Clause 8.5; and
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(b)	any defect in the Yacht due to faulty design, faulty materials/spares /tools (which the Builder shall be obligated to supply) or equipment and/or bad workmanship, on condition that such defect becomes apparent and is notified to the<br> Builder as described at Clause 16.1.
16.2.2	During the foregoing Warranty Period the Builder will have the option from time to time to place on board one (1) Builder’s representative who will act as its observer and to whom all reasonable<br> assistance will be granted for the fulfilment of his/her tasks.
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16.3	Exclusions from Warranty
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16.3.1	The Builder’s obligations under Clause 16.2 will not extend to defects arising from:
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(a)	normal wear and tear or average damage;
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(b)	work done and/or alterations made by persons other than the Builder or its servants or agents, save for emergency work and/or work carried out by third party’s approved by the Builder;
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(c)	any unusual use or operation of the Yacht not reasonably within her design or operational limitations;
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(d)	wilful misconduct, mismanagement or gross negligence in the use of the Yacht; and
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(e)	lack of proper maintenance of the Yacht or any failure to implement and follow in all material respects any care and/or maintenance instructions given by the Builder in writing.
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16.4	Performance of Rectification Work
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16.4.1	All rectification work will be carried out by the Builder with reasonable despatch during normal working hours at its Yard or at a shipyard indicated by the Builder.
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16.4.2	If the Yacht cannot be brought to the Yard due to the nature of the defects, or if the Buyer reasonably and acting in good faith considers it to be impractical or inconvenient to bring the Yacht back to the Yard, then the Builder will<br> promptly either:
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(a)	send its own nominated engineers at Builders expense to carry out the work at the place where the Yacht is located; or
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(b)	arrange for the work to be carried out at the nearest convenient and suitable shipyard or facility indicated by the Builder.
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16.4.3	Delivery of the Yacht to the Yard or to any other shipyard shall be at the Buyer’s cost and responsibility unless the defects (falling within the Builder’s responsibility under this Clause 16) affect the seaworthiness and safe navigation<br> of the Yacht and would impair the Yacht’s insurance cover, in which case, delivery of the Yacht to the Yard or to any other shipyard approved in writing by the Builder shall be at the Builder’s cost and responsibility.
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If the Parties agree that it is more convenient to perform agreed warranty works at a shipyard agreed by both Parties, then in such case the Buyer shall cover any pre-agreed documented and reasonable travelling and subsistence costs incurred by the Builder in respect of personnel attending the works, cost for the shipment of materials and spare parts and it being agreed that the Builder’s liability shall be limited to the cost equal to what it would cost to carry out the same works at the Builder’s yard.

