Exhibit 10.11


 


DIRECTOR
AND OFFICER INDEMNIFICATION AGREEMENT


 


This Director and Officer Indemnification
Agreement (this “Agreement”) is made by and between Diamond S Shipping Group, Inc., a Republic of the
Marshall Islands corporation (the “Company”), and _______________________ (“Indemnitee”),
dated as of ___________ ___, 2014 but will become effective upon the listing of the Company’s common stock on the New York
Stock Exchange or similar trading exchange (the “Listing Date”).


 


RECITALS:


 


A. Indemnitee is a director or officer of
the Company and his or her willingness to serve in such capacity is predicated, in substantial part, upon the Company’s willingness
to indemnify him or her in accordance with the principles reflected above, to the fullest extent permitted by the laws of the Republic
of the Marshall Islands, and upon the other undertakings set forth in this Agreement; and


 


B. The Company desires to indemnify the
Indemnitee so as to provide him/her with the maximum protection permitted by Republic of the Marshall Islands law and regulations;
and


 


C. Therefore, in recognition of the need
to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued
service as a director or officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective
manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of,
among other things, any amendment to the Company’s articles of incorporation or bylaws (collectively, the “Constituent
Documents”), any change in the composition of the Company’s Board of Directors (the “Board”)
or any change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement
for the indemnification of and the advancement of Expenses (as defined in Section 1(e)) to Indemnitee as set forth in this Agreement
and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance
policies; and


 


D. In light of the considerations referred
to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed
liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.


 




    	 



    	 



    

 


AGREEMENT:


 


NOW, THEREFORE, the parties hereby agree
as follows:


 


1.   Certain Definitions. In addition
to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital
letters:


 


(a)“Claim” means
(i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative,
arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any threatened, pending
or completed inquiry or investigation, whether made, instituted or conducted by or at the behest of the Company or any other person,
including any federal, state or other court or governmental entity or agency and any committee or other representative of any corporate
constituency, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding.


 


(b)  “Controlled Affiliate”
means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not
for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means
the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity
or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided
that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder
to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing
comparable functions) of such entity or enterprise will be deemed to constitute control for purposes of this definition.


 


(c)  “Disinterested
Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification
is sought by Indemnitee.


 


(d)  “ERISA Losses”
means any taxes, penalties or other liabilities under the Employee Retirement Income Security Act of 1974, as amended, or Section
4975 of the Internal Revenue Code of 1986, as amended.


 


(e)  “Expenses”
means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with
investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be
a witness in or participate in (including on appeal), any Claim.


 


(f)  “Incumbent Directors”
means the individuals who, as of the Listing Date, are members of the Board and any individual becoming a member of the Board subsequent
to the date hereof whose election, nomination for election by the Company’s shareholders, or appointment, was approved by
a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy


 




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statement of the Company in which such person
is named as a nominee for director, without objection to such nomination); provided, however, that an individual
will not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual
or threatened election contest (as described in Rule 14a-12(c) of the Securities Exchange Act of 1934, as amended) with respect
to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board.


 


(g)  “Indemnifiable
Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure
to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer,
employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust
or other entity or enterprise, whether or not for profit (including any employee benefit plan or related trust), as to which Indemnitee
is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual,
alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure
or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s
status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer,
employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this
sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction
imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes
of this Agreement, Indemnitee will be deemed to be serving or to have served at the request of the Company as a director, officer,
employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer,
employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of
such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit
plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled
Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged
or selected to serve in such capacity.


 


(h)  “Indemnifiable
Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.


 


(i)  “Independent Counsel”
means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in
the past five years has been, retained to represent: (i) the Company (or any Subsidiary) or Indemnitee in any matter material
to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under
similar indemnification agreements), or (ii) any other named (or, as to a threatened matter, reasonably likely to be named)
party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term




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“Independent Counsel” will not
include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(j)  “Losses”
means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA
Losses and amounts paid in settlement, including all interest, assessments and other charges paid or payable in connection with
or in respect of any of the foregoing.


 


(k)  “Subsidiary”
means an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock.


 


(l)  “Voting Stock”
means securities entitled to vote generally in the election of directors (or similar governing bodies).


