Exhibit 4.97



Dated
6 December 2020
















Brooge
Petroleum And Gas Investment Company

FZE

as Operator









-and-









JAYKAY TRADING
COMPANY FZE

as Customer









Commercial
Storage Agreement























The parties listed below agree,
in this Commercial Storage Agreement (the “Agreement”) dated as of 6 December 2020 and executed in Abu Dhabi,
UAE,the following:



|KEY COMMERCIAL TERMS
|--------------------
|1.                  
|                    
|2.                  
|                    
|3.                  
|                    
|4.                  
|                    
|5.                  



| |  | 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 8th December 2020                                                                                                                                                                                                                                                              
| |  |   
| |  | 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;                                                                                                                                                                                                                          







Hogan Lovells (Middle East) LLP

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

UAE













|   |                     | 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;                                                                                                                                                                                               
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                 
|   |                     | 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 1O 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 Tum” 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 Tenns;                                                                                                                                                                                                                      
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                     | 23.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | “Terminal”means
the petroleum crude and product storage terminal described in Box 9 of these Key Commercial Terms;                                                                                                                                                                              
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                     | 24.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | “TopSlde Facility Charges”means the charges described in Box 19 of these Key Commercial Terms; and                                                                                                                                                                                              
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                     | 25.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | “Volume Commitmenf’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 December 2020 to 8
    June 2021 (the ’‘Tenn”).The Agreement can be renewed based on mutual agreement one month prior to the expiry of the
    Term, for a further 6 months.                                    
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8. | Product             | The Product shall comprise petroleum products (Gasoline and Components) 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 Fu“airah “POF” , United Arab Emirate 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.
|  













|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 Tem,inal, inclusive of but not restricted to:
|--- | ----------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                               |                                                                                                                                                                                                      
|    |                               | 1.                                                                                                                                                                                                   
|    |                               |                                                                                                                                                                                                      
|    |                               | 2.                                                                                                                                                                                                   
|    |                               |                                                                                                                                                                                                      
|    |                               | 3.                                                                                                                                                                                                   
|    |                               |                                                                                                                                                                                                      
|    |                               | 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 com.!lJlU>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.                                                                                                                                                                                                   
|    |                               |                                                                                                                                                                                                      
|    |                               | 2.                                                                                                                                                                                                   
|    |                               |                                                                                                                                                                                                      
|    |                               | 3.                                                                                                                                                                                                   
|    |                               |                                                                                                                                                                                                      
|    |                               | 4.                                                                                                                                                                                                   













|                                                                       |                             | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                       |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|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 through put allowance equal to 
    of   per month .Tank -turnmeans
    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 de!.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.
|                                                                      
|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 char es “Clrculatlo Charges”)at a US$ er hour in case such a service is requested by the Customer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                       |                            











|17. | Tank Heating                            | Not applicable for the required products                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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), reulation includin a chan e 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.                                                                                                      



























| | Dated | 2020
| | ----- | ----









General
Terms And Conditions





FOR



Tank
storage and handling of products















Hogan Lovells (Middle East) LLP

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

UAE













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                         | 7   
|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                           | 13  
|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                                      | 24  
|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) forUSD 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 entiUed 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.



|3.1 | 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





-5-







Customer will effect a mutually agreed
sublease contract to be annexed to this Commercial Storage Agreement



|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 beentitled 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 beallowed 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 Tenninal 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 Tenninal:



| | (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 Tenninal 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 perfonned 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 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 30shall 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) on account in
advance 15 days prior to the beginning of each calendar month and on a monthly bases during the Term with post-dated cheques to cover
the entire Term to be delivered to the Operator upon signing the Agreement, with the first payment to be a current-dated cheque to be
dated with the same date as this Agreement.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| | (b) | Not later than 1O 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.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        

|11.2 | 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;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-11-











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



| | (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 “Failureto 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.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|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.





-13-







|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 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
| | --- | -----------------------------------------------------------------



-15-









| | (ii) | if:
| | ---- | ---



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

| | (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 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 an·d 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:



In the case of the Customer
to:



Jaykay trading company FZE





Attention:







and shall be deemed to have been duly
given or -made seNed 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 1O days after the date
on which notice is given, the date falling 10 days after notice of any such change has been given.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|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).
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-24-









|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





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