16.4.4	The Builder will have no liability whatsoever for repair and replacement work carried out elsewhere than in the Yard without its prior agreement. The Builder will not be responsible to pay any cost for repair and replacement work carried<br> out without the prior written approval by the Builder of such estimates and costs.
16.4.5	During the execution of the warranty works at the Builder’s shipyard, the Yacht shall be fully insured by the Buyer at its own expense against all risks customarily insured by a marine Hull & Machinery Policy and will procure a<br> waiver of subrogation rights from the yacht’s insurers in respect of any recourse action they may otherwise have against the Builder with respect to any loss or claim in so far as such loss or claims, or the aggregate of any such losses or<br> claims exceeds € 1.000.000 (one million Euros). The Buyer must provide evidence of such coverage to the Builder in the form of a copy of the relevant valid insurance certificates. The Builder shall maintain, at no cost to the Buyer, its<br> usual general liability insurance, which insurance will be primary and non-contributory to any insurance carried by the Buyer. The Builder shall, at the Buyer’s request, make immediately available to the Buyer copies of the insurance<br> policies, such policy shall include third party physical damage.
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16.5	Payment and/or Reimbursement of Costs and Expenses
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16.5.1	In all cases the Buyer must pay and/or reimburse:
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(a)	all costs connected with moving or towing the Yacht to the place selected for any repair and replacement work save where the Yacht cannot be brought back to the Yard or to the place selected for any repair and replacement due to defects<br> affecting the seaworthiness and safe navigation of the Yacht and impairing the Yacht’s insurance cover, in which case the cost for moving or towing the Yacht to the shipyard indicated by the Builder will be for the Builder’s account.
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(b)	all ordinary operating costs that are not directly related to warranty works including, without limitation, electricity and water supply, sewage and other similar expenses; and
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(c)	all costs and expenses incurred by the Builder in and about investigating, repairing or replacing at the Buyer’s request or insistence any alleged defect which proves not to have been the Builder’s responsibility under the terms of this<br> Clause 16 including (without limitation) all travel and living expenses incurred in that behalf.
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16.6	Subsisting Warranties
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16.6.1	If at the end of the Warranty Period for which the Builder is liable as aforesaid there are subsisting warranties in respect of the Yacht or her machinery or equipment from any of the Builder’s sub-contractors or suppliers which are<br> capable of legal assignment, then the Builder will arrange assignment of the same to the Buyer or if no assignment is permitted, directly enforce the same for the benefit of the Buyer. All expenses of any such assignment will be for the<br> Buyer’s account and the Builder accepts no responsibility for the performance by its sub-contractors or suppliers of their obligations under any such warranty after the expiry of the Builder’s Warranty Period.
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17	Assignment
17.1	Permitted Assignments
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17.1.1	The Buyer may assign all its rights and benefits of this Contract:
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(a)	by way of security to a bank or financial institution providing finance in connection with this Contract; or
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(b)	to a corporation wholly owned and controlled by the beneficial owner; or
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(c)	(after delivery and acceptance and payment and satisfaction in full of the Contract Price) to a bona fide Buyer of the Yacht subject always to such assignee complying with the Builder’s KYC requirements and verification and the Builder<br> having received the relevant supporting documentation and having cleared its risk compliance process..
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17.1.2	It will be a condition of any assignment of this Contract by the Buyer that the Builder’s rights are not thereby diminished nor its obligations increased and the Buyer must indemnify the Builder against all legal fees and other expenses<br> incurred in connection with the assignment.
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17.2	Prohibited Assignments and Maintenance of Beneficial Ownership
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17.2.1	Save as expressly provided by this Clause 17 neither party may assign any of its rights under this Contract without the prior written consent of the other such consent not to be unreasonably<br> withheld.
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17.2.2	The Buyer acknowledges that this Contract has been negotiated and concluded on the understanding that its beneficial owner will remain the same, as disclosed to the Builder, until delivery and acceptance of the Yacht and that there must<br> not be any change in the beneficial ownership of the Buyer without the Builder’s prior written consent.
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18	Intellectual Property
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18.1.1	Save as set out at Clause 4, the Builder retains ownership of all rights pertaining to the General Arrangement Plan, the Specifications and any and all drawings, technical descriptions, calculations, test results and other data<br> calculation, renderings information and documents concerning the design and construction of the Yacht.
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18.1.2	The Builder warrants that no patents, copyright or other design rights or intellectual property or industrial rights of third parties will be infringed by the design, construction or outfit of the Yacht, by the General Arrangement Plan,<br> the Specifications, the Design Drawings, plans, instructions or other documents, or by any article supplied by or on behalf of the Builder in connection with the Yacht and/or this Contract. Nonetheless, should a third party raise claims<br> for infringement of any patent, copyright or other design rights or intellectual property or industrial rights, the Builder shall indemnify the Buyer, and hereby indemnifies the Buyer, against any action, claim, demand, liability, costs,<br> expenses and losses (including legal fees and expenses) incurred by the Buyer as a result of such claim; and the Parties shall, at the Builder’s expense, give each other all such assistance in the defence of such claims as the other Party<br> may reasonably request in connection therewith.