 


2.   Indemnification Obligation.
Subject to Section 8, the Company will indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted or
required by the laws of the Republic of the Marshall Islands in effect on the date hereof or as such laws may from time to time
hereafter be amended to increase the scope of such permitted or required indemnification, against any and all Indemnifiable Claims
and Indemnifiable Losses; provided, however, that (a) except for compulsory counterclaims or as provided in Sections 4
and 21, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by
Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation
of such Claim and (b) no repeal or amendment of any law of the Republic of the Marshall Islands will in any way diminish or adversely
affect the rights of Indemnitee pursuant to this Agreement in respect of any occurrence or matter arising prior to any such repeal
or amendment.


 


3.   Advancement of Expenses.
Indemnitee will have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and
all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee
determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject
to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled
to indemnification under this Agreement with respect to the Indemnifiable Claim or the absence of any prior determination to the
contrary. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee,
the Company will, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee,
(b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses;
provided that Indemnitee repays, without interest any amounts actually advanced to Indemnitee that, at the final disposition
of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of
Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement
or reimbursement, if delivery of an undertaking is a legally required condition precedent to


 




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such payment, advance or reimbursement, Indemnitee
will execute and deliver to the Company an undertaking in the form attached hereto as Exhibit A (subject to Indemnitee filling
in the blanks therein and selecting from among the bracketed alternatives therein), which need not be secured and will be accepted
by the Company without reference to Indemnitee’s ability to repay the Expenses. In no event will Indemnitee’s right
to the payment, advancement or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that is
less favorable to Indemnitee than, or that is in addition to, the undertaking set forth in Exhibit A.


 


4.   Indemnification for
Additional Expenses. Without limiting the generality or effect of the foregoing, the Company will indemnify and hold harmless
Indemnitee against and, if requested by Indemnitee, will reimburse Indemnitee for, or advance to Indemnitee, within five business
days of such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely
to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee, in each case to
the fullest extent permitted or required by the laws of the Republic of the Marshall Islands in effect on the date hereof or as
such laws may from time to time hereafter be amended to increase the scope of such permitted or required indemnification, reimbursement
or advancement of such Expenses, for (a) indemnification or payment, advancement or reimbursement of Expenses by the Company
under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter
in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability insurance
policies maintained by the Company; provided, however, that Indemnitee will return, without interest, any such advance
of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.


 


5.   Contribution.
To the fullest extent permissible under applicable law in effect on the date hereof or as such law may from time to time hereafter
be amended to increase the scope of permitted or required indemnification, if the indemnification provided for in this Agreement
is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, will contribute to the
payment of any and all Indemnifiable Claims or Indemnifiable Losses, in such proportion as is fair and reasonable in light of all
of the circumstances in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s)
and/or transaction(s) giving cause to such Indemnifiable Claim or Indemnifiable Loss and/or (ii) the relative fault of the Company
(and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s);
provided that such contribution will not be required where it is determined, pursuant to a final disposition of such Indemnifiable
Claim or Indemnifiable Loss in accordance with Section 8, that Indemnitee is not entitled to indemnification by the Company with
respect to such Indemnifiable Claim or Indemnifiable Loss.


 


6.   Partial Indemnity.
If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any
Indemnifiable Loss, but not for all of the total amount thereof, the Company will


 




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nevertheless indemnify Indemnitee for the
portion thereof to which Indemnitee is entitled.


 


7.   Procedure for Notification.
To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee must submit
to the Company a written request therefor, including a brief description (based upon information then available to Indemnitee)
of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’
and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially
available, the Company will give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers
in accordance with the procedures set forth in the applicable policies. The Company will provide to Indemnitee a copy of such notice
delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding
the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by
the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss will not relieve
the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable
Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance
coverage.


 


8.   Determination of
Right to Indemnification. (a) To the extent that Indemnitee is successful on the merits or otherwise in defense of any Indemnifiable
Claim or any portion thereof or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will
be indemnified against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance
with Section 2 and no Standard of Conduct Determination (as defined in Section 8(b)) will be required with respect to
such Indemnifiable Claim.


 


(b)  To the extent that the provisions
of Section 8(a) are inapplicable to an Indemnifiable Claim that has been finally disposed of, any determination of whether Indemnitee
has satisfied any applicable standard of conduct under the Republic of the Marshall Islands law that is a legally required condition
precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from
such Indemnifiable Claim (a “Standard of Conduct Determination”) will be made as follows: (i) by
a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (ii) if such Disinterested Directors
so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors,
or (iii) if there are no such Disinterested Directors or if Indemnitee so requests, by Independent Counsel, selected by Indemnitee
and approved by the Board (such approval not to be unreasonably withheld, delayed or conditioned), in a written opinion addressed
to the Board, a copy of which will be delivered to Indemnitee; provided, however, that if at the time of any Standard
of Conduct Determination Indemnitee is neither a director nor an officer of the Company, such Standard of Conduct Determination
may be made by or in the manner specified by the Board, any duly authorized committee of the Board or any duly authorized officer
of


 




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the Company (unless Indemnitee requests that
such Standard of Conduct Determination be made by Independent Counsel, in which case such Standard of Conduct Determination will
be made by Independent Counsel). Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination,
including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
The Company will indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, will reimburse Indemnitee for,
or advance to Indemnitee, within five business days of such request, any and all costs and expenses (including attorneys’
and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard
of Conduct Determination.


