Exhibit 4.100


 


Certain identified information has been excluded from this exhibit because it is both not
material and is the type that the registrant treats as private or confidential.


 


	Dated
    04th March 2021
	 

     

     

     

     

     

     

	 	Brooge
                                            Petroleum and Gas Investment Company fze

    as
    Operator

     

     

     

     
	 
	 	-
    and –

     

     

     

     
	 
	 	A&T
    Offshore fzc

    as
    Customer
	 


 


 


 


 


 


 


Commercial Storage Agreement        


       





	 	 	 
	 
	Hogan
    Lovells (Middle East) LLPHogan Lovells (Middle East) LLPHogan Lovells (Middle East)

    LLPHogan Lovells (Middle East) LLP

    19th
    Floor, Al Fattan Currency Tower, Dubai International Financial Centre, PO Box 506602, Dubai,



 
             







     


     


    

 


The
parties listed below agree, in this Commercial Storage Agreement (the “Agreement”) dated as of 02nd March 2021
and executed in Abu Dhabi, UAE, the following:


 


	Key
    Commercial Terms
	 
	1.  	Operator	Brooge Petroleum and Gas
    Investment Company FZE, a company incorporated in Fujairah Free Zone, having registration number 13-FZC-1117 and
    registered PO Box 50170 Fujairah United Arab Emirates (the “Operator” or “BPGIC”).
	 	 	 
	2.  	Customer	A&T Offshore FZC, a company incorporated
    in Hamriyah Free Zone, and registered office at ELOB Office, #E-46G-13, P.O. Box 54061, Hamriyah Free Zone, Sharjah, United
    Arab Emirates (the “Customer”).
	 	 	 
	3.  	Agreement to provide
    Services	The Operator agrees to provide the Services
    in relation to the Product at the Terminal, and the Customer wishes to store the Product at the Terminal and desires to purchase
    storage related handling services from the Operator on the terms and conditions set out in this Agreement.
	 	 	 
	4.  	Agreement 	This Agreement comprises these Key Commercial
    Terms and the General Terms and Conditions (“GTCs”) which are attached to this Agreement and are hereby incorporated
    by reference in this Agreement as if they were set out in full and shall apply to the provisions of this Agreement, subject to Clause
    1.4 of the GTCs.



 






    - 1 -


     


    

 




	5.	Definitions	In this Agreement,
    capitalised words and expressions have the meanings set out for them (whether by incorporation, cross-reference or otherwise) in
    the GTCs, unless otherwise defined in this Agreement or the context otherwise requires. In addition,



 


	 	1.	“Circulation
    Charges” means the charges described in Box 16 of these Key Commercial Terms;
	 	 	 
	 	2.	“Clause(s)”
    means the provision(s) and stipulation(s) of the GTCs;
	 	 	 
	 	3.	“Commencement Date”
    means 8 March 2021
	 	 	 
	 	4.	“Excess Throughput
    Charges” means the charges described in Box 14 of these Key Commercial Terms;
	 	 	 
	 	5.	“Fee”
    means, in respect of each month an amount equal to the aggregate of the Rental and Handling Charge, the Excess Throughput Charges,
    the Tank Cleaning Charges, the Circulation Charges, the Tank Heating Charges, the Inter-Tank Transfer Charges, and the TopSide Facility
    Charges for such month;
	 	 	 
	 	6.	“Finance Party”
    means any person providing debt financing to the Operator in connection with the Terminal (excluding any shareholder of the Operator
    or any Affiliate of any shareholder);
	 	 	 
	 	7.	“Floor Price”
    has the meaning given to it in Box 13 of these Key Commercial Terms;
	 	 	 
	 	8.	“Guarantee”
    means the guarantee to be provided pursuant to Box 6 of these Key Commercial Terms;
	 	 	 
	 	9.	“Guarantor”
    has the meaning given to it in Box 6 of these Key Commercial Terms;
	 	 	 
	 	10.	“GTCs”
    has the meaning given to it in Box 4 of these Key Commercial Terms;
	 	 	 
	 	11.	“Inter-Tank Transfer
    Charges” means the charges described in Box 18 of these Key Commercial Terms;



 






    - 2 -


     


    

 


	 	12.	“Key
    Commercial Terms” means the provisions of Box 1 to 22;
	 	 	 
	 	13.	“Market Price”
    has the meaning given to it in Box 13 of these Key Commercial Terms;
	 	 	 
	 	14.	“POF”
    has the meaning given to it in Box 9 of these Key Commercial Terms;
	 	 	 
	 	15.	“Product”
    has the meaning given to it in Box 8 of these Key Commercial Terms;
	 	 	 
	 	16.	“Rental and Handling
    Charges” means the charges described in Box 13 of these Key Commercial Terms;
	 	 	 
	 	17.	“Services”
    has the meaning given to it in Box 10 of these Key Commercial Terms;
	 	 	 
	 	18.	“Storage Facilities”
    means any storage space with pipelines, pumps, component parts and equipment and appliances belonging thereto, which are within the
    Terminal, to be made available to or to be used by the Operator for the purpose of carrying out the Services pursuant to the Agreement;
	 	 	 
	 	19.	“Tank Cleaning
    Charges” means the charges described in Box 15 of these Key Commercial Terms;
	 	 	 
	 	20.	“Tank Heating Charges”
    means the charges described in Box 17 of these Key Commercial Terms;
	 	 	 
	 	21.	“Tank Turn”
    means a volume of Product equal to the Volume Commitment;
	 	 	 
	 	22.	“Term”
    has the meaning given to it in Box 7 of these Key Commercial Terms;
	 	 	 
	 	23.	“Terminal”
    means the petroleum crude and product storage terminal described in Box 9 of these Key Commercial Terms;



 






    - 3 -


     


    

 


	 	24.	“TopSide
    Facility Charges” means the charges described in Box 19 of these Key Commercial Terms; and
	 	 	 
	 	25.	“Volume Commitment”
    has the meaning given to it in Box 11 of these Key Commercial Terms.; and
	 	 	 
	 	26.	“Port Dues”
    has the meaning given to it in Box 20 of these Key Commercial Terms.
	 	 	 
	 	27.	“Wharfage Facility
    Charges” has the meaning given to it in Box 20 of these Key Commercial Terms.



 


	6.	Guarantee	Not used.
	 	 	 
	7.	Period of Agreement
    	The obligations under this Agreement (including
    the obligation of the Operator to provide the Services and of the Customer to pay the Fee) shall begin on the Commencement Date,
    and shall, subject to the terms of this Agreement, continue for a period of 6 months, i.e. 8 March 2021 to 8 September 2021 (the
    “Term”). The Agreement can be renewed based on mutual agreement one month prior to the expiry of the Term, for a
    further 3 months.
	 	 	 
	8.	Product	The Product shall comprise clean petroleum
    product (Gasoil) delivered by the Customer to the Operator for the purposes of carrying out the Services, as described in the Port
    Rules for Topside Facility Operations (the “Top Side Rules”) and the type and specifications of which shall be pre-agreed
    by the parties prior to delivery.
	 	 	 
	9.	Terminal	Terminal means the 399,324 cubic metre capacity
    fuel oil and product storage terminal developed by BPGIC in the Emirate of Fujairah, and more specifically, located near the Port
    of Fujairah (“POF”), United Arab Emirates and any other premises, office, building, Storage Facilities (as defined
    in the GTCs), tank, and pipeline at which or in which Services are provided to the Customer in accordance with this Agreement by
    the Operator or any third party appointed by the Operator.



 






    - 4 -


     


    

 


	10.	Services	The Services shall comprise any or all operations carried out or to be carried out by the Operator in respect of the Product at, outside or through the Terminal, inclusive of but not restricted to:



 


	 	1.	making storage space available in respect of the Volume Commitment;
	 	 	 
	 	2.	storing, manipulating (which shall be deemed to include the through-pumping of the Product between the matrix manifold and the Terminal), moving, treating, processing and delivering; and
	 	 	 
	 	3.	administrative handling of the Product (including preparing shipping documentation for, dealing with mandatory government reporting and/or other administrative activities related to the Product).
	 	 	 
	 	For the avoidance of doubt, the Operator is entitled to sub-contract all or part of the Services to a sub-contractor or third-party operator at its sole discretion.


 


	11.	Volume
    Commitment for Storage	The Customer commits to renting
    a storage capacity of [***] cbm at the Terminal (the “Volume Commitment”), subject to the terms of this Agreement.



 




	12.	Payment	The Operator
    shall invoice, and the Customer shall pay in accordance with this Agreement the aggregate for each month during the Term an amount
    equal to the aggregate of:



 


	 	1.	the Rental
    and Handling Charges;
	 	 	 
	 	2.	the Excess Throughput Charges;
	 	 	 
	 	3.	the Tank Cleaning Charges;
	 	 	 
	 	4.	the Circulation Charges;
	 	 	 
	 	5.	the Inter-Tank Transfer
    Charges; and
	 	 	 
	 	6.	the Port of Fujairah tariffs
    including but not limited to Wharfage Facility Charges; and the TopSide Facility Charges, for such month.



 






    - 5 -


     


    

 


	13.	Rental and Handling Charges	For each month,
    during the Term, the Rental and Handling Charges shall be determined as the Volume Commitment multiplied by the higher of:



 


	 	1.	US$ [***] per
    cbm per month. (“Floor Price”), and
	 	 	 
	 	2.	The applicable market price
    (the “Market Price”) for storage (in US dollars per m3 per month) as determined by the Operator not less than
    30 days in advance for each calendar year, in case applicable for longer term contracts or in case of each renewal.



 


	14.	Excess
    Throughput Charges	The
    Customer shall have at no extra cost a throughput allowance equal to [***] tank turn of [***] per month. Tank turn
    means a volume of product equal to the Volume Commitment. If the Customer exceeds this allowance, the Customer shall pay to the
    Operator, Excess Throughput Charges in respect of the excess above the Volume Commitment delivered or redelivered at a rate in US$
    [***] per cbm of the volume of the product handled per each import/export. Excess Throughput Charges will be reviewed and may
    be adjusted annually by the Operator.