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18.1.3	The Buyer undertakes not to publish or disclose any of the foregoing to third parties or to seek to exploit them without the Builder’s written consent, (such consent not to be unreasonably withheld, where necessary to enable the Buyer to<br> operate and maintain the Yacht and effect repairs or pursuant to Clause 14.2).
18.1.4	Ownership of all rights to any and all working drawings, technical descriptions, calculations, test results and other data, information and documents concerning the design and construction of the Yacht which have been or will be produced<br> by any third party designers appointed by the Buyer shall remain with the Buyer or such third party designers (as applicable). The Builder undertakes not to publish or disclose any of the foregoing to third parties or to seek to exploit<br> them without the Buyer’s written consent provided that the Builder shall have a licence to use the same for the purpose of constructing and completing the Yacht and effecting any repairs pursuant to Clause 14.2.
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19	Patent Infringement
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19.1	Builder’s Indemnity
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19.1.1	The Builder will indemnify the Buyer against all loss, liabilities, costs and expenses (including costs and expenses of litigation if any) incurred or suffered by reason of any infringement of any intellectual property rights in<br> connection with the Yacht and her construction but the Builder will have no liability in respect of the Buyer’s Supplies or any elements of the Yacht’s design provided by or on behalf of the Buyer.
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20	Law and Jurisdiction
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20.1.1	This Contract is subject to English Law.
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20.1.2	In the event of a dispute, difference or claim regarding matters governed by the rules of the Classification Society or Flag State, the matter shall be referred to that agency or regulatory body, whose decision shall be final and binding<br> on the parties hereto.
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20.1.3	Subject to Clause 20.1.2, all disputes relating to purely technical aspects of the construction of the Yacht, including but without limiting the generality of the foregoing, purely technical disputes<br> as to whether the Yacht suffers from any defect and/or complies with this Contract and the Specifications when tendered for Delivery by the Builder and purely technical disputes relating to the Consequential Effects of compulsory<br> modifications within the meaning of Clause 7.3) (but with the exclusion of price quotes and estimates of the Builder) and any other purely technical disputes, which cannot be resolved by negotiation and<br> agreement between the Builder and the Buyer, will at the written request of either Party be submitted to and finally determined by an independent marine expert who has specific experience in connection with the matter to be determined and<br> being a senior marine surveyor for the time being of the firm Winterbotham Ltd. (the Technical Expert). The Technical Expert shall act as a technical expert and not as an arbitrator provided that if<br> he is unwilling or unable to act or failing agreement by the Parties on the identity of an alternative independent technical expert having specific experience in connection with the matter for which there is a technical dispute within 10<br> (ten) Days after the parties’ receipt of notice that such expert is unwilling or unable to act then the appointment of the Technical Expert will be made by the President for the time being of the London Maritime Arbitrators’ Association.<br> All costs and expenses incurred by the Technical Expert shall be for the account of the Party found to be wrong. The Builder shall be entitled to Permissible Delays flowing from the intervention in the build of the Yacht by the technical<br> dispute referred to the Technical Expert.
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20.1.4	Subject to Clauses 20.1.2 and 20.1.3 above, all disputes arising under this Contract which cannot be resolved by negotiation and agreement between the Parties<br> will be submitted to and settled by binding arbitration in London in accordance with the Arbitration Act 1996 (or any re-enactment or modification for the time being in force) and the rules then in force of the LMAA as follows:
(a)	the Parties must use their best endeavours and co-operate and dedicate such resources as may be necessary to ensure that a final award can be published as quickly and as cost-effectively as possible;
---	---
(b)	the claimant must serve the other Party with written notice of arbitration specifying the matters in dispute and proposing 3 (three) persons acceptable to it as sole arbitrator and the Parties must then co-operate in good faith to try to<br> agree a sole arbitrator (being one of the 3 (three) persons proposed by the claimant or some other suitably qualified person);
---	---
(c)	if no sole arbitrator is agreed within fifteen (15) Days after service of the notice of arbitration the claimant may serve a second notice requiring the matter to be referred to a tribunal of 3 (three) arbitrators (one to be appointed by<br> each Party and the third by the 2 (two) so chosen) and giving notice of the appointment of its arbitrator.
---	---
(d)	if the other Party fails to appoint its arbitrator within five (5) Days following service of the second notice it will be deemed to have accepted and appointed as its own arbitrator the arbitrator appointed by the claimant and the<br> arbitration will proceed before that arbitrator as sole arbitrator;
---	---
(e)	the arbitrator(s) so appointed will determine the proper proportions in which each Party will pay the expenses and legal and other costs of the arbitration;
---	---
(f)	the decision of the arbitrator(s) will be final and binding and not subject to appeal or other judicial review; and
---	---
(g)	judgment on any award by the arbitrator(s) may be entered in any court of competent jurisdiction for enforcement thereof.
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21	Notices
---	---
21.1	Address for Notices
---	---
21.1.1	All correspondence and/or notice required to be sent under or in connection with this Contract shall be in writing and shall be (i) delivered by hand or by courier to the address(es) and marked for the attention of the individuals set<br> out below or (ii) sent by email to the email address(es) specified below. Communication by telephone and verbal communication which will be used for practical reasons between representatives of the Builder and the Buyer, will be confirmed<br> in writing as stated above if crucial for the execution of the Contract.
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21.1.2	The addresses and email addresses for correspondence and service of notices are:
---	---