 


(c)  The Company will use its reasonable
best efforts to cause any Standard of Conduct Determination required under Section 8(b) to be made as promptly as practicable.
If (i) the person or persons empowered or selected under Section 8 to make the Standard of Conduct Determination have
not made a determination within 30 days after the later of (A) receipt by the Company of written notice from Indemnitee
advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification
Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel,
and (ii) Indemnitee has fulfilled his or her obligations set forth in the second sentence of Section 8(b), then Indemnitee
will be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for
a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires
such additional time for the obtaining or evaluation or documentation and/or information relating thereto.


 


(d)  If (i) Indemnitee is entitled
to indemnification hereunder against any Indemnifiable Losses pursuant to Section 8(a), (ii) no determination of whether
Indemnitee has satisfied any applicable standard of conduct under the Republic of the Marshall Islands law is a legally required
condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been
determined or deemed pursuant to Section 8(b) or (c) to have satisfied any applicable standard of conduct under the Republic
of the Marshall Islands law which is a legally required condition precedent to indemnification of Indemnitee hereunder against
any Indemnifiable Losses, then the Company will pay to Indemnitee, within five business days after the later of (x) the Notification
Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such
Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable
criterion specified in clause (i), (ii) or (iii) above has been satisfied, an amount equal to the amount of such Indemnifiable
Losses.


 




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9.   Presumption of Entitlement.
(a) In making a determination of whether Indemnitee has been successful on the merits or otherwise in defense of any Indemnifiable
Claim or any portion thereof or in defense of any issue or matter therein, the Company acknowledges that a resolution, disposition
or outcome short of dismissal or final judgment, including outcomes that permit Indemnitee to avoid expense, delay, embarrassment,
injury to reputation, distraction, disruption or uncertainty, may constitute such success. In the event that any Indemnifiable
Claim or any portion thereof or issue or matter therein is resolved or disposed of in any manner other than by adverse judgment
against Indemnitee (including any resolution or disposition thereof by means of settlement with or without payment of money or
other consideration), it will be presumed that Indemnitee has been successful on the merits or otherwise in defense of such Indemnifiable
Claim or portion thereof or issue or matter therein. The Company may overcome such presumption only by its adducing clear and convincing
evidence to the contrary.


 


(b)  In making any Standard of Conduct
Determination, the person or persons making such determination will presume that Indemnitee has satisfied the applicable standard
of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any
Standard of Conduct Determination that Indemnitee has satisfied the applicable standard of conduct will be final and binding in
all respects, including with respect to any litigation or other action or proceeding initiated by Indemnitee to enforce his or
her rights hereunder. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by Indemnitee in the
New York Courts (as defined in Section 18). Alternatively, Indemnitee, at his or her option, may seek an award in arbitration
to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The
Company will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. No determination by the
Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct
will be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company
hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.


 


(c)  Without limiting the generality
or effect of Section 9(b), (i) to the extent that any Indemnifiable Claim relates to any entity or enterprise (other than
the Company) referred to in clause (i) of the first sentence of the definition of “Indemnifiable Claim,” Indemnitee
will be deemed to have satisfied the applicable standard of conduct if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the interests of such entity or enterprise (or the owners or beneficiaries thereof,
including in the case of any employee benefit plan the participants and beneficiaries thereof) and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and (ii) in all cases, any
belief of Indemnitee that is based on the records or books of account of the Company, including financial statements, or on information
supplied to Indemnitee by the directors or officers of the Company in the course of their duties, or on the advice of legal counsel
for the Company, the Board, any committee of the Board or any director,


 




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or on information or records given or reports
made to the Company, the Board, any committee of the Board or any director by an independent certified public accountant or by
an appraiser or other expert selected by or on behalf of the Company, the Board, any committee of the Board or any director will
be deemed to be reasonable.


 


10.  No Adverse Presumption.
For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval)
or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not
meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.