     

    Unused
    free throughput cannot be carried forward to subsequent months.

    

	 	 	 
	15.	Tank Cleaning Charges	If the Customer requires a tank allocated
    to it to be cleaned as a result of the Customer requesting a change in the Product stored in that tank, or in the event of the expiration/termination
    of the Agreement; the Customer shall pay an amount equal to the costs incurred by the Operator in managing and procuring the cleaning
    of the tank or tanks. A third-party surveyor engaged by the Customer shall inspect and test the tank for cleanliness.
	 	 	 
	16.	Circulation Charges	The Customer shall pay to the Operator circulation
    charges (“Circulation Charges”) at a US$ [***] per hour in case such a service is requested by the Customer.



 


	17.	Tank
    Heating	Not
    applicable for the required products

    




 






    - 6 -


     


    

 


	18.	Inter-Tank
    Transfers	If the Customer requests, and
    the Operator consents to, the transfer of the Customer’s Product from one tank to another, the Customer shall pay Inter-Tank Transfer
    Charges to the Operator at the amount of US$ [***] per cbm of Product transferred between any tanks at the same Terminal and measured
    at ambient temperature during the transfer per month.  The custody transfer volume will be based on the issuing tank level
    gauge computation.
	 	 	 
	19.	TopSide Facility
    Charges	The Customer will pay the Operator on a
    pass-through basis the TopSide Facility charges as charged by the POF as further set out in Clause 11 of the GTCs.
	 	 	 
	20.	Port Dues and Wharfage
    Facility Charges	Port
    dues and any other charges (including Wharfage Facility Charges) imposed by the POF on the Customer’s vessels as defined in the port
    of Fujairah Port Tariff (effective from 1 May 2008) as amended from time to time or any other applicable charges shall be borne directly
    by the Customer and are not applicable to this Agreement. To the extent these amounts are invoiced directly to the Operator rather
    than the Customer, the Customer shall repay the Operator all such amounts upon receipt of an invoice in respect of such charges from
    the Operator in accordance with the provisions of Clause 11.

     

    Any
    duties or taxes levied by any competent authority will be payable by the Customer as further set out in Clause 3.10 of the GTCs.

    

	 	 	 
	21.	Change in law	Any material increase in costs reasonably
    incurred or to be incurred and properly evidenced and satisfactorily documented by BPGIC in performing its obligations under this
    Agreement, including any material increase that arises as a direct result of a change in law (including a change in interpretation
    of an existing law), regulation (including a change in interpretation of an existing regulation) or tax, will be borne by the Customer
    on a pro rata basis, that is pro rata to the proportion which its Volume Commitment bears to the total storage capacity of the Terminal,
    by means of an adjustment to the appropriate element(s) of the Fee.


 






    - 7 -


     


    

 


In
witness whereof the Parties hereto have entered into this Agreement
on the day and year first above written.


 


	Signed
    by
	 
	Nicolaas
    L. Paardenkooper
	for and
    on behalf of
	Brooge
    Petroleum and Gas Investment Company FZE



 


In
the presence of:


 


	 	 
	Name:	 



 



	Signed
    by
	 
	Rajeev
    Kumar Madhusoodanan Nair
	for and
    on behalf of
	A&T
    Offshore FZC



 


In
the presence of:


 


	 	 
	Name:	 



 






    - 8 -


     


    

 


	Dated	2021







	



 


	 	

    General
    Terms and Conditions

     
	 
	 	for	 
	 	 	 
	 	Tank
    Storage And Handling of Products

     
	 


 


	 
	 
	 
	 


 


	 		 
	 

	Hogan
    Lovells (Middle East) LLPHogan Lovells (Middle East) LLPHogan Lovells (Middle East)

    LLPHogan Lovells (Middle East) LLP

    19th
    Floor, Al Fattan Currency Tower, Dubai International Financial Centre, PO Box 506602,




 










     


     


    

 


Contents


 




	Clause	 	Page
	2. 	Applicability of GTCs	2
	3.	Products	3
	4.  	Storage Facilities	5
	5. 	Operation and Maintenance of Storage Facilities	7
	6. 	Delivery and Redelivery	8
	7.  	Delivery and Redelivery Requirements	8
	8. 	Handling of Vessels	9
	9. 	Determination of Quantities	10
	10. 	Access to Terminal	11
	11.	Conditions of Payment	11
	12.  	Third Party Charges and Sums on Products	13
	13.  	Rights of Lien and Retention	13
	14. 	Transfer of Ownership	14
	15.	Representations and Warranties	14
	16.  	Termination	14
	17. 	After Termination	16
	18. 	Force Majeure	18
	19. 	Liability	19
	20. 	Insurance	21
	21.  	Confidentiality	22
	22. 	Cumulative Rights and Remedies	23
	23.  	Compliance with Statutes	23
	24. 	Notices	23
	25. 	Assignment	25
	26. 	Consent or Waiver	25
	27. 	Severability	25
	28.  	Applicable Law	25
	29. 	Notice of Dispute	25
	30. 	Arbitration	25
	31. 	Third Party Rights	25



 



    i


     


    

 


		1.	Definitions
                                            and Interpretation



 


		1.1	Definitions



 


In
this Agreement:


 


“Additional
Documents” has the meaning as ascribed to it in Clause 3.2.


 


“Affiliate”
means a Party or person Controlling, Controlled by or under common Control with another Party.


 


“Agreement”
means this Agreement comprised of the Key Commercial Terms and the GTCs or any agreement made in writing between the Customer and the
Operator for the carrying out the Services.


 


“Applicable
Laws” means any federal, emirate, municipal or authority statute, ordinance, regulation, guideline, rule, code, direction or
any licence, consent, permit, authorisation or other approval, including any conditions attached thereto, of the United Arab Emirates,
the Emirate of Fujairah or any public body or authority, local or federal agency, department, inspector, ministry, official or public
or statutory person which has appropriate jurisdiction.


 


“Business
Day” means any day excluding Friday and Saturday and any day which shall be a legal holiday or a day on which banking institutions
are authorised or required by law or other governmental action to be closed in the United Arab Emirates;


 


“Control”
in relation to a body corporate means the ability of a person to ensure that the activities and business of that body corporate are conducted
in accordance with the wishes of that person and a person shall be deemed to have Control of a body corporate if that person possesses
the majority of the issued share capital or the voting rights in that body corporate or the right to appoint or remove directors of that
body corporate holding a majority of the voting rights at meetings of the board of directors (or equivalent management organ) on all,
or substantially all, matters, and except as expressly provided in this Agreement cognates of the term Control shall be construed accordingly.


 


“Customer”
means the Customer as specified in the Key Commercial Terms.


 


“Dispute”
has the meaning given to it in Clause 28.


 


“Energy
Institute” means the professional body for the energy industry, based in the UK.


 


“Failure
to Pay Notice” has the meaning given to it in Clause 13.2.


 


“Force
Majeure” has the meaning given to it in Clause 18.1.


 


“LIBOR”
means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the
administration of that rate) for USD and period of one month displayed on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen or any
benchmark rate which is formally designated, nominated or recommended as the replacement for LIBOR.


 


“Loss”
means any loss, damage, cost and expense suffered by the claimant due to the loss, destruction or damage of any property (including the
property of the claimant) or from any damage to the environment or from the death or injury of any person (including the claimant).


 


“Maintenance
Works” means checking, maintenance, repair and alteration work to the Terminal as per Clause 5.1.


 






     


     


    

 


“OT1”
and “OT2” means all permanent existing and planned oil tanker berths at Oil Tanker Terminal 1 and Oil Tanker Terminal
2 within the Port of Fujairah, along with the installations related thereto.


 


“Party”
and “Parties” means the Customer and the Operator individually and collectively as the context may require.


 


“Port
Regulations” means any rules, regulations, ordinances, procedures, directives, requirements, policies, standards or information
of any kind, whether currently in force or introduced from time to time, produced by the POF in connection with POF and with which users
of POF are required to comply, including the Port Guidelines, the Port Ordinance 1982, and the Top Side Rules, as may be amended from
time to time.


 


“Reasonable
and Prudent Operator” means a person seeking in good faith to perform its contractual obligations and in so doing and in the
general conduct of its undertaking exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily
be expected from a skilled and experienced operator complying with the Port Regulations and all Applicable Laws and engaged in the same
type of undertaking under the same or similar circumstances and conditions as contemplated by this Agreement.


 


“Rules”
has the meaning given to it in Clause 30.1.


 


“Security
Trustee” has the meaning given to it in Clause 16.3.


 


“Standards
of a Reasonable and Prudent Operator” means the standards, practices, methods and procedures expected from a Reasonable and
Prudent Operator.


 


“Termination
Sum” means an amount equal to the aggregate amount that would have become due in respect of the Rental and Handling Charge (fixed
at the higher of the Floor Price or the latest Market Price) under this Agreement until the date on which this Agreement would have expired
in accordance with its terms.


 


“Vessel”
means any boat, ship or tanker delivering Product to the Terminal via the OT1, OT2 or any future jetties or any single buoy mooring system.


 


		1.2	Interpretation



 


Words
importing the singular only also include the plural and vice versa where the context requires; words and expressions importing the masculine
gender include the feminine; reference to person includes any public body and any body of persons incorporate or unincorporate.


 


		1.3	Headings



 


Clause
headings shall be deemed not to be part of the Agreement and shall not be taken into account in the interpretation thereof.


 


		1.4	Prevalence



 


The
provisions of the Key Commercial Terms and the Clauses of the GTCs are to be read as mutually explanatory one of another, but in case
of conflict, discrepancy in or divergence between the provisions of the Key Commercial Terms and the Clauses of this Agreement, the provisions
of the Key Commercial Terms shall prevail.


 


		2.	Applicability
                                            of GTCs



 


All
Services shall be provided and carried out pursuant to this Agreement, unless otherwise agreed in writing by the Parties.