(a)	to the Builder:
Attn:	Massimo Perotti
---	---
Address:	Sanlorenzo S.p.A
	Via Armezzone, 3
	19031 Ameglia (SP)
	Italy
Email:
c.c.
(b)	to the Buyer:
---	---
Attn:	Andreas Louka / Konstantinos Patis
---	---	---	---
Address:	91 Megalou Alexandrou Street 15124, Marousi Greece
Email		/	c.c
21.1.3	A Party may change its details given in Clause 21.1.2 above by giving written notice to the other Party.
---	---
21.1.4	Any correspondence or notice shall be deemed to have been received:
---	---
(a)	if delivered by hand or by courier, at the time the notice is left at the proper address, or, if this time falls outside business hours in the place of receipt, when business hours resume; and
---	---
(b)	if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume,
---	---

for the purposes of this clause, “business hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

21.1.5	This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
21.2	Notice to Buyer’s Representative
---	---
21.2.1	In addition, any notice or communication given by or on behalf of the Builder to the Buyer’s Representative will be deemed to have been given to the Buyer.
---	---
21.3	Notice to Builder’s Project Manager
---	---
21.3.1	In addition, any notice or communication given by or on behalf of the Buyer to the Builder’s Project Manager will be deemed to have been given to the Builder.
---	---
22	General Provisions
---	---
22.1	Publicity and Confidentiality
---	---