 


11.  Non Exclusivity; Primacy
of Company’s Obligations.  (a) The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee
may have against the Company under the Constituent Documents, or the substantive laws of the Company’s jurisdiction of incorporation,
any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided, however,
that (i) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity
Provision, Indemnitee will be deemed to have such greater right hereunder and (ii) to the extent that any change is made to
any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of
the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to any
of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification
under this Agreement or any Other Indemnity Provision.


 


(b)  The Company hereby acknowledges
that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by third parties
and certain of its affiliates (collectively, the “Other Indemnitors”). The Company hereby agrees (i)
that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Other Indemnitors
to advance expenses or to provide indemnification to Indemnitee in respect of any Indemnifiable Claim or Indemnifiable Loss is
secondary), (ii) that it will be required to advance the full amount of Expenses incurred by Indemnitee and will be liable for
the full amount of all Expenses and Indemnifiable Losses to the extent legally permitted and as required by the terms of this Agreement
or any Other Indemnity Provisions, without regard to any rights Indemnitee may have against the Other Indemnitors, and (iii) that
it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for
contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement
or payment by the Other Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification
from the Company will affect the foregoing and the Other Indemnitors will have a right of contribution and/or be subrogated to
the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee
agree that the Other Indemnitors are express third party beneficiaries of the provisions of this Section 11(b). 


 


12.  Liability Insurance and
Funding. For the duration of Indemnitee’s service as a director and/or officer of the Company, and thereafter for so
long as Indemnitee is


 




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subject to any pending or possible Indemnifiable
Claim, the Company will use commercially reasonable efforts (taking into account the scope and amount of coverage available relative
to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing
coverage for directors and/or officers of the Company that is at least substantially comparable in scope and amount to that provided
by the Company’s current policies of directors’ and officers’ liability insurance. The Company will provide Indemnitee
with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements
and other related materials, and will provide Indemnitee with a reasonable opportunity to review and comment on the same. Without
limiting the generality or effect of the two immediately preceding sentences, the Company will not discontinue or significantly
reduce the scope or amount of coverage from one policy period to the next (i)  without the prior approval thereof by a majority
vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant
reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of
Indemnitee (which consent will not be unreasonably withheld or delayed). In all policies of directors’ and officers’
liability insurance obtained by the Company, Indemnitee will be named as an insured in such a manner as to provide Indemnitee the
same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably
insured by such policy. The Company may, but will not be required to, create a trust fund, grant a security interest or use other
means, including a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify
and advance expenses pursuant to this Agreement.


 


13.  Subrogation. Except
as provided in Section 11(b), in the event of payment under this Agreement, the Company will be subrogated to the extent of such
payment to all of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee’s
successors), including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim”
in Section 1(g). Indemnitee will execute all papers reasonably required to evidence such rights (all of Indemnitee’s
reasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee,
advanced by the Company).


 


14.  No Duplication of Payments.
Except as provided in Section 11(b), the Company will not be liable under this Agreement to make any payment to Indemnitee in respect
of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of any Expenses incurred in connection
therewith and any repayment by Indemnitee made with respect thereto) under any insurance policy, the Constituent Documents and
Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition
of “Indemnifiable Claim” in Section 1(g)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.


 


15.  Defense of Claims.
The Company will be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel
reasonably satisfactory to Indemnitee; provided that if Indemnitee believes, after


 




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consultation with counsel selected by Indemnitee,
that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential
conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company
and Indemnitee and Indemnitee concludes that there may be one or more legal defenses available to him or her that are different
from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under
the applicable standards of professional conduct then prevailing, then Indemnitee will be entitled to retain separate counsel (but
not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s
expense. The Company will not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened
or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company will not, without the prior
written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee
is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional
release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company
nor Indemnitee will unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold
consent to any settlement that does not provide a complete and unconditional release of Indemnitee.


 


16.  Successors and Binding
Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization
or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this
Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place.
This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including any person
acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger,
consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company”
for purposes of this Agreement), but will not otherwise be assignable or delegatable by the Company.


 


(b)  This Agreement will inure to
the benefit of and be enforceable by Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees,
legatees and other successors.


 


(c)  This Agreement is personal
in nature and neither of the parties hereto will, without the consent of the other, assign or delegate this Agreement or any rights
or obligations hereunder except as expressly provided in Sections 16(a) and 16(b). Without limiting the generality or effect
of the foregoing, Indemnitee’s right to receive payments hereunder will not be assignable, whether by pledge, creation of
a security interest or otherwise, other than by a transfer by Indemnitee’s will or by the laws of descent and distribution,
and, in the event of any attempted assignment or transfer contrary to this Section 16(c), the Company will have no liability
to pay any amount so attempted to be assigned or transferred.