 






    2


     


    

 


		3.	Products



 


		3.1	Description



 


For
each cargo of Product to be delivered to the Terminal, the Customer shall, when required by the Operator in accordance with the Operator’s
normal operating procedures, furnish to the Operator a correct and full written description of the Products as may be reasonably requested
by the Operator and shall include: their nature, type, quality, composition, temperature, weight, volume, value, source, origin, hazard
classification, their pressure and in addition thereto all physical/chemical properties including but not restricted to: boiling point,
flash point, vapour pressure, toxicity, melting point, coagulation point, viscosity, degradableness in water, stability, corrosiveness,
acidity, static loading, smell level, MAC/PEL value and all particulars, knowledge of which is material to the Operator for the provision
of the Services or alternatively, which is of such nature that the Agreement would not have been entered into or not on the same conditions,
if the Operator had had knowledge of those particulars. Such description shall be provided by the Customer in the form specified by the
Operator.


 


		3.2	Additional
                                            Documents



 


The
Customer agrees to execute in its name, pay for, and furnish to the Operator timely before the receipt of the Products all information,
documents, permits, approvals and other materials and data (“Additional Documents”) which may be required by any Applicable
Law including statutes, ordinances, rules, or regulations of any public authority relating to the description, receipt, storing, handling
(loading/unloading), blending, shipping, or disposal of the Products or their waste or waste products, to or from the Terminal, together
with detailed written instructions as to their use and disposition.


 


		3.3	Notification



 


The
Customer shall as soon as practically possible notify the Operator in writing of new data with regard to the Products falling under the
Agreement that become known during the duration of the Agreement.


 


		3.4	No
                                            Cognizance



 


The
Operator shall not be deemed to have knowledge of the description of the Products, if the descriptions referred to in Clause 3.1 and/or
the Additional Documents as per Clause 3.2 are not materially complete or correct. The Operator may accept delivery of the Products notwithstanding
the Operator’s knowledge of any incorrect or incomplete description of the Products and/or incorrect or incomplete Additional Documents
(having notified the Customer of such), and if the Operator shall choose to take delivery of the Products for any reason whatsoever:


 


		(a)	the
                                            Customer shall bear the risk and expense of any necessary measures carried out by the Operator
                                            in respect of the Products arising from such incorrect or incomplete description and/or such
                                            incorrect or incomplete Additional Documents and shall indemnify the Operator against all
                                            Loss arising from such measures; and



 


		(b)	the
                                            Operator shall not be liable for any Loss arising from such taking of delivery of the Products,



 


save
in each case to the extent such Loss arises from the gross negligence or wilful misconduct of the Operator.


 






    3


     


    

 


		3.5	Inspection
                                            of Products



 


		(a)	The
                                            Operator is not bound to check the Products or their quality, conditions and conformity with
                                            their description and/or, as the case maybe, the completeness or correctness of the Additional
                                            Documents. Without prejudice to Clause 3.4, the Operator shall, however, be entitled, on
                                            or before taking delivery of any Products, to measure, test or examine the Products and check
                                            the Additional Documents for the purposes of inspection or verification if the Operator suspects
                                            that the contents have been incompletely or incorrectly described and/or incomplete or incorrect
                                            Additional Documents have been furnished to the Operator. The Customer shall bear the cost
                                            of the Operator’s inspection and verification.



 


		(b)	The
                                            Customer may appoint, at its own cost and expense, an independent inspector(s), the identity
                                            of which shall be approved by the Operator, to ascertain the quality of the Products at the
                                            Terminal. The decision of such inspector(s), if appointed, shall be treated and accepted
                                            by the Customer and the Operator as conclusive and shall be final and binding upon the Operator
                                            and the Customer, save in the case of fraud or manifest error, as to the quality of the Products
                                            so loaded or unloaded. If no inspector is appointed, then in such an event the qualities
                                            ascertained by the Operator shall be binding for both Parties.



 


		3.6	Delivery
                                            of Products



 


		(a)	Any
                                            taking of delivery of the Products by the Operator shall not constitute proof that the Products
                                            were delivered in a good and undamaged condition.



 


		(b)	The
                                            Operator shall, as soon as possible, notify the Customer of any damage or defect of the Products
                                            and/or incompleteness or incorrectness of the description of the Products or the Additional
                                            Documents, which is apparent at the time of delivery thereof but the Customer shall not make
                                            any claim against the Operator by reason of the fact that it has not been so notified.



 


		(c)	The
                                            Operator shall be entitled, at the expense of the Customer, to do all things necessary to
                                            prevent or reduce further deterioration in the condition of the Products and to arrange for
                                            a report to be made on the condition of the Products or, as the case may be, arrange for
                                            the correction or completeness of the Additional Documents, without being liable for any
                                            Loss arising from doing such things and the Customer shall indemnify the Operator against
                                            such Loss save where such Loss arises from the gross negligence or wilful misconduct of the
                                            Operator.



 


		3.7	Refusal
                                            of Products



 


Notwithstanding
other provisions of the Agreement, the Operator shall be entitled to refuse to take delivery of the Products or to carry out any Services
if the acceptance of Product or carrying out of Services may in the reasonable opinion of the Operator result in:


 


		(a)	the
                                            Products delivered purportedly as the Products do not conform with the description thereof
                                            provided by the Customer as per Clause 3.1 and/or are not furnished with complete or correct
                                            Additional Documents as per Clause 3.2;



 


		(b)	danger
                                            or damage either to persons, goods, the Terminal or property generally;



 


		(c)	any
                                            environmental damage; or



 


		(d)	a
                                            violation of the Port Regulations or Applicable Laws.



 






    4


     


    

 


		3.8	If
                                            the Products are at the Terminal and, in the reasonable opinion of the Operator, do not conform
                                            with the description thereof provided by the Customer as per Clause 3.1 and/or are not furnished
                                            with complete or correct Additional Documents as per Clause 3.2, the Operator shall be entitled
                                            to remove the Products forthwith at the risk and expense of the Customer if the carrying
                                            out of the Services may lead to a claim. 



 


		3.9	Admission
                                            to Terminal



 


If
the Operator gives its consent to admit to the Terminal the Products, whose quality deviates from the description referred to in Clause
3.1 and/or, as the case may be, the Additional Documents are incomplete or incorrect as per Clause 3.2, all the necessary extra operations,
of any nature whatsoever, which are carried out in relation to those Products and all further consequences shall be for the account of
the Customer.


 


		3.10	Duties,
                                            Taxes and Charges



 


If
the Products are or may be subject to duties, taxation or other charges by the competent authorities, the Customer shall reasonably in
advance furnish to the Operator, all information and documents required by the Operator to enable the Operator to make the appropriate
declarations to such authorities for such purposes or to facilitate the Operator’s dealings with such authorities. The Customer shall
be liable for and shall indemnify the Operator against any Loss, penalties, taxes or duties paid or payable by the Operator in connection
with the Product.


 


		3.11	Warranty



 


The
Customer warrants that the Products:


 


		(a)	will
                                            cause no damage to the Storage Facilities and/or ancillary equipment of the Terminal;



 


		(b)	will
                                            not render, after cleaning, the Storage Facilities unfit for the proper storage of water
                                            white chemicals; and



 


		(c)	may
                                            lawfully be stored at the Terminal.



 


The
Customer shall be responsible for all fines, penalties and damages directly resulting from the storage of the Products at the Terminal.
Provided, however, the Customer shall not be responsible for such fines, penalties and damages arising from the Operator’s failure
to use reasonable care in safekeeping and handling of the Products or the property of the Customer pursuant to its obligations under
the Agreement or any damage caused by the gross negligence or wilful misconduct of the Operator.


 


		3.12	Title
                                            and risk



 


Except
to the extent inconsistent with Clause 13.3 and Clause 17.5, title and risk in relation to the Product shall remain with the Customer
at all times under the terms of this Agreement.


 


		4.	Storage
                                            Facilities



 


		4.1	Use
                                            of Storage Facilities



 


The
Customer shall only use the Storage Facilities for the purposes specified in the Agreement unless otherwise sublet to another customer,
for which in such case the Customer will effect a mutually agreed sublease contract to be annexed to this Commercial Storage Agreement


 






    5


     


    

 


		4.2	Selection
                                            of Storage Facilities



 


		(a)	Unless
                                            expressly provided otherwise in the Agreement, the Operator shall, at its absolute discretion,
                                            in consultation with the Customer, select the Storage Facilities suitable for receipt and
                                            storage of the Products and shall be entitled to move the Products from one part of the Storage
                                            Facilities to another from time to time with the approval of the Customer (not to be unreasonably
                                            withheld or delayed).



 


		(b)	Subject
                                            to obtaining the consent of the Customer and other relevant customers (which consent shall
                                            not be required in the event of an emergency), the Operator may receive and store the Products
                                            at any of the Storage Facilities at the Terminal in common with Products of the same average
                                            quality and of the same grade as the Products.



 


		(c)	The
                                            Customer shall not be entitled to claim that Products, which the Operator shall subsequently
                                            deliver to the Customer out of such common place purportedly as the Products, are not in
                                            fact the Products, which the Customer had earlier delivered to the Operator for carrying
                                            out the Services.



 


		(d)	The
                                            Operator shall as soon as possible, notify the Customer of any movement of the Products but
                                            the Customer shall not make any claim against the Operator by reason of the fact that it
                                            has not been so notified.



 


		4.3	Suitability
                                            of Storage Facilities



 


The
Customer (or a third-party surveyor engaged by the Customer) shall be entitled to inspect the Storage Facilities to ensure their cleanliness,
suitability and good condition prior to the delivery of the Products to the Operator. The rights to inspect shall be exercised at reasonable
times and with prior written notice, provided the relevant representative of the Customer (or a third-party surveyor engaged by the Customer)
shall comply with all on-site health and safety and other regulations. If the Customer (or a third party surveyor engaged by the Customer)
shall not make such inspection or shall not have objected in writing to the cleanliness, suitability or condition of the Storage Facilities
within 7 days following such inspection, the Storage Facilities shall be deemed to have been in a clean, suitable and good condition
upon the delivery of the Products thereto and the Operator shall not be liable in any way whatsoever for any Loss arising out of any
lack of cleanliness or the state or condition of the Storage Facilities. The decision of any third party surveyor engaged by the Customer
as to the cleanliness or otherwise of the Storage Facilities shall, except in the case of fraud or manifest error, be final.