22.1.1	The Builder may take photographs and video footage of the Yacht during construction and Sea Trials and at the time of Delivery. The Buyer (without disclosing the identity of the Yacht’s beneficial owner) will allow the publication of<br> pictures (excluding the UBO’s room) and a brochure of the Yacht for advertising purposes and will consider to make the Yacht available to the Builder for exhibition at the Monaco Yacht Show in the first Year edition falling after Delivery<br> on terms to be agreed with the Builder and provided that the Builder the Builder shall provide a thirty (30) Days’ prior written notice to the Buyer and will bear all costs in relation to such exhibition, including any costs for decorating<br> or setting up the Yacht save that any other ordinary cost regarding the operation of the Yacht (including without limitation crew and insurance) will be for the Buyer’s account. Save as provided in this Clause 22.1.1, the Yacht shall not<br> be used for any other marketing or social events, unless agreed and consented and any damages occurred not caused by the Buyer, by the Buyer’s crew and/or by anyone acting on the instructions of the Buyer shall be for the account of the<br> Builder.
22.1.2	Before delivery and acceptance of the Yacht and payment and satisfaction in full of the Contract Price neither the Buyer nor any of its servants or agents may publish any image or text concerning the Yacht or claiming or foreshadowing<br> ownership of the same except with the Builder’s prior written consent or for the purpose of exercising or performing its express rights or obligations under this Contract.
---	---
22.1.3	Subject as aforesaid neither Party will publish or disclose to any person without the prior written approval of the other party the contents or import of this Contract, the General Arrangement Plan or the Specifications or the Contract<br> Price and the Builder will not publish or disclose (and will take all reasonable precautions to ensure that its servants and agents do not publish or disclose) to any person the identity of the beneficial owner of the Yacht or of any member<br> of the beneficial owner’s family. The undertakings of this Clause 22.1.3 shall be effective during the term of this Contract and remain effective at any time post Delivery and after termination of this Contract (howsoever arising).
---	---
22.1.4	The foregoing restrictions will not apply to the disclosure of information by a party to its legal or other professional representatives or financiers or as required by law or as reasonably necessary in connection with the construction<br> of the Yacht or where such information is already in the public domain otherwise than as a result of a breach of such party’s obligations.
---	---
22.2	Rights of Third Parties
---	---
22.2.1	The Contracts (Rights of Third Parties) Act 1999 will apply to this Contract insofar as is necessary or expedient to give full force and effect to the express provisions of this Contract, but otherwise no person who is not a Party to<br> this Contract may enforce or otherwise have the benefit of any provision of this Contract under that Act.
---	---
22.3	Entire Contract
---	---
22.3.1	This Contract, the General Arrangement Plan and the Specifications (and amendments thereof) constitute the whole of the agreement between the Builder and the Buyer relating to the Yacht and save as appears expressly in this Contract, the<br> General Arrangement Plan and the Specifications the Builder makes no representation or warranty concerning the description, quality, merchantability or performance of the Yacht or her fitness for any particular purpose and it is further<br> agreed that the Sale of Good Act 1979 as the same might be amended or implemented will not apply to this Contract. In particular but without limitation this Contract extinguishes all prior warranties and representations (whether written or<br> oral) concerning its subject matter which may have been made by or on behalf of the Builder.
---	---

22.4	Variation

This Contract may only be varied in writing signed by or on behalf of the Parties.

22.5	Counterparts

This Contract may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

22.6	Know your customer (KYC)

Where any law or regulation obliges the Builder to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to the Builder, the Buyer shall promptly upon the request of the Builder supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Builder (for itself or for its bank) in order for the Builder or its bank, to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations, including without limitation in relation to any checks imposed by the Office of Foreign Assets Control of the United States of America (“OFAC”). The Buyer’s obligation under this clause includes providing the Builder with updated “know your customer” documentation as may be required by the Builder from time to time.

22.7	Sanctions

In the event that the Buyer or its director(s), shareholder(s) or ultimate beneficial owner(s) should become sanctioned (including without limitation by the United Nations, European Union, United Kingdom and/ or United States of America), the Builder shall be entitled to terminate this Contract with immediate effect and the provisions of Clause 13.2 shall apply.

22.8	Illegality

If performance of this Contract by the Builder becomes illegal or forbidden by any law, regulation or ruling of any government body or entity having jurisdiction over the Builder, the Builder shall be entitled to terminate this Contract with immediate effect and the provisions of Clause 13.2 shall apply.

As witness the Parties have executed this Contract the day and year first written.

Signed by<br><br> <br>Builder<br><br> <br>duly authorised for and on behalf of<br><br> <br>Sanlorenzo Spa	)<br><br> <br>)<br><br> <br>)<br><br> <br>)
		sign here:	/s/ Massimo Perotti
		title:	Chairman and CEO
		print name:	Massimo Perotti

Signed by<br><br> <br>Buyer<br><br> <br>duly authorised for and on behalf of<br><br> <br>Roman Explorer Inc.	)<br><br> <br>)<br><br> <br>)<br><br> <br>)
		sign here:	/s/ Andreas Louka
		title:	Attorney in fact
		print name:	Andreas Louka

Schedule 1: Specifications

Schedule 2: General Arrangement Plan

Schedule 3: Change Order Form

<br><br> <br>CHANGE ORDER n°	Hull number [●]

Date:

Sanlorenzo S.p.A. (the Builder) and [●] (the Buyer) hereby agree to modify the Specifications and the General Arrangement Plan of the yacht building contract dated [●] related to the Yacht with hull number [●] as follows:

Modification description:
CHANGE ORDER DUE TO
---	---	---	---
☐	Owner’s request	☐	Classification Society’s request
☐	Captain’s request	☐	Regulatory body’s request
☐	Subcontractor’s request	☐	Indicated material not available
☐	Other
CHANGE ORDER AFFECTING
---	---	---	---
		☐	Delivery date (No)
☐	Cost	☐	Noise and vibration (No)
☐	Weight (No.)	☐	Other
☐	Speed and Range (No.)
PRICE (see annexed price breakdown)
---	---	---
	Additional Price (€):	Price Reduction (€):
Sanlorenzo S.p.A.	Approved for and on behalf of the Owner
---	---

<br><br> <br>CHANGE ORDER n° [●]	Hull number [●]

PRICE BREAKDOWN

Description	Total

Schedule 4: Protocol of Final Delivery and Acceptance

In respect of the [●] metre luxury motor yacht [●], hull number [●] (the Yacht) Sanlorenzo S.p.A., a company duly organised and existing under the laws of Italy whose registered office is at Via Armezzone 3, Ameglia (La Spezia) Italy (the Builder) does hereby deliver the Yacht on [day] of [month and year] at [time] hours (local time) at [location] pursuant to the yacht building contract dated [●] (the Contract).

We, [●], a company organised and registered under the laws of [●] with registered office at [●] do hereby accept delivery of the Yacht pursuant to the Contract as being fully compliant with the terms of the Contract.

[day] of [month and year]

For and on behalf of

SANLORENZO S.P.A.

For and on behalf of

[●]

Schedule 5: Form of Milestone Certificate

Pursuant to Clause 3.3.1 of the yacht building contract (the Contract) between Sanlorenzo S.p.a. (the Builder) and [●] (the Buyer) for the construction of a [●] mt motor yacht identified with hull no. [●] dated [date], we hereby confirm that the instalment event described in Clause 3.2.1:

“[	]”

has been completed in accordance with the Contract.

For and on behalf of [●]

Date:

[Representative]

For and on behalf of [●]

Date:

Schedule 6: Buyer’s Decision List

Schedule 7: Form of Refund Guarantee

To:
	[Beneficiary’s name]
	[Beneficiary’s address]

[Place], [Date]

Our Guarantee nr. [number provided by the bank]

We have been informed by Sanlorenzo S.p.A. that:

A.	in accordance with the terms and conditions of an agreement dated [date of the contract] entered into between Sanlorenzo S.p.A. (the “Builder”) and [—] (the “Buyer”)<br> for the construction, sale and purchase of a 60.00 metre motor yacht model 1150Exp with Hull No. 158 (the “Motor Yacht”) and entered into between Sanlorenzo S.p.A. and [Buyer’s name] (the “Buyer”) (the “Contract”), the Builder has agreed to design, construct, launch, complete, test and deliver the Motor Yacht in consideration for the agreed price of<br> € [price in figures] ([price in letters] Euros).
B.	In accordance with Clause 3.3 of the Contract, you have to pay to the Builder [instalments in figures] ([instalments in letters]) instalments prior to delivery of the said Motor Yacht, each against an irrevocable refund guarantee from a<br> first class bank in your favour for an equal amount to the respective instalment, as security for the Builder’s obligation to refund such instalment on proven lawful termination of the Contract by you.
---	---
C.	According to Clause 3.2.1 [instalment letter] of the Contract, you have to pay the Builder an instalment for the amount of € [amount in figures] ([amount in letters] Euros).
---	---

All the above assumed:

We [Bank name and details] hereby irrevocably guarantee and undertake to pay to you any amount you may claim in relation to such installment up to the maximum amount of € [amount

    in figures\] \(\[amount in letters\] Euros\) on the sole condition that we receive your written request on or prior to the Expiry Date or the New Expiry Date as defined below, together with either:

(i)

the Builder’s written agreement to payment of the amount claimed, or

(ii)

a certified copy of a Court decision declaring the Builder’s insolvency (“sentenza dichiarativa di fallimento”) or any other Court decision, Court order or court resolution which acknowledges and/or declares the Builder’s insolvency and/or leads the Builder becoming subject to “concordato preventivo” or “accordo di ristrutturazione dei debiti”, or “amministrazione controllata straordinaria” or substantially equivalent procedures as confirmed by a court declaration, order or decision, or of a resolution for winding-up or a winding up (“liquidazione”) of the Builder as confirmed by a certified copy of a Court declaration or by a certified copy of an abstract from the Register of Companies, or

---

(iii)	confirmation from insurers of the total loss of the Motor Yacht and unfulfillment of the Builder’s obligation to reimburse any amounts due to the Buyer according to clause [●] of the Contract, or
(iv)	an Arbitration Award issued according to Clause 20.1.4 of the Contract recognizing the lawful termination of the Contract from your side.
---	---

This Refund Guarantee shall be valid until

1.	presentation by the Builder to our counters of a copy of a document named “Protocol of Delivery and Acceptance” of the above mentioned Motor Yacht duly signed by the Builder and the Buyer, or
2.	[scheduled delivery date + 200 days] (the “Expiry Date”), or
---	---
3.	restitution, within the Expiry Date or the New Expiry Date as defined below, by the Builder to our counters of the original of this Refund Guarantee
---	---

whichever comes earlier, provided always that where construction of the Motor Yacht is continuing but has not been completed on the Expiry Date, we hereby irrevocably accept to extend the validity of this Refund Guarantee, after receiving from the Buyer or the Builder, within the Expiry Date, a written instruction indicating the new agreed Expiry Date, in which case the validity of this Refund Guarantee will be automatically extended until [Expiry Date + 270 days] (the “New Expiry Date”).

Request for payment hereunder, if any, must be received by us (at the address mentioned above) by registered mail, courier or swift not later than the Expiry Date or the New Expiry Date, after which this Refund Guarantee will become null and void under all respects, regardless of the restitution of the present document to us.

Notwithstanding the above mentioned Expiry Date or New Expiry Date of this Refund Guarantee, in case we receive notification from you or from the Builder, within the Expiry Date or the New Expiry Date, stating that a dispute has arisen between the parties and it has been deferred to Arbitration in accordance with the provisions of the Contract, the period of validity of this guarantee shall be extended until thirty (30) days after the final award is be rendered in the arbitration, but anyhow not later than [scheduled delivery date + 3 years]. In that event, any claim for payment must be presented to us within [scheduled delivery date + 3 years] together with an authenticated copy of the final award in the proceedings justifying your claim.

In case of the presentation of your written request (also regarding the extension of this Refund Guarantee) the same must be signed on your behalf by a person appointed by you whose name will be notified to us and the relevant signature must be duly authenticated by a bank or by a notary public. As an alternative, the request shall be sent by authenticated swift through one of our correspondent banks to our swift address [●].

The beneficiary may transfer or assign this Refund Guarantee solely with the prior written approval of the Bank, whose consent shall not be unreasonably withheld or delayed. The beneficiary shall notify the bank of any of such transfer or assignment.

This Refund Guarantee shall come into force upon receipt of the payment of the amount of € [amount in figures] ([amount in letters] Euros) in favour of the Builder on their bank account no. [account number] with [Bank name] (SWIFT BIC [●], IBAN [●]).

This Refund Guarantee is governed by Italian law and we submit to the exclusive jurisdiction of the Italian Courts in all matters arising out of this Refund Guarantee.

Exhibit 8.1

Name of Subsidiary	Place of Incorporation
Top Tanker Management Inc.	Marshall Islands
Monte Carlo Seven Shipping Company Limited	Marshall Islands
Monte Carlo 39 Shipping Company Limited	Marshall Islands
PCH Dreaming Inc.	Marshall Islands
South California Inc.	Marshall Islands
Malibu Warrior Inc.	Marshall Islands
Augustus Enterprises Inc.	Marshall Islands
Roman Empire Inc.	Marshall Islands
Athenian Empire Inc.	Marshall Islands
Eco Oceano Ca Inc.	Marshall Islands
Julius Caesar Inc.	Marshall Islands
Legio X Inc.	Marshall Islands
Rubico Inc.	Marshall Islands
Top Mega Yachts Inc.	Marshall Islands
Seawolf Ventures Limited	Marshall Islands
Roman Explorer Inc.	Marshall Islands

Exhibit 12.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

I, Evangelos J. Pistiolis, certify that:

1. I have reviewed this annual report on Form 20-F of TOP Ships Inc. (the “Company”);

2. 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;

3. 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;

4. 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(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

5. 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: April 14, 2025
/s/ Evangelos J. Pistiolis
Evangelos J. Pistiolis
President, Chief Executive Officer and Director (Principal Executive Officer)

Exhibit 12.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

I, Alexandros Tsirikos, certify that:

1. I have reviewed this annual report on Form 20-F of TOP Ships Inc. (the “Company”);

(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: April 14, 2025
/s/ Alexandros Tsirikos
Alexandros Tsirikos
Chief Financial Officer (Principal Financial Officer)

Exhibit 13.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this annual report of TOP Ships Inc. (the "Company") on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Evangelos J. Pistiolis, President, Chief Executive Officer and Director 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: April 14, 2025
/s/ Evangelos J. Pistiolis
Evangelos J. Pistiolis
President, Chief Executive Officer and Director (Principal Executive Officer)

Exhibit 13.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this annual report of TOP Ships Inc. (the "Company") on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Alexandros Tsirikos, 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: April 14, 2025
/s/ Alexandros Tsirikos
Alexandros Tsirikos
Chief Financial Officer (Principal Financial Officer)

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement Nos. 333-267170 and 333-268475 on Form F-3 and the post-effective Amendment to Form F-1 in the Registration Statement on Form F-3 (File No. 333-267545) of our report dated April 14, 2025, relating to the consolidated financial statements of Top Ships Inc. appearing in this Annual Report on Form 20-F for the year ended December 31, 2024.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

April 14, 2025

Exhibit 15.2

CONSENT OF WATSON FARLEY & WILLIAMS LLP

Reference is made to the annual report on Form 20-F of Top Ships Inc. (the “Company”) for the year ended December 31, 2024 (the “Annual Report”) and the Registration Statements on Form F-3 (File Nos. 333-267170 and 333-268475) and the post-effective Amendment to Form F-1 in the Registration Statement on Form F-3 (File No. 333-267545) of the Company including the prospectuses contained therein (together, the “Registration Statements”). We hereby consent to (i) the filing of this letter as an exhibit to the Annual Report, which is incorporated by reference into the Registration Statements and (ii) each reference to us and the discussions of advice provided by us in the Annual Report under the section “Item 10. Additional Information—E. Taxation” and to the incorporation by reference of the same in the Registration Statements, in each case, without admitting we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to any part of the Registration Statements.

/s/ Watson Farley & Williams LLP
Watson Farley & Williams LLP
New York, New York
April 14, 2025

UNITED STATES

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RISKS RELATED TO OUR INDUSTRY

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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

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RISKS RELATED TO OUR COMPANY

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Unless we set aside reserves or are able to borrow funds for vessel replacement, our revenue will decline at the end of a

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Increasing regulation as well as scrutiny and changing expectations from investors, lenders and other market participants with respect to our

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U.S. federal tax authorities could treat us as a “passive foreign

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

RISKS RELATED TO OUR COMMON SHARES

The market price and trading volume of our common shares may continue to be highly volatile, which could lead to a loss of all

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Our By-laws provide that the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for certain

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RISKS RELATED TO OUR RELATIONSHIP WITH OUR FLEET MANAGER AND ITS AFFILIATES

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Anti‑Fouling Requirements

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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

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

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

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

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

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RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2023 AND 2024

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Net Cash from Operating Activities.

Net Cash from Investing Activities.