 




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17.  Notices. For all purposes
of this Agreement, all communications, including notices, consents, requests or approvals, required or permitted to be given hereunder
will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission
(with receipt thereof orally confirmed), or one business day after having been sent for next-day delivery by a nationally recognized
overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the
applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in
writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.


 


18.  Governing Law. This
Agreement shall be governed in all respects, including as to validity, construction, interpretation and effect, by the substantive
laws of the State of New York, without giving effect to the conflict of laws rules thereof that could mandate the application of
the laws of another jurisdiction, except with regard to any mandatory provisions of the laws of the Republic of Marshall Islands
with regard to the Company. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of any federal or state
court in the Borough of Manhattan, New York (the “New York Courts”) for all purposes in connection with
any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement
will be brought only in a New York Court having subject matter jurisdiction or an arbitration commenced pursuant to Section 9(b).


 


19.  Validity. If any provision
of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise
illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance will not be
affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent, and only
to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body will decline
to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately
preceding sentence, the parties thereto will take all such action as may be necessary or appropriate to replace the provision so
held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and
intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.


 


20.  Miscellaneous. No
provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in
writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto
or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set
forth expressly in this Agreement.


 




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21.  Legal Fees and Expenses;
Interest. (a) It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated
with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because
the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly,
without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has
failed to comply with any of its obligations under this Agreement (including its obligations under Section 3) or in the event that
the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes
any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended
to be provided to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee’s
choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation,
enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the
Company or any director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding
any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee’s
entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a
confidential relationship exists between Indemnitee and such counsel. The Company will pay and be solely financially responsible
for any and all attorneys’ and related fees and expenses incurred by Indemnitee in connection with any of the foregoing to
the fullest extent permitted or required by the laws of the Republic of the Marshall Islands in effect on the date hereof or as
such laws may from time to time hereafter be amended to increase the scope of such permitted or required payment of such fees and
expenses.


 


(b)  Any amount due to Indemnitee
under this Agreement that is not paid by the Company by the date on which it is due will accrue interest at the maximum legal rate
under the Republic of the Marshall Islands law from the date on which such amount is due to the date on which such amount is paid
to Indemnitee.


 


22.  Certain Interpretive Matters.
Unless the context of this Agreement otherwise requires, (a) “it” or “its” or words of any gender
include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively,
(c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this
entire Agreement, (d) the terms “ “Section” or “Exhibit” refer to the specified Section or Exhibit
of or to this Agreement, (e) the terms “include,” “includes” and “including” will be deemed
to be followed by the words “without limitation” (whether or not so expressed), and (f) the word “or”
is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless
business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under
this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period
or date will be extended until the immediately following business day. As used herein,


 




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“business day” means any day other
than Saturday, Sunday or a United States federal holiday.


 


23.  Counterparts. This
Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together
will constitute one and the same agreement.


 


[Signatures Appear
on Following Page]


 




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IN WITNESS WHEREOF, Indemnitee has executed
and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.


 


	 	Diamond S Shipping Group, Inc.
	 	c/o Diamond S Management LLC 
	 	33 Benedict Place
	 	Greenwich, CT 06830
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	[INDEMNITEE]
	 	[Address]
	 	 
	 	 
	 	[Indemnitee]


 




    	-15-



    	 



    

 


EXHIBIT
A


 


UNDERTAKING


 


This Undertaking is submitted pursuant to
the Indemnification Agreement, dated as of ___________ ___, ____ (the “Indemnification Agreement”), between
______________, a Republic of the Marshall Islands corporation (the “Company”), and the undersigned.
Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement.


 


The undersigned hereby requests [payment],
[advancement], [reimbursement] by the Company of Expenses which the undersigned [has incurred] [reasonably expects to incur]
in connection with ______________________ (the “Indemnifiable Claim”).


 


The undersigned hereby undertakes to repay
the [payment], [advancement], [reimbursement] of Expenses made by the Company to or on behalf of the undersigned
in response to the foregoing request if it is determined, following the final disposition of the Indemnifiable Claim and in accordance
with Section 8 of the Indemnification Agreement, that the undersigned is not entitled to indemnification by the Company under the
Indemnification Agreement with respect to the Indemnifiable Claim.


 


IN WITNESS WHEREOF, the undersigned
has executed this Undertaking as of this _____ day of ______________, ____.


 


	 	 
	 	Print Name: