Exhibit 10.13


 


DATED 14 FEBRUARY 2014


 


	(1)	THE COMPANIES LISTED IN SCHEDULE 1
	 	(as Original Buyers)
	 	 
	(2)	THE COMPANIES LISTED IN SCHEDULE 2
	 	(as New Buyers)
	 	 
	(3)	METROSTAR MANAGEMENT CORP.
	 	 
	(4)	DIAMOND S SHIPPING GROUP, INC. 


 


OVERALL AGREEMENT


 




    	 



    	 



    

 


THIS AGREEMENT is made on 14 February 2014


 


AMONG: 


 


		1.	The Original Buyers as set out and defined in Schedule 1;



 


		2.	The New Buyers as set out and defined in Schedule 2;



 


		3.	Metrostar Management Corp., a corporation incorporated and registered in Liberia and having
its registered office at 80 Broad Street, Monrovia, Liberia, (“Metrostar”); and



 


		4.	Diamond S Shipping Group, Inc., a company incorporated and registered in the Marshall Islands,
and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960,
(“DSM”)



 


(each a “Party” and together, “Parties”).


 


WHEREAS: 


 


		(A)	Each of the Original Buyers has entered into a shipbuilding contract with the Builder (as defined
below) in relation to the construction of a 50,300 DWT product oil/chemical tanker (as further specified below, “Shipbuilding
Contracts”).



 


		(B)	The Original Buyers have entered into a supervision agreement with SeaQuest (as defined below)
in relation to the supervision of the construction of the vessels under the Shipbuilding Contracts (as further specified below,
“Supervision Agreement”).



 


		(C)	This Agreement sets out the terms and conditions on which the Original Buyers have agreed to novate
to the New Buyers each of the Shipbuilding Contracts and the Supervision Agreement such that the New Buyers shall be the ‘buyers’
under the relevant Shipbuilding Contracts and shall be the ‘owners’ under the Supervision Agreement.



 


NOW THEREFORE for good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged by the Parties, the Parties agree as follows:


 


		1.	INTERPRETATION AND DEFINITIONS



 


		1.1	In this Agreement (including, but not limited to, its recitals) unless the context requires otherwise,
capitalised words and expressions shall have the following meanings:



 


“Affiliate” means in respect of
each Party, any Person that Controls, is Controlled by or is under the Control of the relevant Person;


 


“Banking Days” means any day (other
than a Saturday or Sunday) on which banks are open for business of the nature required by this Agreement in London, Athens, and
New York ;


 




    	 



    	 



    

 


“Builder”
means SPP Shipbuilding Co., Ltd., a corporation incorporated and existing under the laws of the Republic of Korea, having its registered
office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si, Gyeongsangnam-do, Korea;


 


“Conditions Precedent”
has the meaning ascribed to it in Clause 5.2;


 


“Consideration”
means the total consideration payable for the transfer of all Metrostar’s and all the Original Buyers’ respective interests,
title and obligations to DSM and/or the New Buyers (as appropriate) under the Shipbuilding Contracts, the issued Refund Guarantees
and the Supervision Agreement being:


 


		a)	if prior to the Effective Time the S-1183 Refund Guarantee has not been issued and the First Instalment of the Contract Price
(as defined in the S-1183 Contract) has not been paid to the Builder pursuant to Article II of the S-1183 Contract, United States
Dollars Sixty One Million Ninety One Thousand (US$ 61,091,000); or



 


		b)	if prior to the Effective Time the S-1183 Refund Guarantee
has been issued and the First Instalment of the Contract Price (as defined in the S-1183 Contract) has been paid to the Builder
pursuant to Article II of the S-1183 Contract, United States Dollars Sixty Four Million Six Hundred Thirty Eight Thousand (US$
64,638,000);



 


“Control” means, in relation to
a Person, any of the following and the terms “Controlling”, “Controlled” and other derivatives
of “Control” shall be construed accordingly;


 


		(a)	having directly or indirectly the ability to direct or procure the direction of the management
and policies of that Person, whether through the ownership of shares, by contract or otherwise;



 


		(b)	having the right, directly or indirectly, to appoint or remove directors holding a majority of
the voting rights exercisable at a meeting of the board of directors (or the equivalent) of that Person, by contract or otherwise;
or



 


		(c)	holding or controlling, directly or indirectly, a majority of the voting rights exercisable at
shareholder meetings (or the equivalent) of that Person;



 


“DSM Group”
means DSM and its Affiliates (including, but not limited to, the New Buyers) from time to time;


 


“Effective Time”
means the date and time stated to be the “Effective Time” in the Effective Time Notice;


 


“Effective Time Notice”
means a written notice executed by Metrostar (for and on behalf of itself and the Original Buyers), DSM (for and on behalf of itself
and the New Buyers), the Builder and SeaQuest in the form and on the terms of Schedule 4;


 


“Hulls” means
together Hull No. S-1177, Hull No. S-1178, Hull No. S-1183, Hull No. S-1184, Hull No. S-5130, Hull No. S-5131, Hull No. S-5132,
Hull No. S-5133, Hull No. S-5134, and Hull No. S-5135 (and each a “Hull”).


 




    	 



    	 



    

 


“Hull No. S-1177”
means the 50,300 DWT Product Oil/Chemical Tanker with Builder’s Hull No. S-1177;


 


“Hull No. S-1178”
means the 50,300 DWT Product Oil/Chemical Tanker with Builder’s Hull No. S-1178;


 


“Hull No. S-1183”
means the 50,300 DWT Product Oil/Chemical Tanker with Builder’s Hull No. S-1183;


 


“Hull No. S-1184”
means the 50,300 DWT Product Oil/Chemical Tanker with  Builder’s Hull No. S-1184;


 


“Hull No. S-5130”
means the 50,300 DWT Product Oil/Chemical Tanker with Builder’s Hull No. S-5130;


 


“Hull No. S-5131”
means the 50,300 DWT Product Oil/Chemical Tanker with Builder’s Hull No. S-5131;


 


“Hull No. S-5132”
means the 50,300 DWT Product Oil/Chemical Tanker with Builder’s Hull No. S-5132;


 


“Hull No. S-5133”
means the 50,300 DWT Product Oil/Chemical Tanker with Builder’s Hull No. S-5133;


 


“Hull No. S-5134”
means the 50,300 DWT Product Oil/Chemical Tanker with Builder’s Hull No. S-5134;


 


“Hull No. S-5135”
means the 50,300 DWT Product Oil/Chemical Tanker with Builder’s Hull No. S-5135;


 


“Initial Extras”
means the initial extras as agreed between the relevant Original Buyer and the Builder up to and including the Effective Time for
each Hull as set out in Column (2) of Schedule 6 and a copy of the full text of which is attached at Schedule 9 (“Full
Text of Initial Extras”);


 


“Initial Extras Costs”
means the cost of the Initial Extras for each Hull as set out in Column (3) of Schedule 6;


 


“IPO” means
the listing of all or a portion of the authorised shares (irrespective of their class or category) issued, or to be issued, by
Diamond S Shipping Group, Inc. on the New York Stock Exchange in the United States of America.


 


“KEXIM” means
the Export-Import Bank of Korea, with its business address at SME Ship Finance Department, 38 Eunhaeng-ro (16-1, Yeouido-dong),
Yeongdeungpo-gu, Seoul 150-996, Korea;


 


“KEXIM Confirmations”
means together the S-1184 RG Confirmation, the S-5130 RG Confirmation and the S-5131 RG Confirmation (and each a “KEXIM
Confirmation”);


 


“Kookmin”
means Kookmin Bank, with its business address at 102-2, Dongseong-Dong, Masanhappo-Gu, Changwon-City, Gyeongna M, Korea;


 




    	 



    	 



    

 


“Longstop Date”
means 28 March 2014;


 


“Metrostar Group”
means Metrostar and its Affiliates (including, but not limited to, the Original Buyers) from time to time;


 


“New Buyers”
means together those parties as set out and defined in Schedule 2 (and each a “New Buyer”);


 


“Original Buyers”
means together those parties as set out and defined in Schedule 1 (and each an “Original Buyer”);


 


“Payment Schedule”
means the summary of the payment obligations (and the status of the payments by the Original Buyers) under the Shipbuilding Contracts
as set out at Schedule 8.


 


“Plan Approval Extras”
means the plan approval extras as agreed up to the Effective Time between the relevant Original Buyer and the Builder for each
Hull as set out in Column (2) of Schedule 7;


 


“Plan Approval Extras
Costs” means the cost of the Plan Approval Extras for each Hull as set out in Column (3) of Schedule 7;


 


“Refund
Guarantees” means together the S-1177 Refund Guarantee, the S-1178 Refund Guarantee, , the S-1184 Refund Guarantee,
the S-5130 Refund Guarantee, the S-5131 Refund Guarantee, the S-5132 Refund Guarantee, the S-5133 Refund Guarantee, the
S-5134 Refund Guarantee, the S-5135 Refund Guarantee and, if issued, the S-1183 Refund Guarantee (and each a “Refund
Guarantee”);


 


“Refund Guarantors”
means together KEXIM, Kookmin, Shinhan and Woori (and each a “Refund Guarantor”);


 


“RG Confirmations”
means together the S-1178 RG Confirmation, the Shinhan Confirmation, the KEXIM Confirmations and the Woori Confirmations, and,
if the S-1183 Refund Guarantee is issued, the S-1183 RG Confirmation (and each of the S-1178 RG Confirmation, the Shinhan Confirmation,
each KEXIM Confirmation, each Woori Confirmation and the S-1183 RG Confirmation, an “RG Confirmation”);


 


“S-1177 Contract”
means the shipbuilding contract dated 2 August 2013 (as amended and supplemented from time to time up to the Effective Time) between
Carina (as buyer) and the Builder for, inter alia, the design, construction, sale and delivery of Hull No. S-1177 by the Builder
to Carina;


 


“S-1177 Novation”
means the novation agreement entered into or, as the case may be, to be entered into among the Builder, the New S-1177 Buyer and
Carina pursuant to which the S-1177 Contract shall be novated from Carina (as the original buyer) to the New S-1177 Buyer (as the
new buyer) in substantially the form and on the terms of Annex 1 (Pro-forma S-1177 Novation Agreement) or in such other
form and on such other terms as the Parties may mutually agree;


 


“S-1177 Refund Guarantee” means
the refund guarantee no. 1372800022180179 issued on 16 September 2013 by Woori to Carina as security for the repayment obligations
of the Builder;


 




    	 



    	 



    

 


“S-1177 RG Confirmation”
means the amendments to, and confirmation of validity of, the S-1177 Refund Guarantee given or, as the case may be, to be given,
by Woori (whether by hardcopy original or SWIFT (or equivalent authenticated message)) to the New S-1177 Buyer in substantially
the form and substance of schedule 2 (Supplemental Letter) to the S-1177 Novation (or in such other form and on such other
terms as the Parties may mutually agree);


 


“S-1178 Contract”
means the shipbuilding contract dated 2 August 2013 (as amended and supplemented from time to time up to the Effective Time) between
Signus (as buyer) and the Builder for, inter alia, the design, construction, sale and delivery of Hull No. S-1178 by the Builder
to Signus;


 


“S-1178 Novation”
means the novation agreement entered into or, as the case may be, to be entered into among the Builder, the New S-1178 Buyer and
Signus pursuant to which the S-1178 Contract shall be novated from Signus (as the original buyer) to the New S-1178 Buyer (as the
new Buyer) in substantially the form and on the terms of Annex 2 (Pro-forma S-1178 Novation Agreement) or in such other
form and on such other terms as the Parties may mutually agree;


 


“S-1178 Refund Guarantee”
means the refund guarantee no. M07141309XD00018 issued on 23 September 2013 by Kookmin to Signus as security for the repayment
obligations of the Builder;


 


“S-1178 RG Confirmation”
means the amendments to, and confirmation of validity of, the S-1178 Refund Guarantee given or, as the case may be, to be given,
by Kookmin (whether by hardcopy original or SWIFT (or equivalent authenticated message)) to the New S-1178 Buyer in substantially
the form and substance of schedule 2 (Supplemental Letter) to the S-1178 Novation (or in such other form and on such other
terms as the Parties may mutually agree);


 


“S-1183 Contract”
means the shipbuilding contract dated 17 October 2013 (as amended and supplemented from time to time up to the Effective Time)
between Lyra (as buyer) and the Builder for, inter alia, the design, construction, sale and delivery of Hull No. S-1183 by the
Builder to Lyra;


 


“S-1183 Novation”
means the novation agreement entered into or, as the case may be, to be entered into among the Builder, the New S-1183 Buyer and
Lyra pursuant to which the S-1183 Contract shall be novated from Lyra (as the original buyer) to the New S-1183 Buyer (as the new
buyer) in substantially the form and on the terms of Annex 3 (Pro-forma S-1183 Novation Agreement) or in such other form
and on such other terms as the Parties may mutually agree;;


 


“S-1183 Refund Guarantee”
means the refund guarantee issued, or as the case may be, to be issued by a Refund Guarantor to Lyra in a form and substance acceptable
to the New S-1183 Buyer (such acceptance not to be unreasonably delayed or withheld) as security for the repayment obligations
of the Builder;


 


“S-1183 RG Confirmation”
means the amendments to, and confirmation of validity of, the S-1183 Refund Guarantee given or, as the case may be, to be given,
by the relevant Refund Guarantor (whether by hardcopy original or SWIFT (or equivalent authenticated message)) to the New S-1183
Buyer in substantially the form and


 






    	 



    	 



    

 


substance of schedule 2 (Supplemental Letter) to the S-1183 Novation (or in such other
form and on such other terms as the Parties may mutually agree);


 


“S-1184 Contract”
means the shipbuilding contract dated 17 October 2013 (as amended and supplemented from time to time up to the Effective Time)
between Vulpecula (as buyer) and the Builder for, inter alia, the design, construction, sale and delivery of Hull No. S-1184 by
the Builder to Vulpecula;


 


“S-1184 Novation”
means the novation agreement entered into or, as the case may be, to be entered into among the Builder, the New S-1184 Buyer and
Vulpecula pursuant to which the S-1184 Contract shall be novated from Vulpecula (as the original buyer) to the New S-1184 Buyer
(as the new buyer) in substantially the form and on the terms of Annex 4 (Pro-forma S-1184 Novation Agreement) or in such
other form and on such other terms as the Parties may mutually agree;


 


“S-1184 Refund Guarantee”
means the refund guarantee no. M0931312LG00406 issued on 23 December 2013 by KEXIM to Vulpecula as security for the repayment obligations
of the Builder;


 


“S-1184 RG Confirmation”
means the amendments to, and confirmation of validity of, the S-1184 Refund Guarantee given or, as the case may be, to be given,
by KEXIM (whether by hardcopy original or SWIFT (or equivalent authenticated message)) to the New S-1184 Buyer in substantially
the form and substance of schedule 2 (Supplemental Letter) to the S-1184 Novation (or in such other form and on such other
terms as the Parties may mutually agree);


 


“S-5130 Contract”
means the shipbuilding contract dated 14 December 2012 (as amended and supplemented from time to time up to the Effective Time)
between Alsafi (as buyer) and the Builder for, inter alia, the design, construction, sale and delivery of Hull No. S-5130 by the
Builder to Alsafi;


 


“S-5130 Novation”
means the novation agreement entered into or, as the case may be, to be entered into among the Builder, the New S-5130 Buyer and
Alsafi pursuant to which the S-5130 Contract shall be novated from Alsafi (as the original buyer) to the New S-5130 Buyer (as the
new buyer) in substantially the form and on the terms of Annex 5 (Pro-forma S-5130 Novation Agreement) or in such other
form and on such other terms as the Parties may mutually agree;


 


“S-5130 Refund Guarantee”
means the refund guarantee no. M0902304LG00510 issued on 4 April 2013 by KEXIM to Alsafi (as amended and supplemented by an amendment
and confirmation dated 5 April 2013 and an amendment and confirmation dated 18 April 2013) as security for the repayment obligations
of the Builder;


 


“S-5130 RG
Confirmation” means the amendments to, and confirmation of validity of, the S-5130 Refund Guarantee given or, as
the case may be, to be given, by KEXIM (whether by hardcopy original or SWIFT (or equivalent authenticated message))to the
New S-5130 Buyer in substantially the form and substance of schedule 2 (Supplemental Letter) to the S-5130 Novation
(or in such other form and on such other terms as the Parties may mutually agree);


 




    	 



    	 



    

 


“S-5131 Contract”
means the shipbuilding contract dated 14 December 2012 (as amended and supplemented from time to time up to the Effective Time)
between Pavonis (as buyer) and the Builder for, inter alia, the design, construction, sale and delivery of Hull No. S-5131 by the
Builder to Pavonis;


 


“S-5131 Novation”
means the novation agreement entered into or, as the case may be, to be entered into among the Builder, the New S-5131 Buyer and
Pavonis pursuant to which the S-5131 Contract shall be novated from Pavonis (as the original buyer) to the New S-5131 Buyer (as
the new buyer) in substantially the form and on the terms of Annex 6 (Pro-forma S-5131 Novation Agreement) or in such other
form and on such other terms as the Parties may mutually agree;


 


“S-5131 Refund Guarantee”
means the refund guarantee no. M0902304LG00527 issued on 4 April 2013 by KEXIM to Pavonis (as amended and supplemented by an amendment
and confirmation dated 5 April 2013 and an amendment and confirmation dated 18 April 2013) as security for the repayment obligations
of the Builder;


 


“S-5131 RG Confirmation”
means the amendments to, and confirmation of validity of, the S-5131 Refund Guarantee given or, as the case may be, to be given,
by KEXIM (whether by hardcopy original or SWIFT (or equivalent authenticated message)) to the New S-5131 Buyer in substantially
the form and substance of schedule 2 (Supplemental Letter) to the S-5131 Novation (or in such other form and on such other
terms as the Parties may mutually agree);


 


“S-5132 Contract”
means the shipbuilding contract dated 14 December 2012 (as amended and supplemented from time to time up to the Effective Time)
between Taygeta (as buyer) and the Builder for, inter alia, the design, construction, sale and delivery of Hull No. S-5132 by the
Builder to Taygeta;


 


“S-5132 Novation”
means the novation agreement entered into or, as the case may be, to be entered into among the Builder, the New S-5132 Buyer and
Taygeta pursuant to which the S-5132 Contract shall be novated from Taygeta (as the original buyer) to the New S-5132 Buyer (as
the new buyer) in substantially the form and on the terms of Annex 7 (Pro-forma S-5132 Novation Agreement) or in such other
form and on such other terms as the Parties may mutually agree;


 


“S-5132 Refund Guarantee”
means the refund guarantee no. 1372900021341179 issued on 8 April 2013 by Woori to Taygeta as security for the repayment obligations
of the Builder;


 


“S-5132 RG Confirmation”
means the amendments to, and confirmation of validity of, the S-5132 Refund Guarantee given or, as the case may be, to be given,
by Woori (whether by hardcopy original or SWIFT (or equivalent authenticated message)) to the New S-5132 Buyer in substantially
the form and substance of schedule 2 (Supplemental Letter) to the S-5132 Novation (or in such other form and on such other
terms as the Parties may mutually agree);


 


“S-5133 Contract”
means the shipbuilding contract dated 14 December 2012 (as amended and supplemented from time to time up to the Effective Time)
between Lacerta (as buyer) and the Builder for, inter alia, the design, construction, sale and delivery of Hull No. S-5133 by the
Builder to Lacerta;


 




    	 



    	 



    

 


“S-5133 Novation”
means the novation agreement entered into or, as the case may be, to be entered into among the Builder, the New S-5133 Buyer and
Lacerta pursuant to which the S-5133 Contract shall be novated from Lacerta (as the original buyer) to the New S-5133 Buyer (as
the new buyer) in substantially the form and on the terms of Annex 8 (Pro-forma S-5133 Novation Agreement) or in such other
form and on such other terms as the Parties may mutually agree;


 


“S-5133 Refund Guarantee”
means the refund guarantee no. 1372500021343179 issued on 8 April 2013 by Woori to Lacerta as security for the repayment obligations
of the Builder;


 


“S-5133 RG Confirmation” means
the amendments to, and confirmation of validity of, the S-5133 Refund Guarantee given or, as the case may be, to be given, by Woori
(whether by hardcopy original or SWIFT (or equivalent authenticated message)) to the New S-5133 Buyer in substantially the form
and substance of schedule 2 (Supplemental Letter) to the S-5133 Novation (or in such other form and on such other terms
as the Parties may mutually agree);


 


“S-5134 Contract”
means the shipbuilding contract dated 14 December 2012 (as amended and supplemented from time to time up to the Effective Time)
between Draconis (as buyer) and the Builder for, inter alia, the design, construction, sale and delivery of Hull No. S-5134 by
the Builder to Draconis;


 


“S-5134 Novation”
means the novation agreement entered into or, as the case may be, to be entered into among the Builder, the New S-5134 Buyer and
Draconis pursuant to which the S-5134 Contract shall be novated from Draconis (as the original buyer) to the New S-5134 Buyer (as
the new buyer) in substantially the form and on the terms of Annex 9 (Pro-forma S-5134 Novation Agreement) or in such other
form and on such other terms as the Parties may mutually agree;


 


“S-5134 Refund Guarantee”
means the refund guarantee no. 1372100021345179 issued on 8 April 2013 by Woori to Draconis as security for the repayment obligations
of the Builder;


 


“S-5134 RG Confirmation”
means the amendments to, and confirmation of validity of, the S-5134 Refund Guarantee given or, as the case may be, to be given,
by Woori (whether by hardcopy original or SWIFT (or equivalent authenticated message)) to the New S-5134 Buyer in substantially
the form and substance of schedule 2 (Supplemental Letter) to the S-5134 Novation (or in such other form and on such other
terms as the Parties may mutually agree);


 


“S-5135 Contract”
means the shipbuilding contract dated 14 December 2012 (as amended and supplemented from time to time up to the Effective Time)
between Polaris (as buyer) and the Builder for, inter alia, the design, construction, sale and delivery of Hull No. S-5135 by the
Builder to Polaris;


 


“S-5135 Novation”
means the novation agreement entered into or, as the case may be, to be entered into among the Builder, the New S-5135 Buyer and
Polaris pursuant to which the S-5135 Contract shall be novated from Polaris (as the original buyer) to the New S-5135 Buyer (as
the new buyer) in substantially the form and on the terms


 




    	 



    	 



    

 


of Annex 10 (Pro-forma S-5135
Novation Agreement) or in such other form and on such other terms as the Parties may mutually agree;


 


“S-5135 Refund Guarantee”
means the refund guarantee no. M42401303XD00018 issued on 12 March 2013 by Shinhan to Polaris as (as amended and supplemented by
an amendment and confirmation dated 17 April 2013) as security for the repayment obligations of the Builder;


 


“S-5135 RG Confirmation”
means the amendments to, and confirmation of validity of, the S-5135 Refund Guarantee given or, as the case may be, to be given,
by Shinhan (whether by hardcopy original or SWIFT (or equivalent authenticated message)) to the New S-5135 Buyer in substantially
the form and substance of schedule 2 (Supplemental Letter) to the S-5135 Novation (or in such other form and on such other
terms as the Parties may mutually agree);


 


“SBC Novation Agreements”
means together the S-1177 Novation, the S-1178 Novation, the S-1183 Novation, the S-1184 Novation, the S-5130 Novation, the S-5131
Novation, the S-5132 Novation, the S-5133 Novation, the S-5134 Novation and the S-5135 Novation (and each a “SBC Novation
Agreement”);


 


“SeaQuest”
means SeaQuest Marine Project Management Limited, with its principal office at 21AB, Lockhart Centre, 301-307 Lockhart Road, Hong
Kong;


 


“Shinhan”
means Shinhan Bank with its business address at Shinhan Bank Trade Center Banking Center, 159 Samsung-dong, Kangnam-gu, 135-090,
Seoul, Korea;


 


“Shinhan Confirmation”
means the S-5135 RG Confirmation.


 


“Shipbuilding
Contracts” means together the S-1177 Contract, the S-1178 Contract, the S-1183 Contract, the S-1184 Contract, the
S-5130 Contract, the S-5131 Contract, the S-5132 Contract, the S-5133 Contract, the S-5134 Contract and the S-5135 Contract
(and each a “Shipbuilding Contract”);


 


“Supervision Agreement”
means the contract for the supervision of the construction of Hull No. S-5130, Hull No. S-5131, Hull No. S-5132, Hull No. S-5133,
Hull No. S-5134 and Hull No. S-5135 dated 27 March 2013, as amended and supplemented by an Addendum No. 1 dated 14 August 2013
pursuant to which the construction of Hull No. S-1177 and Hull No. S-1178 shall also be supervised by SeaQuest, and an Addendum
No. 2 dated 17 December 2013, an Addendum No. 3 dated 14 January 2014 pursuant to which the construction of Hull No. S-1183 and
Hull No. S-1184 shall also be supervised by SeaQuest and Addendum No. 4 dated 14 January 2014, made between SeaQuest and each of
the Original Buyers (represented by Metrostar);


 


“Supervision Novation
Agreement” means the novation agreement among each of the Original Buyers, each of the New Buyers and SeaQuest pursuant
to which the Supervision Agreement shall be novated from each of the Original Buyers to each of the New Buyers, to be in substantially
the form and on the terms of Annex 11 (Pro-Forma Supervision Novation Agreement) or in such other form and terms as the
Parties may mutually agree;


 




    	 



    	 



    

 


“Transaction Documents”
means together the SBC Novation Agreements, the Supervision Novation Agreement, the RG Confirmations, the Effective Time Notice
and any other document that the Parties agree from time to time shall be a Transaction Document for the purposes of this Agreement
(and each a “Transaction Document”);


 


“Woori” means
Woori Bank with its business address at International Trade Services Centre, 1585, Sangam-dong, Mapo-gu, Seoul, Korea; and


 


“Woori Confirmations”
means together the S-1177 RG Confirmation, the S-5132 RG Confirmation, the S-5133 RG Confirmation and the S-5134 RG Confirmation
(and each a “Woori Confirmation”).


 


		1.2	In this Agreement, a reference to:



 


		(a)	“writing” or “written” means any method of reproducing words
in a legible and non-transitory form (excluding, for the avoidance of doubt, email);



 


		(b)	words in the singular include the plural and vice versa and a reference to any gender includes
all other genders, unless the context requires otherwise in either case;



 


		(c)	a statutory provision (except where stated otherwise) includes a reference to the statutory provision
as modified or re-enacted or both from time to time before the date of this Agreement and any subordinate legislation made under
the statutory provision (as so modified or re-enacted) before the date of this Agreement;



 


		(d)	a “Person” means any individual, partnership, association, joint stock company,
joint venture, corporation, trust (including discretionary trust), limited liability company, unincorporated organisation or other
enterprise, or a government, agency or political subdivision thereof;



 


		(e)	a reference to a Clause, Annex or Schedule is, unless the context otherwise requires, a reference
to a clause, annex or schedule of this Agreement;



 


		(f)	any agreement is a reference to that agreement and all of its exhibits;



 


		(g)	references to “taxes” include all present and future income, corporation and
value-added taxes and all stamp and other taxes, duties, levies, imposts, deductions, charges and withholdings whatsoever, together
with interest thereon and penalties with respect thereto, if any, and any payments of principal, interest, charges, fees or other
amounts made on or in respect thereof, and references to “tax” and “taxation” shall be construed accordingly;



 


		(h)	any English legal term for any action, remedy, method of judicial proceeding, legal document, legal
status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England,
be deemed to include what most nearly approximates in that 



 




    	 



    	 



    

 


jurisdiction to the English legal term and to any English statute shall
be construed so as to include equivalent or analogous laws of any other jurisdiction.


 


		1.3	The Schedules and Annexes form an integral part of this Agreement.



 


		1.4	General words shall not be given a restrictive meaning by reason of their being preceded or followed
by words indicating a particular class of acts, matters or things or by examples falling within the general words. Any phrase introduced
by the terms “other”, “including”, “include” and “in particular” or any similar
expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.



 


		1.5	The headings in this Agreement are inserted for convenience only and do not affect its construction
or interpretation.



 


		2.	RELATIONSHIP WITH TRANSACTION DOCUMENTS



 


		2.1	This Agreement shall be read in conjunction with the Transaction Documents. In the event of any
contradiction or conflict between the terms of this Agreement and any of the Transaction Documents, the terms of this Agreement
shall (as among the Parties) take precedence over the terms and conditions of the relevant Transaction Document(s).



 


		2.2	This Agreement is the ‘Overall Agreement’ as referred to in the Transaction Documents.



 


		3.	CONTRACT AND REFUND GUARANTEE TRANSFER



 


		3.1	With effect from the Effective Time and on and subject to the terms and conditions of this Agreement,
the SBC Novation Agreements and the Supervision Novation Agreement, the Original Buyers and Metrostar agree to sell and transfer,
and DSM and the New Buyers agree to buy and accept (or as the case may be, agrees to procure the due performance of each New Buyer
of such New Buyer’s obligations under each Transaction Document to which such New Buyer shall be a party to from time to
time) the legal and beneficial title, interests and obligations of Metrostar and the Original Buyers under and in accordance with
the Shipbuilding Contracts, the Refund Guarantees and the Supervision Agreement.



 


		3.2	Immediately following execution of this Agreement:



 


		(a)	each New Buyer shall, and DSM shall procure that each New Buyer shall, execute the SBC Novation
Agreement to which such New Buyer is to be a party. To the extent that any New Buyer does not execute the SBC Novation Agreement
to which such New Buyer is to be a party, DSM shall enter into the relevant SBC Novation Agreement in place of such New Buyer;



 


		(b)	each Original Buyer shall execute the SBC Novation Agreement to which such Original Buyer is to
be a party;



 




    	 



    	 



    

 


		(c)	Metrostar and/or the Original Buyers shall use all reasonable endeavours to procure that the Builder
shall execute an SBC Novation Agreement in respect of each of the Shipbuilding Contracts (and DSM and/or the New Buyers shall provide
such information and documents as the Builder may reasonably request with regard to DSM and the New Buyers in connection with the
requested novations);



 


		(d)	Metrostar and/or the Original Buyers shall use all reasonable endeavours to procure that the Refund
Guarantors shall issue the RG Confirmations (and DSM and/or the New Buyers shall provide such information and documents as the
Refund Guarantors may reasonably request with regard to DSM and the New Buyers in connection with the requested RG Confirmations);



 


		(e)	each New Buyer shall, and DSM shall procure that each New Buyer shall, execute the Supervision
Novation Agreement (and DSM and/or the New Buyers shall provide such information and documents as SeaQuest may reasonably request
with regard to DSM and the New Buyers in connection with the requested novation);



 


		(f)	each Original Buyer shall execute the Supervision Novation Agreement; and



 


		(g)	Metrostar and/or the Original Buyers shall use all reasonable endeavours to procure that SeaQuest
shall execute the Supervision Novation Agreement.



 


		3.3	For the avoidance of any doubt, the term “all reasonable endeavours” within this Clause
3 and Clause 5.1 shall not include any obligation on the part of Metrostar and/or any Original Buyer to incur any financial cost
and/or expenditure and/or liability to any other Party and/or to any Refund Guarantor and/or the Supervisor.



 


		3.4	Immediately upon execution of the Effective Time Notice by the Builder, SeaQuest, Metrostar and
DSM, DSM shall pay the Consideration to Metrostar in accordance with Clauses 3.5 and 3.6.



 


		3.5	The Consideration shall be paid immediately to such account or accounts as Metrostar may nominate
and immediately upon such payment, the Consideration shall be deemed to be apportioned among, and paid to, the Original Buyers
by DSM and the New Buyers as follows;



 


		(a)	if prior to the Effective Time the S-1183 Refund Guarantee has not been issued and the First Instalment
of the “Contract Price” (as defined in the S-1183 Contract) has not been paid to the Builder pursuant to Article II
of the S-1183 Contract, in accordance with the apportionment as set out in Schedule 3 Part A (Apportionment of the Consideration:
S-1183 Refund Guarantee not issued prior to Effective Time). or



 


		(b)	if prior to the Effective Time the S-1183 Refund Guarantee has been issued and the First Instalment
of the “Contract Price” (as defined in



 




    	 



    	 



    

 


the S-1183 Contract) has been
paid to the Builder pursuant to Article II of the S-1183 Contract, in accordance with the apportionment as set out in Schedule
3 Part B (Apportionment of the Consideration: S-1183 Refund Guarantee issued prior to Effective Time).


 


		3.6	Any payment of the Consideration shall be made without setoff, counterclaim, deduction or withholding
for or on account of any taxes, duties or charges whatsoever unless DSM is compelled by law to deduct or withhold the same. In
the latter event DSM shall make the minimum deduction or withholding permitted and shall pay such additional amounts as may be
necessary in order that the aggregate net amount received by Metrostar after such deductions or withholdings shall be equal to
the amount which would have been received had such deduction or withholding not been required to be made.



 


		4.	PLAN APPROVAL



 


		4.1	The Parties agree that Metrostar and each of the Original Buyers are responsible for payment of
the Plan Approval Extras Costs. At the Effective Time, DSM or its nominee(s) shall assume, and Metrostar and each of the Original
Buyers shall be released from, all responsibility and obligations in relation to the plan approval procedure (as such procedure
is referred to for the Hulls in Article IV of the Shipbuilding Contracts) save for, without limitation, the obligation to pay the
Builder for the Plan Approval Extras for each Hull. The Parties agree that any plan approval extras costs which are incurred or
agreed after the Effective Time and are not set out in Schedule 7 of this Agreement, shall be for the New Buyers’ account.



 


		4.2	As soon as practicable after the Effective Time and in any event within five (5) Banking Days of
the Effective Time, Metrostar shall (subject to any confidentiality provisions which restrict disclosure of any correspondence
or agreements) provide DSM with a copy of all correspondence between Metrostar and its sub-contractors and/or the Builder.



 


		4.3	Immediately after the Effective Time (or such other later time as Metrostar and DSM may mutually agree), Metrostar shall deliver
the following documents to DSM:



 


		(a)	the original Refund Guarantees (to the extent that such originals exist) with all amendments, restatements
and/or addenda thereto;



 


		(b)	the original Shipbuilding Contracts (save for the S-5131 Contract, which shall be delivered as
an original certified copy only) including all amendments and/or addenda thereto;



 


		(c)	the original Supervision Agreement, including all amendments and /or addenda thereto.



 


For the avoidance of any doubt
the delivery of documents under this Clause 4.3 shall take place at the offices of Metrostar as set out in Clause 12.4 (Notices)
or such other place as Metrostar and DSM may mutually agree.


 




    	 



    	 



    

 


		5.	EFFECTIVE TIME NOTICE



 


		5.1	No later than three (3) Banking Days after each of the Conditions Precedent have been satisfied
or waived Metrostar (for and behalf of itself and each of the Original Buyers) and DSM (for and behalf of itself and each of the
New Buyers) shall execute the Effective Time Notice, and Metrostar shall use all reasonable endeavours to procure that SeaQuest
and the Builder shall execute the Effective Time Notice.



 


		5.2	The respective obligations of Metrostar and DSM to execute the Effective Time Notice are in all
respects conditional on the following conditions precedent (“Conditions Precedent”) being satisfied or expressly
waived: 



 


		(a)	an IPO;



 


		(b)	due execution of the S-1177 Novation by the Builder, Carina and the New S-1177;



 


		(c)	due execution of the S-1178 Novation by the Builder, Signus and the New S-1178 Buyer;



 


		(d)	due execution of the S-1183 Novation by the Builder, Lyra and the New S-1183 Buyer;



 


		(e)	due execution of the S-1184 Novation by the Builder, Vulpecula and the New S-1184 Buyer;



 


		(f)	due execution of the S-5130 Novation by the Builder, Alsafi and the New S-5130 Buyer;



 


		(g)	due execution of the S-5131 Novation by the Builder, Pavonis and the New S-5131 Buyer;



 


		(h)	due execution of the S-5132 Novation by the Builder, Taygeta and the New S-5132 Buyer;



 


		(i)	due execution of the S-5133 Novation by the Builder, Lacerta and the New S-5133 Buyer;



 


		(j)	due execution of the S-5134 Novation by the Builder, Draconis and the New S-5134 Buyer;



 


		(k)	due execution of the S-5135 Novation by the Builder, Polaris and the New S-5135 Buyer;



 


		(l)	receipt by the New S-1177 Buyer (with a copy to Metrostar) of the S-1177 RG Confirmation;



 


		(m)	receipt by the New S-1178 Buyer (with a copy to Metrostar) of the S-1178 RG Confirmation;



 


		(n)	receipt by the New S-1184 Buyer (with a copy to Metrostar) of the S-1184 RG Confirmation;



 




    	 



    	 



    

 


		(o)	receipt by the New S-5130 Buyer (with a copy to Metrostar) of the S-5130 RG Confirmation;



 


		(p)	receipt by the New S-5131 Buyer (with a copy to Metrostar) of the S-5131 RG Confirmation;



 


		(q)	receipt by the New S-5132 Buyer (with a copy to Metrostar) of the S-5132 RG Confirmation;



 


		(r)	receipt by the New S-5133 Buyer (with a copy to Metrostar) of the S-5133 RG Confirmation;



 


		(s)	receipt by the New S-5134 Buyer (with a copy to Metrostar) of the S-5134 RG Confirmation;



 


		(t)	receipt by the New S-5135 Buyer (with a copy to Metrostar) of the S-5135 RG Confirmation;



 


		(u)	receipt by DSM (with a copy to Metrostar) of the Supervision Novation Agreement executed by each
of the New Buyers, SeaQuest and each of the Original Buyers;



 


		(v)	satisfaction of the due diligence items as set out at Annex 14 of this Agreement; and



 


		(w)	subject always to Clause 5.3, receipt by the New S-1183 Buyer (with a copy to Metrostar) of the
S-1183 RG Confirmation.



 


		5.3	If the S-1183 Refund Guarantee has not been issued by a Refund Guarantor and received by Lyra prior
to the Effective Time, DSM and each of the New Buyers shall be deemed to have unconditionally and irrevocably waived any requirement
for the receipt by the New S-1183 Buyer of the S-1183 Confirmation.



 


		5.4	Each Party shall use its reasonable endeavours to (and, as the case may be, DSM shall procure that
each New Buyer shall use its reasonable endeavours) to co-operate with the other Parties, and provide as soon as reasonably practicable
in the circumstances such assistance and information as is reasonably requested in writing by any other Party in order to achieve
satisfaction of the Conditions Precedent as soon as practicable after the date of this Agreement and in any event not later than
the Longstop Date.



 


		6.	EFFECTIVENESS



 


		6.1	This Agreement shall become effective upon signature of this Agreement by all the Parties. In the
event that the Effective Time Notice is not executed by the Builder, Metrostar and DSM on or before the Longstop Date or such later
period as may be agreed among the Parties, this Agreement shall become null and void and none of the Parties shall have any claim
against or liability to the others.



 




    	 



    	 



    

 


		7.	CONFIDENTIALITY



 


		7.1	The Parties agree that this Agreement, the Transaction Documents and all related documents and
the terms of those documents are confidential (the “Confidential Information”) and that the Parties will use
their respective best endeavours to maintain that confidentiality. The Parties may disclose materials covered by this Clause to
their professional advisors, their bankers or other financiers, to their group companies as necessary and to any regulatory or
other bodies including, but not limited to, the Securities & Exchange Commission, as required as part of the IPO (each a “Recipient”)
and as required by any applicable law or to enforce this Agreement. The Recipient may disclose the Confidential Information to
employees, agents, officers, advisers and other representatives of the Recipient (the “Representatives”) who
need to know this Confidential Information for the purpose of enabling operation of the subject transaction, provided that:



 


		(a)	the Party responsible for the disclosure informs its Representatives of the confidential nature of the Confidential Information
before disclosure; and



 


		(b)	the Recipient procures written confirmation that its Representatives shall, in relation to any Confidential Information disclosed
to them, comply with the confidentiality provisions of this Clause as though they were a Party and subject to its terms.



 


		8.	WRONG POCKETS



 


		8.1	To the extent that DSM and/or a Person in the DSM Group receives any refund, damages and/or payment
arising from or in connection with any Shipbuilding Contract and/or any Refund Guarantee from any third party (or would have received
any such payment, but for any set-off, counterclaim or credit or similar action having been effected against that refund, damages
and/or payment) after the date of this Agreement, but before the Effective Time, which according to the terms of the relevant Shipbuilding
Contract (as amended and supplemented from time to time up to the Effective Time, but not including the relevant SBC Novation Agreement)
and/or the relevant Refund Guarantee (as amended and supplemented from time to time up to the Effective Time) and/or the Supervision
Agreement (as amended and supplemented from time to time up to the Effective Time, but not including the Supervision Novation Agreement)
is rightly attributable to Metrostar, or any Person in the Metrostar Group, DSM shall, and, as the case may be, shall procure that
the relevant Person in the DSM Group shall, account to Metrostar and/or the relevant Person in the Metrostar Group for such refund
and/or payment (or an amount equal to the amount that would have been received but for set-off, counterclaim or credit or similar
action) forthwith to Metrostar and/or the relevant person in the Metrostar Group at such account as Metrostar may nominate. At
any time that DSM and/or a Person in the DSM Group holds or controls such received refund, damages and/or payment DSM shall, and
as the case may be shall procure that the relevant Person in the DSM Group shall, hold such received refund, payments and/or damages
on trust for Metrostar and/or the relevant Person in the Metrostar Group.