 


		4.4	Substitute
                                            Storage Facilities



 


If
at any time during the term of the Agreement, the Operator finds it necessary to provide substitute storage facilities to the Customer,
the Operator may do so provided any additional costs involved in the transfer of Products is at the expense of the Operator and the Operator
has obtained the Customer’s prior approval (not to be unreasonably withheld or delayed). Any such substitute storage facilities, while
in use under this Agreement, shall be Storage Facilities referred to in this Agreement. The Operator shall compensate the Customer for
the cost of any Product lost as a result of the use of such substitute Storage Facilities which is only beyond the tolerance rule of
0.5 % plus or minus and that is caused by gross negligence of the Operator.


 






    6


     


    

 


		4.5	Maximum
                                            Contents



 


Unless
explicitly permitted otherwise in writing by the Operator, the maximum allowable weight, which may be stored in any Storage Facility
shall be equivalent to the weight of the volume of water at a temperature of 4oC, with which the capacity of the Storage Facility in
question can be filled. No reduction in the storage rates and charges payable as per Box 12 of the Key Commercial Terms shall be allowed
on the ground that any part of such Storage Facilities shall not have been used.


 


		5.	Operation
                                            and Maintenance of Storage Facilities



 


		5.1	Operation
                                            and Maintenance



 


The
Operator at all times during the term of the Agreement shall operate and maintain the Terminal and related equipment provided hereunder
in good and serviceable condition to the Standards of a Reasonable and Prudent Operator. Provided that the Operator promptly notifies
the Customer, the Operator shall be entitled, at any time and from time to time, to carry out Maintenance Works to the Terminal or to
have these carried out, and furthermore to effect alterations or to have these effected or alternatively to fit additional or special
equipment to the Terminal or to have these fitted, whenever the Operator deems it necessary or prudent to do so or if the Operator is
obliged to do so pursuant to Applicable Law.


 


		5.2	Moving
                                            of Products



 


Subject
to obtaining the Customer’s consent (which consent shall not be unreasonably withheld or delayed) and shall not be required in the event
of an emergency), the Operator shall be entitled to move the Products from the Terminal to other parts of the Terminal if the Operator
shall deem such movement to be necessary for the Operator to carry out such Maintenance Works and in such event the Operator shall as
soon as possible notify the Customer of such movement of the Products. The Operator shall compensate the Customer for any Product lost
as a result of the movement of Products.


 


		5.3	Liability



 


The
Customer shall not be entitled to make any claim that has either directly or indirectly arisen from Maintenance Works or from the deprivation
of the use of the Terminal for any duration as a result of such Maintenance Works provided that the Operator has notified the Customer
as soon as practicable after becoming aware of such works and, except in the case of an emergency, has consulted with the Customer in
respect to such works. Nothing in this Clause 5.3 shall prevent the Customer bringing a claim which has arisen from the gross negligence
or wilful misconduct of the Operator.


 


		5.4	Payment
                                            during Maintenance



 


Subject
to the provisions of this Clause 5.4, the Operator shall be entitled to payment by the Customer of all the rates and charges or other
sums payable by the Customer under the Agreement in respect of the use of the Terminal even during any period that the Customer may be
deprived of the use of the Terminal during such Maintenance Works.


 






    7


     


    

 


		6.	Delivery
                                            and Redelivery



 


		6.1	Delivery



 


The
Products shall be deemed to have been delivered by or on behalf of the Customer to the Operator at the Terminal:


 


		(a)	if
                                            the Products are delivered from a Vessel, immediately upon the Products passing the connecting
                                            flange of the pipeline at the Terminal connected to the manifold of the Vessel; or



 


		(b)	if
                                            the Products are delivered through a pipeline of any other person, immediately upon the Products
                                            passing the valve placed between that pipeline and the pipeline at the Terminal.



 


		6.2	Redelivery



 


The
Products shall be deemed to have been re-delivered by the Operator to the Customer from the Terminal:


 


		(a)	if
                                            the Products are re-delivered to a Vessel, immediately after the Products have passed the
                                            connecting flange of the pipeline at the Terminal connected to the manifold of the Vessel;
                                            or



 


		(b)	if
                                            the Products are re-delivered through a pipeline of any other person, immediately after the
                                            Products have passed the valve placed between the pipeline at the Terminal and the first
                                            mentioned pipeline.



 


		7.	Delivery
                                            and Redelivery Requirements



 


		7.1	Requirements



 


The
Operator shall receive from or re-deliver to the Customer the Products:


 


		(a)	if
                                            so instructed by the Customer;



 


		(b)	against
                                            the presentation of a receipt in a form approved by the Operator and duly signed and stamped
                                            by the Customer,



 


provided
that the Customer shall have performed and observed the material terms and conditions of the Agreement and of any other agreement made
between the Operator and the Customer in respect of other Products at the Terminal, up to the date of such re-delivery.


 


		7.2	No
                                            Obligation



 


Prior
to re-delivery of the Product by the Operator to the Customer, the Customer shall advise the Operator in writing of the person(s) authorised
to take re-delivery of such Product. The Operator shall be entitled and shall endeavour but not obliged to:


 


		(a)	demand
                                            from any person purporting to be entitled or authorised to take re-delivery of the Products,
                                            satisfactory proof of the person’s identity and of such entitlement and authority; and



 


		(b)	satisfy
                                            itself that the signature and stamp appearing on the instructions and receipts are correct
                                            and valid as at the date of re-delivery.



 


The
Operator may at its sole discretion accept and act or reject on any request or instruction given by any person who appears or purports
to be authorised by the Customer to deal with or take redelivery of the Products without being required to verify the same with the Customer,
and in the event that the Operator acts in reliance on any such request or instruction, the same shall be deemed to have been made or
given by the Customer. The Operator shall not be liable for any Loss arising as a result of the Operator accepting and acting on or rejecting
any such request or instruction save in the case of gross negligence or wilful misconduct or fraud of the Operator.


 






    8


     


    

 


		8.	Handling
                                            of Vessels



 


		8.1	POF



 


The
Customer acknowledges and agrees that all Vessels must be acceptable to the POF and it is the responsibility of the Customer to ensure
that its nominated Vessels at all times meet and comply with the requirements of the POF, the Port Regulations, Applicable Laws and any
other requirements and the Operator shall have no liability in this regard. The Customer further agrees that it shall comply with the
Port Regulations and Applicable Laws and any orders or directions issued by the POF or the harbour master, including with respect to
Vessel scheduling, loading, discharge and pilotage.


 


		8.2	Order
                                            of Arrival



 


Subject
to Clause 8.1 and except where required otherwise by the competent authorities or where deemed necessary by the Operator to facilitate
other operations at the Terminal, the Operator shall take delivery of Product from, and redeliver Product to, a Vessel berthed at OT1
or OT2 on a first-come-first-served basis in accordance with the notices given to the Operator by such means and within such time as
shall have been agreed between the Operator and the Customer.


 


		8.3	Delayed
                                            Arrival



 


In
the event of any delay caused to the Vessel or any delay, interruption or departure from the sequence of handing of the handling of the
Vessel due to any cause whatsoever (including the non-availability of a berth or ancillary facilities), the Operator shall not be liable
to the Customer or any other person for any Loss arising from any such delay or interruption or departure, including any claim for any
demurrage or other compensation for any temporary or permanent loss of use of the Vessel.


 


		8.4	Handling
                                            Instructions



 


If
the loading or unloading of the Products shall be undertaken by the Operator as part of the Services, the Customer shall ensure that
the Operator shall receive adequate directions in sufficient time regarding the proper manner of such loading or unloading.


 


		8.5	Inadequate
                                            Instructions



 


		(a)	If
                                            the Operator shall not have received any or any adequate directions as described in Clause
                                            8.4 or shall not have received such directions within sufficient timethe Operator shall be
                                            entitled to refuse to take delivery of or to re-deliver the Products and at the risk and
                                            expense of the Customer, to remove the Vessel to any place chosen by the Operator at its
                                            absolute discretion; and



 


		(b)	the
                                            Customer shall pay to the Operator all losses, costs and expenses (including demurrage and
                                            consequential losses) arising from such non-receipt, refusal and removal and shall be liable
                                            for any Loss arising from such failure and shall indemnify the Operator against such Loss.



 


		8.6	Handling



 


The
Customer shall ensure that, when the Vessel has berthed or landed alongside a delivery or re-delivery point at the Terminal designated
by the Operator and the Operator has declared itself to be ready for such delivery or re-delivery, such loading from or unloading onto
the Vessel (including the connection and disconnection of hoses and the taking and analysis of samples of the Products) shall commence
immediately and proceed diligently on a 24-hour basis daily (including Sundays and public holidays) without interruption or delay until
the completion of such loading or unloading.


 






    9


     


    

 


		8.7	Pumping
                                            Capacity



 


Without
prejudice to the generality of Clause 8.5, the Customer shall ensure that:


 


		(a)	the
                                            Products shall be unloaded from a Vessel at the maximum pumping capacity which is usual in
                                            the case of a vessel of a similar size and tonnage unless directed otherwise by the Operator,
                                            taking into account the receiving capacity of the Terminal and the requirements of safety;
                                            and



 


		(b)	the
                                            Products shall unless directed otherwise by the Operator, be pumped at such temperature,
                                            pressure and condition as will not delay or impede such pumping.



 


If
the Operator and the Customer shall differ on the question of such maximum pumping capacity, temperature, pressure or condition, Clause
30 shall apply.


 


		8.8	Departure



 


The
Customer shall ensure that the Vessel shall be removed from the Terminal promptly upon completion of such loading or unloading or, sooner
if necessary for compliance with the requirements of the competent authorities or where deemed necessary by the Operator to facilitate
other operations at the Terminal.


 


		8.9	Failure



 


If:


 


		(a)	the
                                            Products shall not be unloaded from or loaded onto the Vessel, as the case may be, at the
                                            times and the speed described in Clause 8.7 due to any reason whatsoever; or



 


		(b)	the
                                            Vessel shall not be removed from the Terminal at the time described in Clause 8.8 due to
                                            any reason whatsoever (including the arrest or seizure of the Vessel by a third party),



 


and
the Operator shall have requested the Customer or the master of the Vessel to increase the speed of such discharge or to remove the Vessel,
as the case may be, and the Customer or the master shall fail to comply with such request due to any reason whatsoever the Customer shall
pay to the Operator all losses, costs and expenses (including demurrage and consequential losses) arising from such failure and removal
and shall be liable for any Loss arising from such failure and shall indemnify the Operator against such claims.


 


		9.	Determination
                                            of Quantities



 


		9.1	Vessels



 


Quantities
loaded to or unloaded from a Vessel will be ascertained by the Operator’s automatic tank level gauging system before and after each loading/unloading
event and shall take into account quantities of Product stored in the Terminal’s pipelines. All determinations or quantities shall be
in accordance with ASTM International Standards.


 


		9.2	Surveyor



 


The
Customer may appoint independent inspector(s), the identity of which shall be approved by the Operator, to witness the loading/unloading
of the Products for delivery to, or redelivery from, the Terminal. The decision of such inspectors, if appointed, shall be treated and
accepted by the Customer and the Operator as conclusive and shall be final and binding upon the Operator and the Customer, save for fraud
or manifest error, as to the quantity of the Products so loaded or unloaded. If no inspector is appointed, then in such an event the
quantities ascertained by the Operator shall be binding for both Parties.


 






    10


     


    

 


		10.	Access
                                            to Terminal



 


		10.1	Authorised
                                            Access



 


The
Operator shall grant the Customer and persons authorised in writing by the Customer, access to the Storage Facilities only for the purposes
of the Agreement subject to their compliance with the requirements of the Operator and the competent authorities.


 


		10.2	No
                                            Claim



 


The
Operator shall not be liable for any Loss due to any cause whatsoever arising from the entry to or presence of the Customer or such authorised
persons on the Terminal and the Customer shall indemnify the Operator against such Loss except for Loss which arises due to the gross
negligence or wilful misconduct of the Operator.


 


		11.	Conditions
                                            of Payment



 


		11.1	Invoicing
                                            and Payment



 


		(a)	In
                                            Consideration to Box 13 of Commercial Storage Agreement; the Customer will pay the Operator
                                            the Rental and Handling Charges (as may be revised from time to time pursuant the terms of
                                            this Agreement) covering the Volume Commitment, over the period of 6 months, on account,
                                            and in advance. The first month to be paid in a current-dated cheque to be dated with the
                                            date of this Agreement; and the remaining 5 months period to be paid with five post-dated
                                            cheques, in advance, dated 15 days prior the beginning of each storage month covering the
                                            rest of the Term.



 


		(b)	Not
                                            later than 10 days after the end of each month, the Operator shall submit to the Customer
                                            an invoice for the Fee incurred (excluding the Rental and Handling Charges) in respect of
                                            the immediately preceding month. The Customer shall pay such invoice within 10 days of its
                                            being issued.



 


		(c)	All
                                            sums of whatever nature due from the Customer to the Operator under the Agreement shall be
                                            payable without demand and set-off, or counter claim and without deduction.



 


		(d)	All
                                            amounts payable to the Operator under this Agreement are exclusive of any Value Added Tax
                                            or other applicable sales tax or duty of any kind.



 


		(e)	If
                                            any deduction or withholding for or on account of tax is required by the laws of any jurisdiction
                                            to be made by the Customer from any payment, the Customer shall pay to the Operator such
                                            additional amount as will (after such deduction or withholding has been made) leave the Operator
                                            with an amount equal to the payment which would have been due if no deduction or withholding
                                            for or on account of tax had been required.



 






    11


     


    

 


		11.2	Immediate
                                            Payment



 


Notwithstanding
the period for payment stipulated in Clause 11.1:


 


		(a)	if
                                            legal proceedings shall be commenced by any third party for the bankruptcy or liquidation
                                            or winding up of the Customer, unless the Customer can provide evidence satisfactory to the
                                            Operator that such proceedings are frivolous or vexatious and can be dismissed within 15
                                            days;



 


		(b)	if
                                            the Customer shall make any offer of composition to its creditors (except in the case of
                                            a voluntary reorganisation not including the insolvency of the Customer);



 


		(c)	if
                                            any order of distress or attachment or similar order shall be made against any property of
                                            the Customer and remains undischarged for 14 days;



 


		(d)	if
                                            the Customer shall cease to carry on the business in which it was engaged at the commencement
                                            of effect of the Agreement; or



 


		(e)	if
                                            the Customer shall fail to perform or observe any material term or condition of the Agreement,



 


all
sums due from the Customer to the Operator shall become immediately due and payable.


 


		11.3	Interest



 


If
due to any reason whatsoever (except the default of the Operator), the Customer shall not pay any sum payable to the Operator under the
Agreement within 15 days after the date of the Operator’s invoice then:


 


		(a)	the
                                            Operator shall be entitled to engage the services of any person to recover such sum from
                                            the Customer, in which event the Customer shall also be liable for all actual costs incurred
                                            by the Operator for such services (including the legal costs); and



 


		(b)	regardless
                                            of whether or not the Operator shall have engaged the services of any person as described
                                            in Clause 11.3(a) the Customer shall in addition to all sums payable under the Agreement
                                            and the costs described in Clause 11.3(a) (if any), pay to the Operator interest on such
                                            sums and the costs at 5% above the then current LIBOR rate, which interest shall be payable
                                            on a day to day basis from the date immediately after the due date for payment to the date
                                            of actual payment of such sums,



 


the
costs and interest thereon or to the date of expiry or sooner termination of the Agreement, whichever is earlier.


 


		11.4	Suspension



 


If
the Customer fails to pay any amount within 10 days after the due date under this Agreement, the Operator may suspend the provision of
Services under this Agreement until such non-payment is remedied. The Operator shall notify the Customer of any imminent suspension of
the provision of Services, not less than 5 days prior to the date on which the Operator shall effect such suspension. Failure by the
Operator to provide notification to the Customer of any suspension of the Services shall not limit, diminish or invalidate in any way
the Operator’s right to suspend the provision of the Services in accordance with this Clause 11.4. During the period of suspension, the
Rental and Handling Charges shall continue to be payable.


 






    12


     


    

 


		11.5	Basis



 


For
the avoidance of doubt, it is hereby agreed and declared that:


 


		(a)	where
                                            the Products shall be delivered or taken re-delivery of by a Vessel, such sums have been
                                            charged on the basis that the Products shall be delivered or re-delivered at the flange of
                                            the pipeline which is connected to the manifold of the Vessel;



 


		(b)	unless
                                            expressly agreed otherwise, such sums shall be payable for the whole period during which
                                            the Storage Facilities are available for the Customer’s use pursuant to the Agreement regardless
                                            of whether or not the Customer shall have actually used the same;



 


		(c)	unless
                                            expressly agreed otherwise, such sums shall be payable on a monthly basis. Payment for a
                                            part only of a month should be on a pro rata basis; and



 


		(d)	the
                                            Operator shall not be obliged to recover from third parties any sums which may be due from
                                            third parties to the Customer in respect of the Products.



 


		12.	Third
                                            Party Charges and Sums on Products



 


		12.1	Customer’s
                                            Liability



 


The
Customer shall pay to the Operator the amount of any properly invoiced charges or sums due or paid to third parties (including any freight,
port charges, taxes, duties, contributions, fines and any other costs) in respect of the Customer’s product and/or the provision of Services
to the Customer save for any charges which are specified in the Key Commercial Terms to be borne by the Operator and shall indemnify
the Operator against any Loss arising in respect of such unpaid charges and sums regardless of whether or not the Products shall then
be present at the Terminal.


 


		13.	Rights
                                            of Lien and Retention



 


		13.1	The
                                            Operator shall have a right of lien and retention over the Products and all sums (including
                                            any insured sums collected by the Operator for the Customer), documents and valuables which
                                            the Operator shall now or hereafter hold of or on behalf of the Customer or which is now
                                            or hereafter due to the Customer, to secure the performance of all of the duties, undertakings
                                            and obligations of the Customer under the Agreement or under any other agreement made between
                                            the Operator and the Customer in respect of other Products at the Terminal.



 


		13.2	The
                                            Operator shall exercise its rights under Clause 13.1 by delivering a notice to the Customer
                                            setting out the amount of the sums due under the Agreement and any other agreement between
                                            the Operator and the Customer in respect of other Products at the Terminal (a “Failure
                                            to Pay Notice”). The Failure to Pay Notice shall also set out a due date for payment
                                            of such sums, such date to fall at least 7 days after the date of issuance of the Failure
                                            to Pay Notice.



 


		13.3	The
                                            Customer acknowledges and agrees that if the Customer has not paid the amounts due by the
                                            due date set out in the Failure to Pay Notice, then the Operator shall be entitled to make
                                            an application to any relevant court, to allow the Operator to sell a quantity of Product
                                            that will satisfy the amounts due under the Failure to Pay Notice.



 






    13


     


    

 


		14.	Transfer
                                            of Ownership



 


The
Customer may transfer title to Product stored in the Storage Facilities to any person who has contractual rights to the necessary storage
capacity in the Terminal. Any such transfer of title shall be promptly notified to Operator.


 


		15.	Representations
                                            and Warranties



 


The
Customer hereby represents and warrants to the Operator that:


 


		(a)	it
                                            is a company duly incorporated and validly existing under the laws of the jurisdiction referred
                                            to in Box 2 of the Key Commercial Terms;



 


		(b)	it
                                            has the power and authority required to enter into this Agreement and perform fully its obligations
                                            under this Agreement in accordance with its terms;



 


		(c)	subject
                                            to any general principles of law, assumptions or qualifications referred to in any legal
                                            opinion required in relation to this Agreement, this Agreement is legal, valid and binding
                                            on it and is enforceable in accordance with its terms;



 


		(d)	the
                                            execution and delivery of this Agreement and the performance of its obligations under this
                                            Agreement have been duly authorised by all the necessary corporate actions on the part of
                                            such Party; and



 


		(e)	neither
                                            the entry into this Agreement nor the implementation of the transactions contemplated by
                                            it will result in:



 


		(i)	a
                                            violation or breach of any provision of its statutes, by-laws or other constitutional documents;



 


		(ii)	a
                                            breach of, or give rise to a default under, any contract or other agreement to which it is
                                            a party or by which it is bound; or



 


		(iii)	a
                                            violation or breach of any applicable laws or regulations or of any order, decree or judgment
                                            of any court, governmental agency or regulatory authority applicable to it or any of its
                                            assets,



 


and
in case of breach of any such representation and warranty, the Customer agrees to indemnify and keep indemnified the Operator against
any such breach.


 


		16.	Termination



 


		16.1	Early
                                            Termination by Operator



 


Notwithstanding
the other provisions of the Agreement, the Operator may at any time after the occurrence of an Event of Default by the Customer which
is continuing terminate the Agreement, by giving written notice of such termination to the Customer.


 


		16.2	Event
                                            of Default



 


Each
of the following is an Event of Default by the Customer:


 


		(a)	if
                                            the Customer shall fail to observe or perform any of its material obligations under the Agreement
                                            and shall not remedy its failure to so observe or perform such material obligations within
                                            30 days’ time after the Operator has notified the Customer of such failure;



 


		(b)	if
                                            the Customer shall fail to pay any sum due under this Agreement and shall not remedy its
                                            failure to pay within 15 days’ time after the Operator has notified the Customer of such
                                            failure to pay;



 


		(c)	if
                                            the Guarantor fails to pay any sum due under the Guarantee and shall not remedy its failure
                                            to pay within 15 days’ after the Operator has notified the Guarantor of such failure to pay;



 






    14


     


    

 


		(d)	if
                                            the Guarantor shall fail to observe or perform any of its material obligations under the
                                            Guarantee and shall not remedy its failure to so observe or perform such material obligations
                                            within 30 days’ time after the Operator has notified the Guarantor of such failure;



 


		(e)	the
                                            Guarantor repudiates or otherwise indicates an intention no longer to be bound by the Guarantee;



 


		(f)	if
                                            the Storage Facilities shall become unfit in any way for the performance of the Services;



 


		(g)	if
                                            the Operator shall be of the reasonable opinion that the Products have become subject to
                                            changes or deteriorated or may become subject to changes or deteriorate and the Operator
                                            is of the reasonable opinion that the Customer has failed to give proper or full instructions
                                            to the Operator for the prevention or reduction of such changes or deterioration;



 


		(h)	if
                                            the Customer or the Guarantor shall have a receiver appointed over all or any substantial
                                            part of its asset and in the case of an appointment by a creditor, such appointment is not
                                            dismissed within 30 days;



 


		(i)	if
                                            the Customer or the Guarantor shall make any composition with its creditors (except in the
                                            case of voluntary reorganisation not involving insolvency of the Customer or the Guarantor);



 


		(j)	if
                                            the Customer or the Guarantor shall go into liquidation whether voluntary or compulsory (otherwise
                                            than for the purposes of amalgamation or reconstruction)



 


		16.3	Early
                                            Termination by Customer



 


Notwithstanding
the other provisions of the Agreement and the required notice periods therein, the Customer may terminate the Agreement forthwith at
any time without claim or charge by the Operator, by giving notice to the Operator if any of the following has occurred and is continuing:


 


		(a)	if
                                            the Operator shall have a receiver, bankruptcy trustee or analogous person appointed over
                                            or to administer and manage all or any substantial part of its assets and such appointment
                                            is not dismissed or withdrawn within 30 days; or



 


		(b)	if
                                            the Operator shall make any composition with its creditors (except in the case of voluntary
                                            reorganisation not involving insolvency of the Operator); or



 


		(c)	if
                                            the Operator shall go into liquidation whether voluntary or compulsory (otherwise than for
                                            the purpose of amalgamation or reconstruction),



 


provided
that for as long as any amount owed to any secured Finance Party, or any agent or trustee acting on its behalf (a “Security Trustee”),
by the Operator is outstanding, the Customer shall not be permitted to terminate this Agreement upon the occurrence of any of the events
or circumstances specified in Clauses 16.3(a) to 16.3(c) (inclusive) and shall instead, subject to the required notice period therein,
only be permitted to terminate this Agreement:


 


		(i)	in
                                            the event or circumstance set out in Clause 16.3(a) occurs; or



 


		(ii)	if:



 


		(A)	a
                                            receiver with a power of sale has been appointed by any secured Finance Party or the Security
                                            Trustee;



 






    15


     


    

 


		(B)	a
                                            bankruptcy trustee has been appointed by a court in the United Arab Emirates on the application
                                            of any secured Finance Party or the Security Trustee; or



 


		(C)	any
                                            analogous person is appointed by or on the application of any secured Finance Party or the
                                            Security Trustee,



 


in
each case over or to administer and manage:


 


		(D)	all
                                            or any substantial part of the Operator’s assets; or



 


		(E)	the
                                            shares in the Operator that have been charged to the secured Finance Party, or the Security
                                            Trustee (as the case may be) by the Guarantor,



 


and
any appointment referred to in paragraph (A), (B) or (C) is not dismissed or withdrawn within 30 days; or


 


		(iii)	any
                                            secured Finance Party or Security Trustee (as the case may be) has been awarded a favourable
                                            judgment of a court in the United Arab Emirates substantiating the secured Finance Party’s,
                                            or Security Trustee’s (as the case may be) debt claim and enabling it to sell (X) the Operator’s
                                            business and/or assets that have been charged to the secured Finance Party, or the Security
                                            Trustee (as the case may be) by the Operator or (Y) the shares in the Operator that have
                                            been charged to the secured Finance Party, or the Security Trustee (as the case may be) by
                                            the Guarantor; or



 


		(iv)	a
                                            court in the United Arab Emirates has issued a judgment of liquidation or otherwise authorising
                                            (or permitting) the dissolution of the Operator following a judgment of bankruptcy, or any
                                            similar or comparable events under any new legislation applicable to the Operator.



 


		17.	After
                                            Termination



 


		17.1	Termination
                                            Payment on Early Termination by Operator



 


The
Customer shall pay to the Operator forthwith on any termination pursuant to Clause 16.1, other than in the case of a termination pursuant
to Clause 16.2(f) due to an act or omission of the Operator or Force Majeure, an amount equal to the aggregate of:


 


		(a)	any
                                            amounts then due or payable but unpaid by the Customer under this Agreement; and



 


		(b)	by
                                            way of agreed compensation, the Termination Sum calculated as at the date of that termination.



 


		17.2	No
                                            liability following early termination by Customer



 


Without
prejudice to any accrued rights up to termination, the Operator shall have no liability under this Agreement or otherwise in connection
with or as a result of any termination of this Agreement pursuant to Clause 16.3 (Early Termination by Customer).


 






    16


     


    

 


		17.3	Removal
                                            of Products



 


The
Customer shall completely remove the Products from the Storage Facilities not later than the date of expiry or the day falling 30 days
after termination of the Agreement pursuant to Clause 16.


 


		17.4	Return
                                            of Storage Facilities



 


If
cleaning of the Storage Facilities is, in the opinion of the Operator, necessary, upon expiry or termination of the Agreement, or due
to a change in the nature of the Products stored or to be stored therein, during the term hereof, or both, the Customer agrees to remove
or cause to remove any Products and waste to permit cleaning in a safe and legal way and to reimburse the Operator for said cleaning,
removal and disposal.


 


		17.5	Right
                                            of Disposal



 


If
the Customer fails to remove the Products due to any reason whatsoever upon the expiry or termination of the Agreement in accordance
with Clause 17.3, the Operator shall be entitled, by notice to the Customer, to remove the Products from the Storage Facilities to any
place whether in or outside the Terminal and dispose of or destroy the Products in such manner as the Operator deems fit and at the risk
and expense of the Customer and by rendering any surplus to the Customer to an account as notified by the Customer.


 


		17.6	Proceeds



 


If
the Operator shall decide to dispose of the Products under Clause 17.5 by sale by private treaty or public auction any proceeds of the
sale shall be applied by the Operator in the following manner:


 


		(a)	firstly,
                                            in payment of all sums due from the Customer to the Operator under the Agreement or under
                                            any other agreement made between the Operator and the Customer;



 


		(b)	secondly,
                                            in payment of the expenses of the removal and disposal and any storage of the Products in
                                            the period between such removal and disposal;



 


		(c)	thirdly,
                                            in payment of any sums due from the Customer to the competent authorities; and



 


		(d)	fourthly,
                                            in payment of other claims or liens of which notice has been given by third parties to the
                                            Operator,



 


and
by rendering any surplus to the Customer to an account as notified by the Customer.


 


		17.7	Insufficient
                                            Proceeds



 


If
the proceeds of any sale of the Products by the Operator pursuant to Clause 17.5 shall be insufficient to satisfy in full any claim of
the Operator under the Agreement and under any other agreement made between the Operator and the Customer, the Operator shall be entitled
to recover the same from the Customer as a debt in any court of competent jurisdiction. Any sale of the Products by the Operator pursuant
to Clause 17.5 shall be free from any encumbrances.


 


		17.8	No
                                            Liability



 


The
Operator shall not be liable for any claim arising from the removal, disposal, destruction and intermediate storage of the Products and
the Customer shall indemnify the Operator against such claims.


 






    17


     


    

 


		18.	Force
                                            Majeure



 


		18.1	Scope
                                            of Force Majeure



 


Any
delays in or failure of performance by either Party shall not constitute default hereunder or give liability for any claims if and to
the extent such delays in or failures of performance are, without the fault or negligence on the part of the affected Party, caused by
Force Majeure. “Force Majeure” shall mean any event or circumstances, which is not within the reasonable control of
the Party (acting as a Reasonable and Prudent Operator) affected by the cause and which, by the exercise of diligence, such Party (acting
as a Reasonable and Prudent Operator) is unable to foresee or prevent and may include, but shall not be limited to:


 


		(a)	war,
                                            hostilities, revolution, riots, insurrection or other civil commotion, acts of terrorism
                                            or sabotage;



 


		(b)	nuclear
                                            explosion, radioactive, biological or chemical contamination, ionizing radiation, or the
                                            discovery of such contamination or radiation;



 


		(c)	strikes
                                            and/or lockouts except any such action by employees or subcontractors or agents of the Party
                                            claiming Force Majeure;



 


		(d)	any
                                            effect of the natural elements, including lightning, fire, earthquake, sandstorm, flood,
                                            storm, tsunami, cyclone, typhoon or tornado;



 


		(e)	explosion
                                            (other than nuclear explosion or an explosion resulting from an act or war);



 


		(f)	epidemic
                                            or plague;



 


		(g)	inability
                                            to obtain necessary equipment or materials due to blockade, embargo or sanctions; and



 


		(h)	any
                                            act of omission of any competent authority including any refusal to issue, withdrawal, non-renewal
                                            or non-extension of a license, permit or approval.



 


		18.2	Notification



 


If
either Party is prevented from or delayed in performing any of its obligations under the Agreement by Force Majeure, such Party shall
immediately notify the other Party in writing of the occurrence of the circumstances constituting Force Majeure. Forthwith upon the Force
Majeure ceasing to have effect, the Party relying upon it shall give written notice thereof to the other Party.


 


		18.3	General
                                            Limitations



 


The
affected Party shall not be entitled to suspend performance under this Agreement for any greater scope or longer duration than is required
by the Force Majeure or the delay occasioned thereby. Obligations of the Parties that were required to be completely performed prior
to the occurrence of Force Majeure shall not be excused as a result of such occurrence.


 


The
Customer shall be able to claim Force Majeure only in respect of a vessel that is loading or unloading at the Terminal, or whose scheduled
loading and unloading at the Terminal has been notified to the Operator.


 


The
failure or inability of either Party to satisfy a payment obligation that has arisen under this Agreement shall not be excused by Force
Majeure.


 






    18


     


    

 


		18.4	No
                                            Breach



 


Neither
Party shall be deemed to be in breach of the Agreement or be liable to the other for any delay in performance or non-performance of its
obligations under the Agreement to the extent that such delay or non-performance is due to Force Majeure, of which it has notified the
other Party. The Party claiming Force Majeure shall perform and observe its obligations under the Agreement insofar as the performance
and observance thereof are not prevented by Force Majeure.


 


To
the extent that the Operator is unable to provide the Services as a result of Force Majeure affecting the Operator, the Customer shall
not be obliged to pay the Rental and Handing Charges.


 


		18.5	Use
                                            of Storage Facilities



 


If
Force Majeure is being claimed by the Customer, and as a result of such Force Majeure, the Customer is not using the Storage Facilities,
the Operator may allow the use of the Storage Facilities to other customers for so long as the Force Majeure continues.


 


		18.6	Efforts



 


The
Party claiming Force Majeure shall use reasonable efforts to promptly cure the effect of Force Majeure.


 


		18.7	Termination



 


Where
an event of Force Majeure affecting Operator or Customer extends for more than 90 consecutive days, the Operator shall have the right
to terminate this Agreement by giving 30 days’ written notice to the Customer to that effect.


 


		19.	Liability



 


		19.1	Operator’s
                                            Liability



 


		(a)	The
                                            Customer shall indemnify and hold the Operator harmless from and against all claims, costs,
                                            losses, liabilities, injury to person and/or damage to property, caused by or resulting from:



 


		(i)	Any
                                            negligence, misconduct, and/or any intentional wrongful acts or omissions on the part of
                                            the Customer, its employees, agents, contractors or any other persons acting under its authority
                                            (including but not limited to; any contractors transporting product to or from the terminal)
                                            in the performance of this agreement; and



 


		(ii)	Any
                                            breach of this agreement by the Customer;



 


		(iii)	To
                                            the extent not caused by the negligence, misconduct of the wrongful acts or omissions of
                                            the Operator, its employees, agents or contractors, any losses incurred directly as a results
                                            of the physical or chemical characteristics of the product



 


		(b)	For
                                            the avoidance of doubt, the Operator shall not be liable to the Customer for any claims,
                                            costs, losses, damages, liabilities, injury to person and/or damage to property incurred
                                            by the Customer to the extent that such claims, losses, damages, liabilities, injury to person
                                            and/or damage to property are caused (whether directly or indirectly) by the Operator in
                                            the performance of its obligations under this agreement in accordance with its terms.



 






    19


     


    

 


The
Operator shall carry out the Services with reasonable care and to the Standards of a Reasonable and Prudent Operator. Without prejudice
to the Operator’s rights under the other provisions of the Agreement, this Clause 19.1 shall not impose on the Operator any liability
for claims arising from:


 


		(c)	Force
                                            Majeure;



 


		(d)	any
                                            delay in the delivery of the Products to the Operator;



 


		(e)	any
                                            other cause unless it is first proven by the Customer that such claim has arisen from the
                                            gross negligence or wilful misconduct of the Operator or if it concerns claims due to injury
                                            to life, body or health.



 


		19.2	Event
                                            of Claim



 


Notwithstanding
anything to the contrary in this Agreement, in the event of any claim against the Operator:


 


		(a)	the
                                            Operator shall not be liable for any forms of consequential losses (including loss or profits,
                                            indirect loss or damage or other forms of purely economic losses);



 


		(b)	the
                                            Operator shall not be liable for any claim arising before delivery of the Products to the
                                            Operator or after re-delivery of the Products to the Customer;



 


		(c)	the
                                            claim will be void if the Customer shall not have notified the Operator thereof within 30
                                            days after the occurrence of the event giving rise to the claim or within 30 days after the
                                            re-delivery of the Products to the Customer, whichever is earlier; and



 


		(d)	if
                                            the claim shall have been notified to the Operator in accordance with Clause 19.2(d), the
                                            claim shall become void if the Customer shall not commence legal proceedings in respect thereof
                                            within the period of 90 days after the date of such notice.



 


		19.3	Compensation



 


If
any claim shall be made against the Operator by more than one person and the Operator shall decide to pay compensation in respect of
the claim, the Operator shall be entitled to apportion such compensation among such persons according to the extent of proven loss or
damage suffered by each of them.


 


		19.4	Customer’s
                                            indemnities



 


The
Customer shall indemnify, defend and hold harmless the Operator, its respective officers, employees and agents against:


 


		(a)	any
                                            and all claims for Loss, damage and expense of whatever kind and nature, including all related
                                            costs and expenses, in respect of personal injury to or death of any person employed by the
                                            Customer; and



 


		(b)	any
                                            and all claims for Loss, damage and expense of whatever kind or nature, including all related
                                            costs and expenses, brought by third parties against the Operator or its officers, employees
                                            or agents in connection with any act or omission of the Customer or its officers, employees
                                            or agents.



 


		19.5	Operator’s
                                            indemnities



 


The
Operator shall indemnify, defend and hold harmless the Customer, its respective officers, employees and agents against any and all claims
for Loss, damage and expense of whatever kind and nature, including all related costs and expenses, in respect of personal injury to
or death of any person employed by the Operator.


 






    20


     


    

 


		19.6	Indemnity
                                            Process



 


		(a)	Each
                                            of the Operator and the Customer undertakes and agrees, when asserting its right to indemnification
                                            from the other party for the negligence or misconduct or wrongful acts or omissions of any
                                            of such other party’s contractors:



 


		(i)	To
                                            first seek recourse against any such contractor (including, where applicable, recourse against
                                            the Owners, Insurers or P and I Clubs of the responsible barge or marine vessel);



 


		(ii)	To
                                            use commercially reasonable efforts to obtain from such Owners, Insurer or P and I Clubs
                                            sufficient security to cover said contractors liability;



 


		(iii)	To
                                            claim under this indemnity only if and to the extent such contractor (including, where applicable,
                                            recourse against the Owners, Insurers or P and I Clubs of the responsible barge or marine
                                            vessel) is liable and is unable within a reasonable time under the circumstances to meet
                                            and discharge its liabilities in full; and



 


		(iv)	That
                                            it will exercise commercially reasonable efforts to assist the other in obtaining recourse
                                            and recompense from or on behalf of third parties for losses incurred.



 


		(b)	In
                                            the event that any loss in caused in whole or in partly by the concurrent negligence or intentional
                                            wrongful acts or omissions of the Operators, its employees, agents, contractors or any other
                                            persons acting under its authority on the one hand and the Customer its employees, agents,
                                            contractors or any other persons acting under its authority on the other hand, then this
                                            obligation to indemnify shall be comparative and each party shall indemnify the other to
                                            the extent that such party’s negligence or intentional wrongful acts or omissions were
                                            the cause of such loss.



 


		20.	Insurance



 


		20.1	Insurance
                                            and Liability



 


The
Operator shall maintain throughout the course of the Agreement the following insurance requirements:


 


		A)	Worker’s
                                            Compensation and Employer’s Liability insurance, as prescribed by applicable law



 


		B)	Commercial
                                            General Liability Insurance with an adequate maximum limit per occurrence and in the aggregate
                                            per year for bodily injury, property damages, and contractual liability coverage not exceeding
                                            the legal liability



 


		20.2	No
                                            Insurance of Products by Operator



 


Unless
it has been explicitly agreed in writing with the Customer, the Operator shall not be obliged to insure the Products of the Customer
or any other property of the Customer or any third party.


 






    21


     


    

 


		20.3	Insurance
                                            of Products by Customer



 


The
Customer must maintain adequate insurance for the Products of the Customer in the Terminal. The terms and conditions of such insurance
shall include:


 


		(a)	that
                                            the Operator be a co-insured in respect of such policy;



 


		(b)	the
                                            insurers waive any rights of subrogation against the Operator; and



 


		(c)	such
                                            other terms as the Operator shall specify.



 


		20.4	Redelivery



 


In
the event of the re-delivery of part of the Products, the Customer shall notify the Operator of the insurable value of the remaining
part of the Products failing which the Operator may reduce the insured sum in respect of the Products in the same proportion as the Products
shall have been reduced in number, weight, measurement or content.


 


		20.5	Operator’s
                                            Assistance



 


If
the Customer shall request the assistance of the Operator to determine the extent and value of any loss, damage or destruction of the
Products, the Operator may, but shall not be obliged to, render such assistance subject to:


 


		(a)	the
                                            Customer’s payment of the costs of such assistance (including the fee of the Operator) and



 


		(b)	if
                                            the Operator so stipulates, the Customer’s prior payment in cash of all sums due from the
                                            Customer to the Operator under the Agreement or under any other agreement made between the
                                            Operator and the Customer.



 


		20.6	Insurance
                                            of Protection and Indemnity Cover by Customer



 


The
Customer shall procure and maintain (or, in the case of Vessels it has chartered, cause to be procured and maintained), in relation to
its Products , activities and the activities of its Vessels at the Terminal, comprehensive protection and indemnity insurance including
coverage for injury/loss of lives, full collision liability, damage to property including fixed floating objects or Port of Fujairah
property, crew, cargo, pollution liability, spillage and wreck removal, towage, war risks and fines, in accordance with good industry
practice in addition to any requirements imposed by the Port Regulations.


 


		21.	Confidentiality



 


		21.1	Confidential
                                            Information



 


		(a)	Subject
                                            to Clause 21.1(b), each Party agrees to and shall cause its respective agents, representatives,
                                            affiliates, employees, officers and directors, to treat and hold as confidential (and not
                                            disclose or provide access to any person), all confidential information received by it relating
                                            to the other Party, information relating to the provisions of and negotiations leading to
                                            this Agreement, and all other confidential or proprietary information with respect to the
                                            Terminal.



 


		(b)	A
                                            Party may disclose information which would otherwise be confidential without the consent
                                            of the other Party, if and to the extent:



 


		(i)	required
                                            by the rules of any stock exchange or any governmental, regulatory or supervisory body or
                                            court of competent jurisdiction to which the Party making the disclosure is subject;



 






    22


     


    

 


		(ii)	required
                                            by any stock exchange or any governmental, regulatory or supervisory body of the Operator’s
                                            parent company, which for the avoidance of doubt, is listed on the Nasdaq Stock Exchange,
                                            New York.



 


		(iii)	required
                                            by the law of any relevant jurisdiction;



 


		(iv)	required
                                            by lenders in connection with debt financing arrangements for the Terminal;



 


		(v)	required
                                            by any competent authority to register security in favour of any lender (howsoever described)
                                            in connection with debt financing arrangements for the Terminal;



 


		(vi)	disclosure
                                            is made to the affiliates, professional advisers, auditors and bankers of that Party;



 


		(vii)	disclosure
                                            is made to bona fide potential purchasers of shares in that Party and the professional advisers
                                            of such bona fide potential purchasers;



 


		(viii)	the
                                            information has come into the public domain through no fault of that Party; or



 


		(ix)	the
                                            other Party has given prior written approval to the disclosure.



 


		(c)	This
                                            Clause 21 and such Clauses of this Agreement as are necessary to permit the enforcement of
                                            this Clause 21 shall continue to apply for two (2) years following the expiry or termination
                                            of this Agreement.



 


		22.	Cumulative
                                            Rights and Remedies



 


The
rights and remedies given to the Parties under this Agreement shall be cumulative remedies and shall not prejudice any other rights or
remedies of the Parties contained in the Agreement or at law or the right of action or other remedy of the Parties for the recovery of
any sums due to it from any other Party or in respect of any antecedent breach of the Agreement by that Party.


 


		23.	Compliance
                                            with Statutes



 


The
Parties shall comply with the provisions of all statutes affecting the Products, the Services and the Agreement (including, without limitation,
those specified in Box 20 of the Key Commercial Terms) and shall give all necessary notices and the Customer shall obtain all requisite
permission, approvals and consents. The Customer shall indemnify the Operator against any fines, penalties, losses, costs or expenses
incurred by the Operator in respect of any non-compliance with the provisions of such statutes save for where such fines, penalties,
losses, costs or expenses were caused by the gross negligence or wilful misconduct of the Operator.


 


		24.	Notices



 


		24.1	Unless
                                            otherwise provided for herein, all notices to be given or made in connection with the matters
                                            contemplated by this Agreement shall be in writing and shall be delivered personally or sent
                                            by prepaid mail:



 


In
the case of the Operator to:


 


Brooge
Petroleum and Gas Investment Company FZE


Address:
P.O. Box 50170,


Fujairah,
UAE


 






    23


     


    

 


Attention:


 


Mr.
Nicolaas Paardenkooper


 


Chief
Executive Officer


 


Email:
nico.paardenkooper@bpgic.com


 


In
the case of the Customer to:


 


and
shall be deemed to have been duly given or made served as follows:


 


		(a)	if
                                            personally delivered, upon delivery at the address of the relevant party;



 


		(b)	if
                                            sent by mail, 2 Business Days after the date of posting; and



 


provided
that if, in accordance with the above provision, any such notice, demand or other communication would otherwise be deemed to be given
or made on a non-business day after 5.00 p.m. at the location of the recipient, such notice, demand or other communication shall be deemed
to be given or made at 9.00 a.m. on the next business day at the location of the recipient. Unless the contrary be proven, proof of postage
or delivery shall be proof of service.


 


		24.2	A
                                            Party may notify the other Party of a change to its name, relevant addressee, address or
                                            fax number for the purposes of Clause 24.1 provided that such notification shall only be
                                            effective:



 


		(a)	on
                                            the date specified in the notification as the date on which the change is to take place;
                                            or



 


		(b)	if
                                            no date is specified or the date specified is less than 10 days after the date on which notice
                                            is given, the date falling 10 days after notice of any such change has been given.



 






    24


     


    

 


		25.	Assignment/Sublease



 


		25.1	The
                                            Operator may at any time assign or otherwise transfer all or any part of its rights under
                                            this Agreement.



 


		25.2	The
                                            Customer shall not assign or otherwise transfer all or any part of its rights under this
                                            Agreement without the prior consent of the Operator (which may be granted or withheld in
                                            its absolute discretion and may be granted subject to any conditions as the Operator deems
                                            necessary in the circumstances). The Customer shall also be entitled to sublease part or
                                            all the Committed Volume to another well reputed third party subject to having the Operator’s
                                            prior written approval (not to be unreasonably withheld).



 


		26.	Consent
                                            or Waiver



 


No
consent or expressed or implied waiver by a Party to or of any breach of any covenant, condition or duty of the other Party shall be
constructed as a consent or waiver by that Party to or of any other breach of the name or any other covenant condition or duty by that
Party and shall not prejudice in any way the rights powers and remedies of that Party contained in the Agreement.


 


		27.	Severability



 


Should
any part, term or provision of the Agreement be judged illegal or in conflict with any law, by a court of competent jurisdiction, the
validity of the remaining portions or provisions shall not be affected thereby.


 


		28.	Applicable
                                            Law



 


The
Agreement and any dispute, difference, controversy or claim arising out of or relating to this Agreement including the negotiation, existence,
validity, invalidity, enforceability, breach or termination thereof regardless of whether the same shall be regarded as contractual or
not (a “Dispute”), shall be governed by the federal laws of the United Arab Emirates and the laws of the Emirate of
Fujairah.


 


		29.	Notice
                                            of Dispute



 


Any
Party intending to commence proceedings in relation to any Dispute shall give at least 10 Business Days’ prior notice in writing to the
other Parties of its intention to do so, explaining the nature of the Dispute and the intended proceedings.


 


		30.	Arbitration



 


		30.1	Any
                                            Dispute shall be referred to and finally resolved by arbitration under the DIFC-LCIA Arbitration
                                            Centre Rules (the “Rules”) which (save as modified by this Clause 30) are
                                            deemed to be incorporated by reference into this Clause 30. Capitalised terms used in this
                                            Clause 30 and not otherwise defined in this Agreement have the meanings given to them in
                                            the Rules.



 


		30.2	The
                                            seat, or legal place, of arbitration shall be the Dubai International Financial Centre, Dubai,
                                            United Arab Emirates.



 


		30.3	The
                                            number of arbitrators shall be three. The claimant (or, if more than one claimant, the claimants
                                            jointly) shall nominate one arbitrator and the respondent (or, if more than one respondent,
                                            the respondents jointly) shall nominate one arbitrator, in each case in accordance with the
                                            Rules. The third arbitrator, who will act as chairperson of the arbitral tribunal, shall
                                            be nominated jointly by the two co-arbitrators, provided that if the third arbitrator has
                                            not been so nominated within 30 Business Days of the time-limit for service of the response,
                                            the third arbitrator shall be appointed by the LCIA Court.



 


		30.4	The
                                            language to be used in the arbitral proceedings shall be English.



 


		31.	Third
                                            Party Rights



 


Save
as expressly provided in this Agreement, a person, who or which is not a party to the Agreement, has no right to enforce or enjoy the
benefit of any term of the Agreement.


 






    25


     


    

 


In
witness whereof the Parties hereto have entered into this Agreement
and accepted the General Terms and Conditions on the day and year first above written.


 


	Signed by :	 
	 	 
	Nicolaas L. Paardenkooper	 
	for and on behalf of	 
	Brooge Petroleum and
    Gas Investment Company FZE	 



 


In
the presence of:





	Name:	 	 


 


Signature:


 



	Signed
    by:
	 
	Rajeev
    Kumar Madhusoodanan Nair for and on behalf of
	A&T Offshore FZC



 


In
the presence of:





	Name:	 	 


 


Signature:


 


 


26