 


		8.2	To the extent that Metrostar and/or a Person in the Metrostar Group receives any refund, damages
and/or payment arising from or in connection with any Shipbuilding Contract and/or any Refund Guarantee from any third party (or
would have received any such payment, but for any set-off, counterclaim or credit or similar action having



 




    	 



    	 



    

 


been effected against that refund,
damages and/or payment) after the Effective Time which according to the terms of the relevant Shipbuilding Contract (as amended
and supplemented from time to time) and/or the relevant Refund Guarantee (as amended and supplemented from time to time) and/or
the Supervision Agreement (as amended and supplemented from time to time), is rightly attributable to DSM, or any Person in the
DSM Group, Metrostar shall, and, as the case may be, shall procure that the relevant Person in the Metrostar Group shall, account
to DSM and/or the relevant Person in the DSM Group for such refund and/or payment (or an amount equal to the amount that would
have been received but for set-off, counterclaim or credit or similar action) forthwith to DSM and/or the relevant person in the
DSM Group at such account as DSM may nominate. At any time that Metrostar and/or a Person in the Metrostar Group holds or controls
such received refund, damages and/or payment Metrostar shall, and as the case may be shall procure that the relevant Person in
the Metrostar Group shall, hold such received refund, payments and/or damages on trust for DSM and/or the relevant Person in the
DSM Group.


 


		9.	REPRESENTATIONS AND WARRANTIES



 


		9.1	On the date of this Agreement and on the date any Transaction Document is executed by Metrostar
and/or an Original Buyer, each of Metrostar and each Original Buyer represents to each of DSM and each New Buyer that:



 


		(a)	it is a company duly organised, validly existing and in good standing under the laws of the jurisdiction
in which it is incorporated and has corporate existence and the capacity to sue or be sued in its own name, and has the power to
own the property and assets that it presently owns and to continue to conduct the business it presently conducts;



 


		(b)	it has power to enter into this Agreement and any Transaction Document to which it is, or shall
be, a party and has taken all necessary corporate and other action required to authorise the execution and delivery of this Agreement
and /or any Transaction Document to which it is, or shall be, a party and its performance according to the terms of this Agreement
and/or such Transaction Document;



 


		(c)	the execution and delivery of this Agreement and any Transaction Document to which it is, or shall
be, a party and its performance according to the terms of this Agreement and/or such Transaction Document do not and will not:



 


		(i)	contravene its articles of association (or equivalent constitutional documents) or;



 


		(ii)	violate any law to which it is subject; or



 


		(iii)	result in a breach of, or default under, any agreement, instrument or arrangement to which it is
a party or which is binding upon it or any of its assets;



 


		(d)	the Builder has been notified of the proposed novation of each Shipbuilding Contract by the respective
Original Buyer to the



 




    	 



    	 



    

 


respective New Buyer and has
provided its written consent, a copy of which written consent is attached at Schedule 5 (Consent Letter From Builder).


 


		(e)	the copies of the Shipbuilding Contracts and the Refund Guarantees delivered by the Original Buyers
to DSM and/or the New Buyers are true and complete copies of the originals of such documents and, save as otherwise disclosed,
there have been no amendments or variations thereof thereunder;



 


		(f)	any and all payments made by Metrostar and/or each Original Buyer to the Builder pursuant to the
Shipbuilding Contracts have complied in all respects with the terms and conditions of the relevant Shipbuilding Contract and the
relevant Refund Guarantee;



 


		(g)	The Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyers) under the Shipbuilding Contracts.



 


		(h)	the “Buyers’ Supplied Items” list, a copy of which is attached at Annex 12, is
correct and complete and that no other “Buyer’s Supply” has been agreed with the Builder, over and above those
items listed in the “Buyers’ Supplied Items” list;



  


		(i)	the “Makers List”, a copy of which is attached at Annex 13, is correct
and complete;



 


		(j)	the Initial Extras and the Initial Extras Costs are correct and complete and are included in the
“Contract Price” (as defined in Article II.1 of the relevant Shipbuilding Contract) for each Hull;



 


		(k)	the Plan Approval Extras and the Plan Approval Extras Costs are correct and complete;



 


		(l)	each Refund Guarantor has or will be notified of the intended assignment of the Refund Guarantees
issued by them.



 


		9.2	At the Effective Time, each of Metrostar and each Original Buyer represents to each of DSM and
each New Buyer that:



 


		(a)	no rebates, warranties and spare parts have accrued to Metrostar and/or the Original Buyers prior
to the Effective Time;



 


		(b)	to the extent possible any and all, warranties and spare parts of whatsoever nature due from the
Builder and/or the “Makers List” suppliers are for the account of DSM and/or the New Buyers;



 


		(c)	Metrostar and each Original Buyer will respectively make reasonable endeavours to assign to the
respective New Buyer any rebates negotiated to suppliers on the Makers List (as attached at Annex 13); and



 




    	 



    	 



    

 


		(d)	the documents set out at Schedule 10 to this Agreement and such documents as may be provided in
accordance with Clause 5.2 (v), which relate to the Plan Approval Extras and the Plan Approval Extras Costs are correct and complete.



 


		9.3	On the date of this Agreement and on the date any Transaction Document is executed by DSM and/or
a New Buyer , each of DSM and each New Buyer represents to each Original Buyer and to Metrostar that:



 


		(a)	it is a company duly organised, validly existing and in good standing under the laws of the jurisdiction
in which it is incorporated and has corporate existence and the capacity to sue or be sued in its own name, and has the power to
own the property and assets that it presently owns and to continue to conduct the business it presently conducts;



 


		(b)	it has power to enter into this Agreement and any Transaction Document to which it is, or shall
be, a party and has taken all necessary corporate and other action required to authorise the execution and delivery of this Agreement
and /or any Transaction Document to which it is, or shall be, a party and its performance according to the terms of this Agreement
and/or such Transaction Document;



 


		(c)	the execution and delivery of this Agreement and any Transaction Document to which it is, or shall
be, a party and its performance according to the terms of this Agreement and/or such Transaction Document do not and will not:



 


		(i)	contravene it’s articles of association (or equivalent constitutional documents) or;



 


		(ii)	violate any law to which it is subject; or



 


		(iii)	result in a breach of, or default under, any agreement, instrument or arrangement to which it is
a party or which is binding upon it or any of its assets.



 


		10.	INVALIDITY



 


		10.1	In the event that any term or condition of this Agreement is rendered or declared illegal, invalid
or unenforceable in whole or in part by any statute, rule or regulation or any decision of any court or tribunal of competent jurisdiction
then such determination or declaration shall not affect the validity of the other terms and conditions of this Agreement and the
Transaction Documents which will remain in full force and effect and each Party undertakes to each of the other Parties to execute
(and in the case of DSM, undertakes to each other Party to procure that each New Buyer executes) such further document or documents
as such other Parties may reasonably require to give effect to the terms and conditions of this Agreement and the Transaction Documents.



 




    	 



    	 



    

 


		11.	COSTS AND EXPENSES 



 


		11.1	Except as otherwise stated in this Agreement, each Party shall be responsible for its own costs
and expenses (and in respect of any New Buyer, DSM shall be responsible for the costs and expenses of such New Buyer), including
the fees of its financial advisers, legal counsel and accountants, in relation to the preparation, negotiation and execution of
this Agreement and the Transaction Documents.



 


		12.	NOTICES 



 


		12.1	Any notice given under this Agreement and/or any Transaction Document to DSM and/or any New Buyer
by Metrostar and/or any Original Buyer shall be deemed to be a notice given to both DSM and all relevant New Buyers to which such
notice may relate.



 


		12.2	For the purposes of Clause 12.1, any notice given by, or to be received by, Metrostar and/or any
Original Buyer, as the case may be, be deemed to have been given by, or as the case may be, received by, Metrostar and/or such
Original Buyer if given, or as the case may be, received, by Metrostar alone.



 


		12.3	All notices or other communications under or in connection with this Agreement shall be in writing
and shall be delivered by hand or by first class prepaid post or facsimile transmission or by e-mail to the respective addressee
and addresses or facsimile numbers or e-mail address given below or at such other addressee or address or facsimile number or e-mail
address as the recipient may have notified to the sender in writing. Notices or other communications shall be deemed to be received
as follows:



 


		(a)	if posted, 5 Banking Days after the relevant letter has been despatched by prepaid first class
letter post;



 


		(b)	if delivered by hand, at the time of delivery;



 


		(c)	if sent by facsimile transmission, upon receipt by the sender of a transmission report showing
the notice or other communication to have been sent in its entirety; or



 


		(d)	if sent by e-mail to all the addressees notified by the relevant recipient to the sender from time
to time in accordance with this Clause 12, on the day of sending the email.



 


		12.4	The addresses and facsimile numbers and/or e-mail addresses of the Parties, and are as follows:



 


To each of:


 


Metrostar and
each Original Buyer


 


	Address:	“Blueland Centre”
	 	 
	 	6-8 Agisilaou Street
	 	 
	 	GR 151 23 Marousi
	 	 
	 	Greece


 




    	 



    	 



    

 


	Fax:	+30 210 321 2687
	 	 
	Email:	legaldept@metrostar.gr
	 	 
	Attention:	Michael Kougellis


 


To each of:


 


DSM and
each New Buyer


 


	Address:	33 Benedict Place
	 	 
	 	2nd Floor.
	 	 
	 	Greenwich,
	 	 
	 	CT 06830
	 	 
	 	United States of America
	 	 
	Email:	management@diamondsshipping.com
	 	 
	Attention:	Craig H. Stevenson Jr., CEO.
	 	 
	Copy to:	 
	 	 
	 	Randi C. Lesnick at Jones Day.
	 	Email: rclesnick@jonesday.com
	 	 
	 	and
	 	 
	 	Jessica Maitra and Stephen Mackin at Eversheds.
	 	Email: JessicaMaitra@eversheds.com
	 	   StephenMackin@eversheds.com


 


		13.	THIRD PARTY RIGHTS 



 


		13.1	The Parties do not intend that any of terms of this Agreement will be enforceable by virtue of
the Contracts (Rights of Third Parties) Act 1999 by any person not a Party.



 


		14.	INTERPRETATION AND ENTIRE AGREEMENT 



 


		14.1	The written terms of this Agreement and the other Transaction Documents contain or will contain
all the terms which the Parties have agreed in relation to the subject matter of this Agreement and supersede any prior written
or oral agreements, representations or understandings among the Parties in relation to such subject matter.



 




    	 



    	 



    

 


		14.2	Each party agrees that it shall have no remedies in respect of any statement, representation, assurance
or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement.



 


		15.	VARIATION AND WAIVER 



 


		15.1	Any variation to this Agreement shall only be valid if signed by all the Parties.



 


		15.2	No waiver of any right under this Agreement shall be effective unless in writing and, unless expressly
stated otherwise, a waiver shall be effective only in the circumstances for which it is given.



 


		16.	COUNTERPARTS 



 


This Agreement may be entered
into in the form of counterparts executed by one or more of the Parties and provided all the Parties shall so execute this Agreement,
each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they
shall constitute one instrument. A signed copy received by fax or as a “.pdf” file shall be deemed to be an original.


 


		17.	GOVERNING LAW AND ARBITRATION 



 


		17.1	This Agreement (including any non-contractual obligations arising out of or in connection with
the same) shall be governed by and construed in accordance with English law.



 


		17.2	Any dispute arising out of or in connection with this Agreement shall be referred to arbitration
in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent
necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime
Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be
to three arbitrators. A Party (wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment
in writing to the other Party requiring the other Party to appoint its own arbitrator within twenty (20) calendar days of that
notice and stating that it will appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and
gives notice that it has done so within the twenty (20) days specified. Once the Parties have duly appointed their own arbitrator
(and given notice that they have done so the to the other Parties) the two arbitrators so appointed shall, between them, appoint
a third arbitrator. If the other Party does not appoint its own arbitrator and give notice that it has done so within the twenty
(20) days specified, the Party referring a dispute to arbitration may, without the requirement of any further prior notice to the
other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator
shall be binding on all the Parties as if he had been appointed by agreement. Nothing herein shall prevent the Parties agreeing
in writing to vary these provisions to provide for the appointment of a sole arbitrator.



 




    	 



    	 



    

 


		17.3	For the purposes of this Clause 17, Metrostar and each of the Original Buyers shall together be
considered one Party.



 


		17.4	For the purposes of this Clause 17, DSM and each of the New Buyers shall together be considered
one Party.



 


IN WITNESS WHEREOF the Parties have caused this Agreement
to be duly executed by their duly authorized officers and/or attorney-in-fact on the date and year first above written.


 




    	 



    	 



    

 


SCHEDULE 1


 


ORIGINAL BUYERS


 


		1.	Carina Shipping & Trading S.A., a corporation organized and existing under the laws
of the Republic of Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia (“Carina”)



 


		2.	Signus Trading Co. Ltd., a corporation organized and existing under the laws of the Republic
of Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia (“Signus”)



 


		3.	Lyra Maritime Company, a corporation organized and existing under the laws of the Republic
of Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia (“Lyra”)



 


		4.	Vulpecula Shipping Company, a corporation organized and existing under the laws of the Republic
of Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia (“Vulpecula”)



 


		5.	Alsafi Navigation Co., a corporation organized and existing under the laws of the Republic
of Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia (“Alsafi”)



 


		6.	Pavonis Marine Limited, a corporation organized and existing under the laws of the Republic
of Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia (“Pavonis”)



 


		7.	Taygeta Corporation, a corporation organized and existing under the laws of the Republic
of Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia (“Taygeta”)



 


		8.	Lacerta Marine S.A., a corporation organized and existing under the laws of the Republic
of Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia (“Lacerta”)



 


		9.	Draconis Maritime Co. S.A., a corporation organized and existing under the laws of the Republic
of Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia (“Draconis”)



 


		10.	Polaris Shipholding Corp., a corporation organized and existing under the laws of the Republic
of Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia (“Polaris”)



 




    	 



    	 



    

 


SCHEDULE 2


 


NEW BUYERS


 


		1.	SPP 7 LLC a company organized and existing under the laws of the Republic of the Marshall Islands
and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960
(“New S-1177 Buyer”)



 


		2.	SPP 8 LLC a company organized and existing under the laws of the Republic of the Marshall Islands
and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960
(“New S-1178 Buyer”)



 


		3.	SPP 9 LLC a company organized and existing under the laws of the Republic of the Marshall Islands
and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960
(“New S-1183 Buyer”)



 


		4.	SPP 10 LLC a company organized and existing under the laws of the Republic of the Marshall Islands
and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960
(“New S-1184 Buyer”)



 


		5.	SPP 1 LLC a company organized and existing under the laws of the Republic of the Marshall Islands
and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960
(“New S-5130 Buyer”)



 


		6.	SPP 2 LLC a company organized and existing under the laws of the Republic of the Marshall Islands
and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960
(“New S-5131 Buyer”)



 


		7.	SPP 3 LLC a company organized and existing under the laws of the Republic of the Marshall Islands
and having its registered office at Trust Company Complex,Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960
(“New S-5132 Buyer”)



 


		8.	SPP 4 LLC a company organized and existing under the laws of the Republic of the Marshall Islands
and having its registered office at Trust Company Complex,Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960
(“New S-5133 Buyer”)



 


		9.	SPP 5 LLC a company organized and existing under the laws of the Republic of the Marshall Islands
and having its registered office at Trust Company Complex,Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960
(“New S-5134 Buyer”)



 


		10.	SPP 6 LLC a company organized and existing under the laws of the Republic of the Marshall Islands
and having its registered office at Trust Company Complex,Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960
(“New S-5135 Buyer”)



 




    	 



    	 



    

 


SCHEDULE 3 


 


PART A 


 


APPORTIONMENT OF THE CONSIDERATION: S-1183
REFUND GUARANTEE 

NOT ISSUED PRIOR TO EFFECTIVE DATE.


 


		 		 	Deemed Apportionment
    of	 
	 	 	 	 	Consideration	 
	Hull	 	Original
    Buyer	 	(United
    States Dollars)	 
	 	 	 	 	 	 
	Hull No. S-1177	 	Carina	 	6,077,000	 
	 	 	 	 	 	 
	Hull No. S-1178	 	Signus	 	6,077,000	 
	 	 	 	 	 	 
	Hull No. S-1183	 	Lyra	 	2,530,000	 
	 	 	 	 	 	 
	Hull No. S-1184	 	Vulpecula	 	6,077,000	 
	 	 	 	 	 	 
	Hull No. S-5130	 	Alsafi	 	4,655,000	 
	 	 	 	 	 	 
	Hull No. S-5131	 	Pavonis	 	4,655,000	 
	 	 	 	 	 	 
	Hull No. S-5132	 	Taygeta	 	7,755,000	 
	 	 	 	 	 	 
	Hull No. S-5133	 	Lacerta	 	7,755,000	 
	 	 	 	 	 	 
	Hull No. S-5134	 	Draconis	 	7,755,000	 
	 	 	 	 	 	 
	Hull No. S-5135	 	Polaris	 	7,755,000	 







 




    	 



    	 



    

 


SCHEDULE 3 


 


PART B 


 


APPORTIONMENT OF THE CONSIDERATION: S-1183 REFUND GUARANTEE


ISSUED PRIOR TO EFFECTIVE DATE. 


 





		 		 	Deemed Apportionment of	 
	 	 	 	 	Consideration	 
	Hull	 	Original
    Buyer	 	(United
    States Dollars)	 
	 	 	 	 	 	 
	Hull No. S-1177	 	Carina	 	6,077,000	 
	 	 	 	 	 	 
	Hull No. S-1178	 	Signus	 	6,077,000	 
	 	 	 	 	 	 
	Hull No. S-1183	 	Lyra	 	6,077,000	 
	 	 	 	 	 	 
	Hull No. S-1184	 	Vulpecula	 	6,077,000	 
	 	 	 	 	 	 
	Hull No. S-5130	 	Alsafi	 	4,655,000	 
	 	 	 	 	 	 
	Hull No. S-5131	 	Pavonis	 	4,655,000	 
	 	 	 	 	 	 
	Hull No. S-5132	 	Taygeta	 	7,755,000	 
	 	 	 	 	 	 
	Hull No. S-5133	 	Lacerta	 	7,755,000	 
	 	 	 	 	 	 
	Hull No. S-5134	 	Draconis	 	7,755,000	 
	 	 	 	 	 	 
	Hull No. S-5135	 	Polaris	 	7,755,000	 




  




    	 



    	 



    

 


SCHEDULE 4 


 


FORM OF EFFECTIVE TIME NOTICE 


 


To:         Diamond S Shipping
Group Inc. (“DSM”) for and on behalf of themselves and the New Buyers (as defined below))


 


Metrostar Management Corp. (“Metrostar”)
for and on behalf of themselves and the Original Buyers (as defined below)


 


SPP Shipbuilding Co., Ltd (“Builder”)


 


SeaQuest Marine Project Management Limited
(“SeaQuest”)


 


Export-Import Bank of Korea


 


Kookmin Bank


 


Shinhan Bank


 


Woori Bank


 


Carina Shipping & Trading S.A.,
(“Carina”)


 


Signus Trading Co. Ltd., (“Signus”)


 


Lyra Maritime Company, (“Lyra”)


 


Vulpecula Shipping Company, (“Vulpecula”)


 


Alsafi Navigation Co., (“Alsafi”)


 


Pavonis Marine Limited, (“Pavonis”)


 


Taygeta Corporation, (“Taygeta”)


 


Lacerta Marine S.A., (“Lacerta”)


 


Draconis Maritime Co. S.A. , (“Draconis”)


 


Polaris Shipholding Corp., (“Polaris”)


 


(Carina, Signus, Lyra, Vulpecula, Alsafi, Pavonis,
Taygeta, Lacerta, Draconis and Polaris, together the “Original Buyers”).


 


SPP 1 LLC (“SPP 1”)


 


SPP 2 LLC (“SPP 2”)


 


SPP 3 LLC (“SPP 3”)


 


SPP 4 LLC (“SPP 4”)


 




    	 



    	 



    

 


SPP 5 LLC (“SPP 5”)


 


SPP 6 LLC (“SPP 6”)


 


SPP 7 LLC (“SPP 7”)


 


SPP 8 LLC (“SPP 8”)


 


SPP 9 LLC (“SPP 9”)


 


SPP 10 LLC (“SPP 10”)


 


(SPP 1, SPP 2, SPP 3, SPP 4, SPP 5, SPP 6, SPP 7,
SPP 8, SPP 9, SPP 10, together the “New Buyers”)


 


We refer to:


 


	1.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the “S-1177 Novation”) among the Builder, Carina (as the original buyer) and SPP 7 (as the new buyer) in respect of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Carina for the vessel with the Builder’s Hull No. S-1177.


 


	2.	The novation agreement dated [●] 2014 (as
    amended and supplemented to the date hereof the “S-1178 Novation”) among the Builder, Signus (as the
    original buyer) and SPP 8 (as the new buyer) in
respect of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and
Signus for the vessel with the Builder’s Hull No. S-1178.


  


	3.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the “S-1183 Novation”) among the Builder, Lyra (as the original buyer) and SPP 9 (as the new buyer) in respect of the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Lyra for the vessel with the Builder’s Hull No. S-1183.


 


	4.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the “S-1184 Novation”) among the Builder, Vulpecula (as the original buyer) and SPP 10 (as the new buyer) in respect of the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Vulpecula for the vessel with the Builder’s Hull No. S-1184.


 


	5.	The novation agreement dated [●]
    2014 (as amended and supplemented to the date hereof the “S-5130 Novation”) among the Builder, Alsafi (as
    the original buyer) and SPP 1 (as the new buyer) in respect of the shipbuilding contract dated 14 December 2012 (as amended
    and supplemented to the date hereof) between the Builder and Alsafi for the vessel with the Builder’s Hull
No. S-5130.


  


	6.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the “S-5131 Novation”) among the Builder, Pavonis (as the original buyer) and SPP 2 (as the new buyer) in respect of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Pavonis for the vessel with the Builder’s Hull No. S-5131.


 




    	 



    	 



    

 


	7.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the “S-5132 Novation”) among the Builder, Taygeta (as the original buyer) and SPP 3 (as the new buyer) in respect of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Taygeta for the vessel with the Builder’s Hull No. S-5132.


 


	8.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the “S-5133 Novation”) among the Builder, Lacerta (as the original buyer) and SPP 4 (as the new buyer) in respect of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Lacerta for the vessel with the Builder’s Hull No. S-5133.


 


	9.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the “S-5134 Novation”) among the Builder, Draconis (as the original buyer) and SPP 5 (as the new buyer) in respect of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Draconis for the vessel with the Builder’s Hull No. S-5134.


 


	10.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the “S-5135 Novation”) among the Builder, Polaris (as the original buyer) and SPP 6 (as the new buyer) in respect of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Polaris for the vessel with the Builder’s Hull No. S-5135.


 


	11.	The novation agreement dated [●]
2014 (as amended and supplemented to the date hereof the “Supervision Novation”) among the Original Buyers,
the New Buyers and SeaQuest in respect of the agreement for the supervision of the construction of certain vessels under construction
by the Builder dated 27 March 2013 (as amended and supplemented to the date hereof, including, but not limited to, by an addendum
no.1 dated 14 August 2013, an addendum no.2 dated 17 December 2013, an addendum no.3 dated 14 January 2014 and an addendum no.4
dated 14 January 2014) between the Original Buyers and SeaQuest.


 


(the S-1177 Novation, the S-1178
Novation, the S-1183 Novation, S-1184 Novation, the S-5130 Novation, the S-5131 Novation, the S-5132 Novation, the S-5133 Novation,
the S-5134 Novation and the S-5135 Novation, and the Supervision Novation together the “Novations”).


 


We hereby acknowledge and confirm that the Effective Time for
the purposes of each of the Novations shall be [●] [London] time on [●] 2014.


 


This notice may be entered into in the
form of counterparts executed by one or more of the signatories and provided all the signatories shall so execute this notice,
each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they
shall constitute one instrument. A signed copy received by fax or as a “.pdf” file shall be deemed to be an original.


 




    	 



    	 



    

 


Signed by:


	 	 
	 	 
	 	 
	For and on behalf of	 
	METROSTAR MANAGEMENT CORP.	 
	and the ORIGINAL BUYERS (as defined above)	 
	 	 
	Signed by:	 
	 	 
	 	 
	 	 
	For and on behalf of	 
	DIAMOND S SHIPPING GROUP INC.	 
	and the NEW BUYERS (as defined above)	 
	 	 
	Signed by:	 
	 	 
	 	 
	 	 
	For and on behalf of	 
	SPP SHIPBUILDING CO., LTD.	 
	 	 
	Signed by:	 
	 	 
	 	 
	 	 
	For and on behalf of	 
	SEAQUEST MARINE PROJECT	 
	MANAGEMENT LIMITED	 


 




    	 



    	 



    

 


SCHEDULE 5


 


CONSENT LETTER FROM BUILDER


 




    	 



    	 



    

 


	

                                                           SPP Shipbuilding Co., Ltd.
	

SPP Shipbuilding Co,. LTD.

Seoul Office

5th FL. Jeil Pharmaceutical B/D, 745-5, 

Banpo-dong, Seocho-gu, Seoul, Korea 

Tel. +82 2 6263 7212, Fax. +82 2 6263 7211
	 	 
	Mr. Michael Kougellis	 
	Metrostar Management	February 12th, 2014
	6-8 Agisilaou Street	SP/JY-14021203
	GR151 23 Marousi	 
	Greece	 


 


Sub : Novation of 10 MR Contracts


 


Dear Mr. Kougellis,


 


We hereby confirm you that the Builder duly consents in principle
to your request for the transaction of novation of the 10 MR Contracts (Hull Nos. S5130, S5131, S5132, S5133, S5134, S5135, S1177,
S1178, S1183, S1184) to Diamond S Shipping provided that the contents of the Novation Agreement should be agreed between the Parties.


 


Please be aware that since RG for Hull No. S1183 is still unissued
while it is to be issued soon as we are hardly working on it, RG supplemental letter according to novation shall be made after
its issuance of RG as you may know well.


 


Best regards,


 


		 
	S. J. (Socrates) Park 	 
	Executive Vice President	 


 




    	 



    	 



    

 


SCHEDULE 6


 


INITIAL EXTRAS AND INITIAL EXTRA COSTS


 


	(1)	 	(2)	 	(3)
	Hull	 	Initial
    Extras	 	Initial
    Extras Cost
	Hull No. S-1177	 	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	 	US$1,843,000
	 	 	 	 	 
	Hull No. S-1177	 	Extra Cost to Yard. Dec 11, 2012	 	US$470,000
	 	 	 	 	 
	Hull No. S-1178	 	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	 	US$1,843,000
	 	 	 	 	 
	Hull No. S-1178	 	Extra Cost to Yard. Dec 11, 2012	 	US$470,000
	 	 	 	 	 
	Hull No. S-1183	 	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	 	US$1,843,000
	 	 	 	 	 
	Hull No. S-1183	 	Extra Cost to Yard. Dec 11, 2012	 	US$470,000
	 	 	 	 	 
	Hull No. S-1184	 	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	 	US$1,843,000
	 	 	 	 	 
	Hull No. S-1184	 	Extra Cost to Yard. Dec 11, 2012	 	US$470,000
	 	 	 	 	 
	Hull No. S-5130	 	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	 	US$1,843,000
	 	 	 	 	 
	Hull No. S-5130	 	Extra Cost to Yard. Dec 11, 2012	 	US$470,000
	 	 	 	 	 
	Hull No. S-5131	 	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	 	US$1,843,000
	 	 	 	 	 
	Hull No. S-5131	 	Extra Cost to Yard. Dec 11, 2012	 	US$470,000
	 	 	 	 	 
	Hull No. S-5132	 	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	 	US$1,843,000
	 	 	 	 	 
	Hull No. S-5132	 	Extra Cost to Yard. Dec 11, 2012	 	US$470,000
	 	 	 	 	 
	Hull No. S-5133	 	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	 	US$1,843,000
	 	 	 	 	 
	Hull No. S-5133	 	Extra Cost to Yard. Dec 11, 2012	 	US$470,000
	 	 	 	 	 
	Hull No. S-5134	 	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	 	US$1,843,000
	 	 	 	 	 
	Hull No. S-5134	 	Extra Cost to Yard. Dec 11, 2012	 	US$470,000
	 	 	 	 	 
	Hull No. S-5135	 	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	 	US$1,843,000
	 	 	 	 	 
	Hull No. S-5135	 	Extra Cost to Yard. Dec 11, 2012	 	US$470,000


 




    	 



    	 



    

 


SCHEDULE 7


 


PLAN APPROVAL EXTRAS AND PLAN APPROVAL


EXTRAS COSTS


 


	(1)	 	(2)	 	(3)
	 Hull	 	 Plan
    Approval Extras	 	Plan Approval Extras
		 		 	Cost
	Hull No. S-5130	 	Hull No. S-5130 Extra Credit Cost Items List. Date 02/01/2014	 	US$219,104
	 	 	 	 	 
	 	 	Extra Makers List Selection. May 20, 2013	 	 
	 	 	 	 	 
	Hull No. S-5131	 	Hull No. S-5131 Extra Credit Cost Items List	 	US$202,104
	 	 	 	 	 
	 	 	Extra Makers List Selection. May 20, 2013	 	 
	 	 	 	 	 
	Hull No. S-5132	 	Hull No. S-5132 Extra Credit Cost Items List	 	US$202,104
	 	 	 	 	 
	 	 	Extra Makers List Selection. May 20, 2013	 	 
	 	 	 	 	 
	Hull No. S-5133	 	Hull No. S-5133 Extra Credit Cost Items List	 	US$202,104
	 	 	 	 	 
	 	 	Extra Makers List Selection. May 20, 2013	 	 
	 	 	 	 	 
	Hull No. S-5134	 	Hull No. S-5134 Extra Credit Cost Items List	 	US$202,104
	 	 	 	 	 
	 	 	Extra Makers List Selection. May 20, 2013	 	 
	 	 	 	 	 
	Hull No. S-5135	 	Hull No. S-5135 Extra Credit Cost Items List	 	US$202,104
	 	 	 	 	 
	 	 	Extra Makers List Selection. May 20, 2013	 	 
	 	 	 	 	 
	Hull No. S-1177	 	Hull No. S-1177 Extra Credit Cost Items List	 	US$202,104
	 	 	 	 	 
	 	 	Extra Makers List Selection. May 20, 2013	 	 
	 	 	 	 	 
	Hull No. S-1178	 	Hull No. S-1178 Extra Credit Cost Items List	 	US$202,104
	 	 	 	 	 
	 	 	Extra Makers List Selection. May 20, 2013	 	 
	 	 	 	 	 
	Hull No. S-1183	 	Hull No. S-1183 Extra Credit Cost Items List	 	US$202,104
	 	 	 	 	 
	 	 	Extra Makers List Selection. May 20, 2013	 	 
	 	 	 	 	 
	Hull No. S-1184	 	Hull No. S-1184 Extra Credit Cost Items List	 	US$202,104
	 	 	 	 	 
	 	 	Extra Makers List Selection. May 20, 2013	 	 


 




    	 



    	 



    

 


SCHEDULE 8


 


PAYMENT SCHEDULE


 


	 	 	 	 	Contract
    Price and Terms of Payments under Article II of each Shipbuilding Contract
		 		 	Contract
    Price	 	1st
    Payment	 	Steel
    Cutting	 	Keel
    Laying	 	Launching	 	Delivery
	Hull 	 	Contract
    Date	 	(USD)	 	(USD)	 	(USD)	 	(USD)	 	(USD)	 	(USD)
	S-5130	 	14 December 2012	 	38,970,000	 	1,000,000(paid)	 	4,625,000 (paid)	 	4,625,000	 	N/A	 	28,720,000
	S-5131	 	14 December 2012	 	38,970,000	 	1,000,000(paid)	 	4,625,000 (paid)	 	4,625,000	 	N/A	 	28,720,000
	S-5132	 	14 December 2012	 	38,970,000	 	8,725,000(paid)	 	4,625,000	 	4,625,000	 	N/A	 	20,995,000
	S-5133	 	14 December 2012	 	38,970,000	 	8,725,000(paid)	 	4,625,000	 	4,625,000	 	N/A	 	20,995,000
	S-5134	 	14 December 2012	 	38,970,000	 	8,725,000(paid)	 	4,625,000	 	4,625,000	 	N/A	 	20,995,000
	S-5135	 	14 December 2012	 	38,970,000	 	8,725,000(paid)	 	4,625,000	 	4,625,000	 	N/A	 	20,995,000
	S-1177	 	2 August 2013	 	35,470,000	 	3,547,000 (paid)	 	5,320,500	 	3,547,000	 	5,320,500	 	17,735,000
	S-1178	 	2 August 2013	 	35,470,000	 	3,547,000 (paid)	 	5,320,500	 	3,547,000	 	5,320,500	 	17,735,000
	S-1183	 	17 October 2013	 	35,470,000	 	3,547,000	 	5,320,500	 	3,547,000	 	5,320,500	 	17,735,000
	S-1184	 	17 October 2013	 	35,470,000	 	3,547,000 (paid)	 	5,320,500	 	3,547,000	 	5,320,500	 	17,735,000


 




    	 



    	 



    

 


SCHEDULE 9


 


FULL TEXT OF INITIAL EXTRAS


 




    	 



    	 



    

 


SPP – 50,000 DWT
PRODUCT OIL/CHEMICAL TANKER – COMMENT REPLY TABLE 


Ref. No. : 50CTCT01-12123


Date : Nov. 14, 2012





	No.	 	SEC.

        NO
	 	PAGE	 	BUYER’S
    COMMENT	 	BUILDER’S
    REPLY	 	RESULT
	 	 	 	 	 	 	
        Base Spec. : Full Spec. 50CTFS01-SPP12 dated OCT. 31, 2012

         

        1) ME Power : To be increased by NCR 6,800Kw
	 	
        Main engine

        MCR

        NCR (90% MCR)

         

        DFOC
	
         

        : 7,660 kW x 99 RPM

        : 6,894 kW x 95.6 RPM

         

        : 26.7 MT/day
	 	Agreed with Builder’s reply.
	 	 	 	 	 	 	 	 	 	 	 	 
	
        1

         
	 	 	 	 	 	 	 	
        Extra cost USD 30,000 / Ship

        (based on 6 vessels)

        Model test shall be carried out.

        : 

        Extra cost USD 17,000/Ship.

        1)  Propeller & shaft strength
        to be increased.

        2)  Auxiliary capacity to be
        increased.
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	2) BWTS	 	
        Extra cost USD 830,000/Ship.

        DWT reduction 11.1MT.

         

        Based on the maker NK , in case other maker,
        will be applied with extra cost.

         

        Ballast treatment system to be provided.
	 	Agreed
    with Builder’s reply.
	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	 	 	 	 	Three
(3) sets of diesel generators may be simultaneously
operated during the cargo handling with BWTS.

                                                                                 

                                                                                 

                                                                                 

                                                                                ,

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                  
	 	 


   







    	1 / 5



    	 



    




 


SPP – 50,000
DWT PRODUCT OIL/CHEMICAL TANKER – COMMENT REPLY TABLE


Ref.
No. : 50CTCT01-12123


Date
: Nov. 14, 2012












	 

        No.
	 	SEC.

        NO
	 	PAGE	 	BUYER’S
    COMMENT	 	BUILDER’S
    REPLY	 	RESULT
	 	 	 	 	 	 	3) Cargo Tank : Phenolic Epoxy	 	
        Extra
        cost USD 320,000/ship

        Phenolic epoxy 3 x 100mic.

        Total DFT 300mic.

        Hot(post) curing in cargo oil
        tanks and slop tanks is not the Builder’s responsibility during construction at ship yard. The Buyer shall carry out hot(post)
        curing in accordance with paint maker’s recommendation after ship’s delivery.
	 	Agreed with Builder’s reply.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	4) IMO 2 Notation	 	
        Acceptable.

        IMO Type
        2 cargoes shall be carried less than 3,000 m3 per cargo tank according to the IBC code at the Buyer's responsibility and based
        on the provisions specified in the specifications.

        The entrance
        door from E/R to S/G room shall not be applicable, because of the damage stability requirement of IMO type 2.

         

        Classification

        IMO
        Ship Type 2
	 	Agreed with Builder’s reply.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	5) GP (Green Passport)	 	Extra cost USD 20,000/Ship.	 	Agreed with Builder’s reply.



 





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SPP – 50,000
DWT PRODUCT OIL/CHEMICAL TANKER – COMMENT REPLY TABLE


Ref.
No. : 50CTCT01-12123


Date
: Nov. 14, 2012

	No.	 	SEC.

    NO	 	PAGE	 	BUYER’S COMMENT	 	BUILDER’S REPLY	 	RESULT
	 	 	 	 	 	 	6) Residue Tank : 250M3 (Slop tank or Upper stool)	 	
        Residue Tank shall be located
        in Slop tank (P) and the volume of residue Tank is abt. 160 m3.

         

        Extra
        cost USD 187,000/ship 

        DWT
        reduction : 23
        MT

         

        - One (1) residue pump (100m3/h
        x 125mlc, hyd. motor driven, submerged, centrifugal type) shall be provided.

        - Residue pump discharge line
        shall be led on upper deck to residual manifold and slop tank (P).

        - One (1) fixed tank cleaning
        machine shall be provided.

        - P/V valve and inert gas line
        shall be arranged.

        - Heating coil shall be provided.

        - Ladder, platform and hatch
        shall be provided.

         

        Cargo monitoring sensor of radar
        type and level switch for high & overfill alarm to be provided.
	 	Agreed with Builder’s reply.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	7) Stern line discharging with notation	 	
        Extra
        cost USD 234,000/ship 

        DWT
        reduction : 21 MT

         

        - Pipings (300A x 1 cargo loading
        line, valves in the manifold area, miscellaneous pipings and etc.)

        - Total discharge rate : l,200m3/h.

        Vapor return line(300A x 1) is
        deleted because vapor return is not necessary during cargo discharge procedure.

        -Fire insulation & window
        shall be installed at rear side of deck house subject to Class acceptance.

        Pressure transmitter and electric
        outfitting of ex.proof type to be provided.

        -Hose handling davit
        which has capacity 5T SWL, fire fighting system, platform, mooring fitting.
	 	Agreed with Builder’s reply.



  






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SPP – 50,000
DWT PRODUCT OIL/CHEMICAL TANKER – COMMENT REPLY TABLE



Ref.
No. : 50CTCT01-12123


Date
: Nov. 14, 2012


	No.	 	SEC.

    NO		PAGE	 	BUYER’S COMMENT	 	BUILDER’S REPLY	 	RESULT
	 	 	 	 	 	 	8) Complement: 24P ==> 26P	 	
        Extra
        cost USD 37,000/ship

        Additional two(2) cabins shall
        be arranged in accommodation.

        Total: complement 26 persons.

        Life saving equipment - Life
        raft, jacket, immersion suit shall be provided as 26P.
	 	Agreed with Builder’s reply.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	9) Citadel in steering gear room	 	
        Extra
        cost USD 23,000/ship

         

        Citadel shall be provided in
        steering gear room as follows.

         

        - Natural Gooseneck Vent: Damper
        installation TYPE-SHUT OFF. (P&S) - 2EA

        - Mech. Vent: Damper installation
        TYPE-SHUT OFF - 1EA

        - Weathertight Steel door thickness
        (8mm => 13mm) - 1EA

        1- Iridium satellite telephone
        with antenna unit

        1- VHF telephone remote controller
        with headset

        1-
        SSAS push button
	 	Agreed with Builder’s reply.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	10) Ballast Pipe (Main line only without Pen PC’S & Fitting & Branch) to be GRE	 	
        Extra
        cost USD 130,000/Ship

        Ballast Pipe (Main line only
        without Pen PC’S, Tee piece & Fitting & Branch) to be GRE
	 	Agreed with Builder’s reply.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	11) Class : DNV	 	
        DNV
        (Det Norske Veritas)

        +1A1, Tanker for Oil and Chemicals
        ESP, E0, CSR, TMON, BIS, VCS-2, BWM-E(s), SPM with descriptive note “Ship Type 2”
	 	Agreed with Builder’s reply.
	 	 	 	 	 	 	 	 	 	 	 
	3	 	 	 	 	 	
        12)
        Flag : Greek Flag

        -
        Drinking water tank : one(l) of FWT to be changed to DWT with increasing thk between
	 	
        Extra
        cost USD 15,000/ship 

        DWT
        reduction : 3 MT

        Drinking
        water tank : one(l) of FWT to be changed to
	 	Agreed with Builder’s reply.



 


    	4 / 5



    	 



    

  


SPP
– 50,000 DWT PRODUCT OIL/CHEMICAL TANKER – COMMENT REPLY TABLE





Ref.
No. : 50CTCT01-12123


Date
: Nov. 14, 2012



	No.	 	SEC

    NO	 	PAGE	 	BUYER’S COMMENT	 	BUILDER’S REPLY	 	RESULT
	 	 	 	 	 	 	
        ballast
        tank and drinking tank

        - Bilge
        Pump, Fire line Marking ,etc

        - Swimming
        pool : Exemption
	 	
        DWT with increasing thk between
        ballast tank and drinking tank

        Secondly battery charger and
        low voltage alarm for GMDSS and MF/HF spare wire antenna to be provided.

        - Bilge
        Pump, Fire line Marking

        - Swimming
        pool : To be exempted by the Buyer

         

        Additional
        items required by Greek Authority except above items shall be applied the same as previous Hull Nos. H-4001.
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Total Extra cost USD 1,843,000/Ship DWT reduction : 58.1MT	 	 


 


The extra cost and DWT reduction shall be mutually agreed between the Buyer and the Builder.


 


	For and on behalf of the Buyer	 	For and on behalf of the Buyer
	 	 	 	 	 
	/s/  TH. Pavlidis	 	/s/  Sang Pyo, Lee
	By: 	Mr. TH. Pavlidis	 	By: 	Mr. Sang Pyo, Lee
	 	 	 	 	 
	Metrostar Management Corp.	 	SPP Shipbuilding Co., Ltd.



 



    	5 / 5



    	 



    

 





The List of Extra Cost for 50,300
DWT PRODUCT OIL/CHEMICAL TANKER


(Builder’s Hull Nos. S-5130/31/32/33/34/35) 


Date
: DEC 11, 2012


	Item No.	 	Page	 	Description	 	Extra Cost

    (USD/ship)	 	Agreed

    extra cost

    (USD/ship)	 	DWT

    Reduction

    (MT)	 	Remark
	8	 	 	 	Additional Notation - ETC	 	67,000	 	Cancelled	 	 	 	 
	8	 	 	 	Additional Notation - CLEAN	 	35,000	 	35,000	 	 	 	 
	8	 	 	 	Additional Notation - NAUT-OC	 	142,000	 	Cancelled	 	 	 	 
	18	 	 	 	Report of Grobal vibration alaysis	 	17,000	 	Cancelled	 	 	 	 
	21	 	 	 	Additional loadline mark (4 sets/ship)	 	14,000	 	14,000	 	 	 	 
	34	 	 	 	Speed test at Ballast condition for first vessel	 	20,000	 	20,000	 	 	 	 
	36	 	 	 	The global vibration measurement	 	10,000	 	10,000	 	 	 	 
	40	 	 	 	Additional ship model (1:150 scale)	 	3,000	 	3,000	 	 	 	 
	52	 	1-8	 	Fish plate	 	4,300	 	4,300	 	2.5	 	 
	65	 	 	 	Zinc anode ballast ratio 50%	 	12,000	 	Cancelled	 	 	 	 
	65	 	 	 	Zinc anode delete	 	-40.000	 	-40,000	 	 	 	 
	66	 	 	 	Steering gear : rotary vane type	 	20,000	 	Cancelled	 	 	 	 
	69	 	 	 	Rudder : pintle bearing - Thordon	 	5,000	 	Cancelled	 	 	 	 
	71	 	 	 	Rudder: bush bearing - Thordon	 	5,000	 	Cancelled	 	 	 	 
	73	 	 	 	Deck machinery : excluding item - 4 sets of remote control	 	-18,000	 	-18,000	 	 	 	 
	74	 	 	 	Deck machinery : brake durm surface- SUS304	 	18,000	 	18,000	 	 	 	 
	90	 	 	 	Personnel transfer system with basket	 	30,000	 	30,000	 	 	 	 
	94	 	4-1	 	gymnasium –  Private Lavatory & Shower	 	2,500	 	Cancelled	 	 	 	 
	95	 	 	 	Garbage compactor to be provided	 	20,000	 	20,000	 	2.0	 	 
	97	 	 	 	Crew’s pantry	 	12,000	 	12,000	 	 	 	 
	98	 	 	 	Conference Room	 	12,000	 	12,000	 	 	 	 
	98	 	 	 	Ship’s Laundry	 	35,000	 	35,000	 	 	 	 
	99	 	 	 	CCR enclosed steel wall	 	8,000	 	Cancelled	 	 	 	 
	102	 	 	 	push button for the sewage discharging pump.	 	1,000	 	1,000	 	 	 	 
	103	 	 	 	Drinking water fountains to be credited	 	-3,000	 	-3,000	 	 	 	 
	105	 	 	 	Roller blind type fixed sunscreen	 	8,000	 	8,000	 	 	 	 
	106	 	 	 	dressing table with 1-bowl sink in lobby	 	2,000	 	2,000	 	 	 	 
	108	 	 	 	condensing unit 65% with spare motor(1)	 	12,000	 	Cancelled	 	 	 	 
	110	 	 	 	package aircon in wheel house	 	8,000	 	8,000	 	 	 	 
	113	 	 	 	Oil mist detector with alarm indication in ECR and CCR to be arranged.	 	10,000	 	10,000	 	 	 	 
	117	 	 	 	Stern loading/discharge line arrangement	 	98,000	 	Cancelled	 	 	 	 
	120	 	 	 	Portable spillage suction system --> Permanent	 	5,000	 	5,000	 	 	 	 
	134	 	 	 	One (1) portable P/V valve for water ballast tank	 	2,000	 	2,000	 	 	 	 
	135	 	 	 	One (1) portable tank cleaning machine	 	2,500	 	2,500	 	 	 	 
	141	 	 	 	One (1) additional stand-by work station for cargo & ballast monitoring system.	 	11,000	 	11,000	 	 	 	 
	144	 	 	 	Two (2) sampling probes and alarm for ballast overboard.	 	6,000	 	6,000	 	 	 	 
	147	 	 	 	Additional fixed gas detection system for accommodation	 	8,000	 	8,000	 	 	 	 
	153	 	6-5	 	One(1) direct type MGO chiller for M.E.&G.E.	 	36,000	 	Cancelled	 	 	 	 
	156	 	6-7	 	L.T.F.W. cooler capacity increase to each 75%	 	34,000	 	Cancelled	 	 	 	 
	157	 	6-7	 	Atm. condenser cooled by 36°C fresh water	 	25,000	 	Cancelled	 	 	 	 
	159	 	6-8	 	One(1) MGO purifier of 900L/h based on 6cSt	 	23,000	 	Cancelled	 	 	 	 
	160	 	6-9	 	Main engine model changed to 6S50ME-B9.3	 	85,000	 	85,000	 	 	 	 
	161	 	6-10	 	Air type seal, distance ring, net protector	 	34,000	 	34,000	 	 	 	 
	165	 	6-12	 	Variable frequency control for Main cooling S.W. pumps (2set)	 	45,000	 	45,000	 	 	 	 
	166	 	6-12	 	Magnetic coupling for F.O. pumps (total 8sets)	 	24,000	 	24,000	 	 	 	 
	170	 	6-19	 	Elec. welder with accessories supplied by Buyer	 	-3,000	 	-3,000	 	 	 	 



 



    	SPP
Shipbuilding Co., Ltd.1/2



    	 



    

 


	Item No.	 	Page	 	Description	 	Extra Cost

    (USD/ship)	 	Agreed

    extra cost

    (USD/ship)	 	DWT

    Reduction

    (MT)	 	Remark
	171	 	6-20	 	Float type dial level gauge for oily bilge tank and bilge holding tank	 	2,000	 	Cancelled	 	 	 	 
	172	 	6-20	 	Heating coil for M.E. L.O. pump suction, float type level gauge for M.E. L.O. sump tank	 	2,000	 	Cancelled	 	 	 	 
	173	 	6-20	 	M.E. stuffing box drain tank, connection from M.E. scavenge air box drain tank to suction line of sludge pump	 	7,000	 	Cancelled	 	 	 	 
	175	 	6-21	 	One(1) waste oil settling tank to be added	 	10,000	 	10,000	 	 	 	 
	184	 	6-26	 	Additional one(1) replaceable thermosensor for stern tube bearing aft. side to be installed	 	1,000	 	1,000	 	 	 	 
	185	 	6-30	 	Centrifugal filter for G.Es.	 	9,000	 	9,000	 	 	 	 
	186	 	6-40	 	Hot water loop system for F.W.G.	 	25,000	 	Cancelled	 	 	 	 
	190	 	6-88	 	One(1) eductor(bonze body) of 5m3/h to discharge soot drain tank	 	3,000	 	Cancelled	 	 	 	 
	192	 	7-1	 	Ship performance monitoring systm	 	72,000	 	Cancelled	 	 	 	 
	192	 	7-1	 	Shaft horse power meter system only.	 	26,000	 	26,000	 	 	 	In case of without SPMS.
	196-13	 	7-16	 	Repeater panelr for fixed gas detection system on ECC	 	1,000	 	1,000	 	 	 	 
	197	 	7-18	 	AMS workstation (for monitoring only) in W/H and C/E dey room.	 	24,000	 	12,000	 	 	 	 
	198	 	7-32	 	Steam dumping valve opening to be interfaced in ECR.	 	5,000	 	Cancelled	 	 	 	 
	211-19	 	8-37	 	Six (6) red lights of 40W incandescent lamp in W/H.	 	1,500	 	1,500	 	 	 	 
	213	 	8-50	 	Additional LAN system	 	4,000	 	4,000	 	 	 	 
	215	 	8-53	 	One (1) rate of turn indicator on wheelhouse gauge board.	 	4,000	 	4,000	 	 	 	In ease of without

                                                            NAUT-OC

	215	 	8-53	 	One(1) echo sounder display unit on wheelhouse gauge board.	 	2,000	 	2,000	 	 	 	In case of without

                                                            NAUT-OC

	217	 	8-56	 	2nd Gyro compass	 	26,000	 	26,000	 	 	 	In case of without

                                                            NAUT-OC

	218	 	8-56	 	Gyro repeater in Captain's day room.	 	3,000	 	3,000	 	 	 	 
	220	 	8-57	 	2nd transducer for echo sounder with gate valve (AFT pa	 	17,000	 	Cancelled	 	 	 	 
	220	 	8-57	 	Gate valve for echo sounder (FWD part of the vessel)	 	14,500	 	Cancelled	 	 	 	 
	222	 	8-60	 	No.2 ECDIS	 	30,000	 	30,000	 	 	 	In case of without

                                                            NAUT-OC

	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	TOTAL EXTRA COST	 	1,196,300	 	530,300	 	4.5	 	 
	 	 	 	 	AGREED TOTAL EXTRA COST	 	 	 	470,000	 	4.5	 	 


 


Final Agreed Extra cost of USD 470,000 /ship and DWT reduction
of 4.5 MT, which have been mutally agreed between the Buyer and the Builder, are not included in the Shipbuilding Contract
price, the extra cost shall be paid to the Builder by the Buyer upon delivery of the each vessel. The DWT reduction shall be incorporated
in Shipbuilding specifications.  


 


	For and on behalf of the Buyer	 	For and on behalf of the Buyer
	 	 	 	 	 
	/s/ TH . Pavlidis	 	 	/s/  Sang Pyo, Lee
	By :	     Mr.  TH . Pavlidis	 	By :    	Mr. Sang Pyo, Lee
	 	     Technical Director	 	 	Technical Managing Director
	 	     Metrostar Management Corp.	 	 	SPP Shipbuilding Co., Ltd.


 




    	SPP
Shipbuilding Co.,Ltd.2/2



    	 



    

  


SCHEDULE
10 


 


TEXT
OF PLAN APPROVAL EXTRAS


 




    	 



    	 



    

 


Technical Dept 02/01/14


 


	SPP PRODUCT/OIL TANKERS HNs.	 
	HNS5130	EXTRA / CREDIT COST ITEMS




 





	ITEM	 	EXTRA
    COST
 (USD)	 	 	 	 	 	CREDIT COST
 BY YARD	 
	 	 	 	 	 	 	 	 	 	 
	Selection of Westfalia Purifiers	 	 	3210	 	 	 	3210	 	 	 	 	 
	Selection of Shinko Pumps in eng/room	 	 	29751	 	 	 	29751	 	 	 	 	 
	SCANA valve remote control system	 	 	4000	 	 	 	4000	 	 	 	 	 
	Selection of PresVac for pv valves	 	 	8560	 	 	 	8560	 	 	 	 	 
	Selection of Westfalia for Plate coolers	 	 	6238	 	 	 	2500	 	 	 	 	 
	Selection of Mussasuno Cargo-Slop tank level gauge	 	 	15771	 	 	 	15000	 	 	 	 	 
	Selection of Sasakura Fresh Water generator	 	 	7139	 	 	 	 	 	 	 	 	 
	Selection of Jowa Korea bilge separator	 	 	3576	 	 	 	 	 	 	 	 	 
	Selection of Alpha Laval for Fuel oil supply unit	 	 	22429	 	 	 	10500	 	 	 	 	 
	Selection of M-800-V Bridge maneuvering system instead of M800-III	 	 	5500	 	 	 	5500	 	 	 	 	 
	Emergency Fire Pumps , spare bolts and pressure indicators	 	 	500	 	 	 	 	 	 	 	 	 
	Proper marking in Engine room of passage ways	 	 	1800	 	 	 	 	 	 	 	 	 
	Automatic Telephone Exchange System for spare parts	 	 	 	 	 	 	 	 	 	 	100	 
	Anemometer & Anemoscope (pressure type / ultrasonic type)	 	 	1000	 	 	 	 	 	 	 	 	 
	Rudder Angle Indicator (spares)	 	 	 	 	 	 	 	 	 	 	100	 
	Scupper pipes extention	 	 	3800	 	 	 	 	 	 	 	 	 
	Deletion of air vent trunk	 	 	 	 	 	 	 	 	 	 	3500	 
	Feed water bulkhead	 	 	 	 	 	 	 	 	 	 	3000	 
	Deletion of water tide door between e/r steering gear room	 	 	 	 	 	 	 	 	 	 	7000	 
	Deletion of insulation for steem and condensate line on deck	 	 	 	 	 	 	 	 	 	 	14000	 
	Close chocks (from 24 to 18)	 	 	 	 	 	 	 	 	 	 	5500	 
	Inner bottom plate thickness	 	 	 	 	 	 	 	 	 	 	7920	 
	Delection of UHF transeiver	 	 	 	 	 	 	 	 	 	 	2700	 
	CO2 system for purifier room	 	 	5500	 	 	 	 	 	 	 	 	 
	Shaft power meter (thrust option)	 	 	5000	 	 	 	 	 	 	 	 	 
	Addition portable connection for cargo pumps	 	 	12400	 	 	 	 	 	 	 	 	 
	Inert gas line SCH 80	 	 	15000	 	 	 	 	 	 	 	 	 
	17 tea tables for crew	 	 	2100	 	 	 	 	 	 	 	 	 
	One side board in crew mess room	 	 	1100	 	 	 	 	 	 	 	 	 
	SPM winch	 	 	50000	 	 	 	 	 	 	 	 	 
	2 add stand roolers	 	 	1050	 	 	 	 	 	 	 	 	 
	Wharf ladder length extend	 	 	2000	 	 	 	 	 	 	 	 	 
	SDD instead of HDD for AMS	 	 	3000	 	 	 	 	 	 	 	 	 
	SBand Radar interconnection with VDR	 	 	3000	 	 	 	 	 	 	 	 	 
	Speed log dual access	 	 	37000	 	 	 	 	 	 	 	 	 
	Echo sounder gate valve	 	 	10000	 	 	 	 	 	 	 	 	 
	Generator bearing temperature sensor	 	 	1100	 	 	 	 	 	 	 	 	 
	Battery room fire detector	 	 	2000	 	 	 	 	 	 	 	 	 
	BNWAS 2 motion detectors	 	 	1100	 	 	 	 	 	 	 	 	 
	Panoramic window cargo control room	 	 	2100	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOV dresser couplings ballast line in ballast tanks	 	 	 	 	 	 	 	 	 	 	23000	 
	Ballast Eductor indications in cargo control console	 	 	3600	 	 	 	 	 	 	 	 	 
	Shaft Power meter installation / wirings	 	 	9000	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Galley and Pantry. One disposer 0,75kw to be provided for crew pantry	 	 	2500	 	 	 	 	 	 	 	 	 



 






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Technical Dept 02/01/14


 





	ITEM	 	EXTRA COST

    (USD)	 	 	 	 	 	CREDIT COST

    BY YARD	 
	 	 	 	 	 	 	 	 	 	 
	Additional storage floor of gratings in E/R store	 	 	4100	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL	 	 	285924	 	 	 	79021	 	 	 	66820	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grand Total:	 	 	219104	 	 	 	 	 	 	 	 	 








 






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Technical Dept


 


	SPP Hull Nos.
                                         S5131,32,33,34,35 & S1177,78 & S1183,84




		EXTRA / CREDIT COST ITEMS













 





	ITEM	 	EXTRA COST

    (USD)	 	 		 	 	CREDIT COST

    BY YARD	 
	 	 	 	 	 	 	 	 	 	 
	Selection of Westfalia Purifiers	 	 	3210	 	 	 	3210	 	 	 	 	 
	Selection of Shinko Pumps in eng/room	 	 	29751	 	 	 	29751	 	 	 	 	 
	SCANA valve remote control system	 	 	4000	 	 	 	4000	 	 	 	 	 
	Selection of PresVac for pv valves	 	 	8560	 	 	 	8560	 	 	 	 	 
	Selection of Westfalia for Plate coolers	 	 	6238	 	 	 	2500	 	 	 	 	 
	Selection of Mussasuno Cargo-Slop tank level gauge	 	 	15771	 	 	 	15000	 	 	 	 	 
	Selection of Sasakura Fresh Water generator	 	 	7139	 	 	 	 	 	 	 	 	 
	Selection of Jowa Korea bilge separator	 	 	3576	 	 	 	 	 	 	 	 	 
	Selection of Alpha Laval for Fuel oil supply unit	 	 	22429	 	 	 	10500	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Selection of M-800-V Bridge maneuvering system instead of M800-III	 	 	5500	 	 	 	5500	 	 	 	 	 
	Emergency Fire Pumps, spare bolts and pressure indicators	 	 	500	 	 	 	 	 	 	 	 	 
	Proper marking in Engine room of passage ways	 	 	1800	 	 	 	 	 	 	 	 	 
	Automatic Telephone Exchange System for spare parts	 	 	 	 	 	 	 	 	 	 	100	 
	Anemometer & Anemoscope (pressure type / ultrasonic type)	 	 	1000	 	 	 	 	 	 	 	 	 
	Rudder Angle Indicator (spares)	 	 	 	 	 	 	 	 	 	 	100	 
	Scupper pipes extention	 	 	3800	 	 	 	 	 	 	 	 	 
	Deletion of air vent trunk	 	 	 	 	 	 	 	 	 	 	3500	 
	Feed water bulkhead	 	 	 	 	 	 	 	 	 	 	3000	 
	Deletion of water tide door between e/r steering gear room	 	 	 	 	 	 	 	 	 	 	7000	 
	Deletion of insulation for steem and condensate line on deck	 	 	 	 	 	 	 	 	 	 	14000	 
	Close chocks (from 24 to 18)	 	 	 	 	 	 	 	 	 	 	5500	 
	Inner bottom plate thickness	 	 	 	 	 	 	 	 	 	 	7920	 
	Delection of UHF transeiver	 	 	 	 	 	 	 	 	 	 	2700	 
	CO2 system for purifier room	 	 	5500	 	 	 	 	 	 	 	 	 
	Shaft power meter (thrust option)	 	 	5000	 	 	 	 	 	 	 	 	 
	Addition portable connection for cargo pumps	 	 	12400	 	 	 	 	 	 	 	 	 
	Inert gas line SCH 80	 	 	15000	 	 	 	 	 	 	 	 	 
	17 tea tables for crew	 	 	2100	 	 	 	 	 	 	 	 	 
	One side board in crew mess room	 	 	1100	 	 	 	 	 	 	 	 	 
	SPM winch *	 	 	33000	 	 	 	 	 	 	 	 	 
	2 add stand roolers	 	 	1050	 	 	 	 	 	 	 	 	 
	Wharf ladder length extend	 	 	2000	 	 	 	 	 	 	 	 	 
	SDD instead of HDD for AMS	 	 	3000	 	 	 	 	 	 	 	 	 
	Sband Radar interconnection with VDR	 	 	3000	 	 	 	 	 	 	 	 	 
	Speed log dual access	 	 	37000	 	 	 	 	 	 	 	 	 
	Echo sounder gate valve	 	 	10000	 	 	 	 	 	 	 	 	 
	Generator bearing temperature sensor	 	 	1100	 	 	 	 	 	 	 	 	 
	Battery room fire detector	 	 	2000	 	 	 	 	 	 	 	 	 
	BNWAS 2 motion detectors	 	 	1100	 	 	 	 	 	 	 	 	 





 






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Technical Dept


 





	ITEM	 	EXTRA COST

    (USD)	 	 		 	 	CREDIT COST

    BY YARD	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Panoramic window cargo control room	 	 	2100	 	 	 		 	 	 		 
	NOV dresser couplings ballast line in ballast tanks	 	 	 	 	 	 	 	 	 	 	23000	 
	Ballast Eductor indications in cargo control console	 	 	3600	 	 	 	 	 	 	 	 	 
	Shaft Power meter installation / wirings	 	 	9000	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Galley and Pantry. One disposer 0,75kw to be provided for crew pantry	 	 	2500	 	 	 	 	 	 	 	 	 
	Additional storage floor of gratings in E/R store	 	 	4100	 	 	 	 	 	 	 	 	 
	Buffer tanks to be provided for LSFO and MGP tank vent heads	 	 	3000	 	 	 	 	 	 	 	3000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL	 	 	271924	 	 	 	79021	 	 	 	69820	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grand total :	 	 	202104	 	 	 	 	 	 	 	 	 





 


* The amount of 17000 usd for the design of extra winch
was deducted from the cost of HNS5130 for all remaining vessels


 






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ANNEX 1


 


PRO-FORM S-1177 NOVATION AGREEMENT


 




    	 



    	 



    




 


S-1177 NOVATION AGREEMENT 


 


THIS DEED is made on [●] 2014


 


AMONG: 


 


		(1)	SPP SHIPBULDING CO., LTD., a company organised
and existing under the laws of the Republic of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si,
Gyeongsangnam-do, Korea (“Builder”);



 


		(2)	CARINA SHIPPING & TRADING S.A., a company
organised and existing under the laws of the Republic of Liberia with its registered office at 80 Broad Street, Monrovia, Republic
of Liberia (“Original Buyer”); and



 


		(3)	SPP 7 LLC, a company organised and existing under
the laws of the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands, MH 96960 (“New Buyer”)



 


(the Builder, the Original Buyer
and the New Buyer together referred to as “Parties” or individually as a “Party”).


 


WHEREAS


 


		(A)	By a shipbuilding contract dated 2 August 2013 between
(1) the Builder and (2) the Original Buyer, the Builder has agreed to design, construct, launch, equip and complete for the Original
Buyer, and the Original Buyer has agreed to purchase, one (1) 50,300 DWT product oil/chemical tanker more fully described in Article
I thereof with Builder’s Hull No. S1177 (“Vessel”) at the Builder’s shipyard in Korea upon the
terms and conditions set out therein (including the Specifications, “Original Contract”), a copy of which is
attached at Schedule 9.



 


		(B)	The Original Buyer has paid to the Builder the first
instalment of the Contract Price under the Original Contract totalling United States Dollars three million, five hundred and forty
seven thousand only (US$3,547,000).



 


		(C)	By a letter of guarantee no. 1372800022180179 dated 16
September 2013 (“Letter of Guarantee”) issued by Woori Bank (“Refund Guarantor”), a copy
of which is attached at Schedule 10, in favour of the Original Buyer, the Refund Guarantor has guaranteed the refund by the Builder
of the pre-delivery instalments paid and to be paid by the Original Buyer to the Builder under the Original Contract on the terms
and conditions set out therein.



 


		(D)	The Original Buyer and the New Buyer have agreed that
the rights and obligations of the Original Buyer under the Original Contract shall be assumed by the New Buyer and the rights
under the Letter of Guarantee shall be assigned and transferred to the New Buyer and have requested the Builder to agree to this
in accordance with Article XIII of the Contract.



 




    	 



    	 



    




 


		(E)	This Deed sets out the terms and conditions upon which
the New Buyer, with the consent of the Builder, shall be substituted for the Original Buyer as the buyer of the Vessel under the
Original Contract and upon which the Letter of Guarantee shall be assigned and transferred to the New Buyer.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS 



 


		(a)	In this Deed (including in the Recitals):



 


“Consultant”
means Seaquest Marine Project Management Limited;


 


“Effective Time”
means the date and time stated to be the “Effective Time” in the Effective Time Notice;


 


“Effective Time Notice”
means a written notice executed by the Parties in the form and on the terms of Schedule 3;


 


“Initial Extras”
means the agreed extras to the Original Contract as set out in Schedule 4 Part A and the cost of which is incorporated within the
Contract Price (as such term is defined in Article II.1 of the Original Contract) and a copy of the full text of which is attached
at Schedule 7 (“Full Text of Initial Extras”);


 


“Long Stop date”
means 28 March 2014; 


 


“Novated Contract”
means the Original Contract as novated by this Deed;


 


“Overall Agreement”
means the agreement dated [●] 2014 between, inter alios, the New Buyer and the Old Buyer in relation to, inter alia, the
novation of the Original Contract;


 


“Payment Schedule”
means the summary of the payment obligations and the status of payments by the Original Buyer under the Original Contract as set
out at Schedule 5;


 


“Plan Approval Extras”
means the plan approval extras as set out in Schedule 4 Part B agreed between the Original Buyer and the Builder up to the Effective
Time and a copy of the full text of which is attached at Schedule 8 (“Full Text of Plan Approval Extras”);


 


“Plan Approval Extras
Cost” means the cost as agreed between the Original Buyer and the Builder for the Plan Approval Extras to become due
and payable to the Builder at the time of delivery of the Vessel under the Original Contract;


 


“Specifications”
means the Builder's Full Specifications with reference number 50CTFS02-12123 dated 11 December 2012 (it being agreed and acknowledged
between the Parties that reference to “50CTFS02-SPP12123” in the Original


 




    	PAGE 2



    	 



    

  


Contract is incorrect), the Comment
Reply Table with reference number 50CTCT02-12123 dated 11 December 2012, the General Arrangement Plan reference number 50CTGA02-12123
dated 11 December 2012, the Accommodation Arrangement Plan with reference number 50CTAA02-12123 dated 11 December 2012 (it being
agreed and acknowledged between the Parties that reference to “50CTGA02-12123” in the Original Contract is
incorrect)and the Manufacturer's List with reference number 50CTML02-12123 dated 11 December 2012;


 


“Supervision Agreement”
means the contract for the supervision of the construction of, inter alia, the Vessel dated 27 March 2013 (as amended and supplemented
by an Addendum No.1 dated 14 August 2013, an Addendum No.2 dated 17 December 2013, an Addendum No. 3 dated 14 January 2014 and
an Addendum No. 4 dated 14 January 2014) among, inter alios, the Consultant and the Original Buyer (represented by Metrostar
Management Corp.);


 


“Supervision Novation
Agreement” means the novation agreement entered into or to be entered into among, inter alios, the Original Buyer,
the New Buyer and the Consultant in respect of the Supervision Agreement on or about the date of this Deed; and


 


“Supplemental Letter”
means the letter, supplemental to the Letter of Guarantee, to be issued by the Refund Guarantor to the New Buyer, substantially
in the form set out in Schedule 2 hereto.


 


		2.	ORIGINAL BUYER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Original Buyer represents and warrants to each of
the other Parties that:



 


		(i)	the Original Buyer is duly incorporated under the laws of the Republic of Liberia and has power
and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated by the
Original Contract and this Deed;



 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Original Buyer and do not contravene any applicable law, regulation or order binding on the Original Buyer or
any of its assets or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Original Buyer of the Original Contract
and this Deed nor the consummation of any of the transactions by the Original Buyer contemplated by the Original Contract and this
Deed, require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any



 




    	PAGE 3



    	 



    




 


governmental authority or agency,
except such as have been obtained and are in full force and effect;


 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute valid, legally
binding and enforceable obligations of the Original Buyer;



 


		(v)	the Original Buyer's rights under the Original Contract are not subject to any mortgage, charge
(whether fixed of floating), pledge, lien, hypothecation, assignment, security interest or other encumbrance securing any obligation
of any person;



 


		(vi)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vii)	as far as the Original Buyer is aware, there are no disputes outstanding between the Original Buyer
and the Builder under the Original Contract, nor is the Original Buyer aware of any unremedied defaults by the Builder under the
Original Contract; and



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract.



 


		(b)	The Original Buyer represents and warrants to the New
Buyer that:



 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant to the Original Contract
have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee; and



 


		(ii)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim against the New Buyer and/or the Hull in respect of the Plan Approval Extras Costs.



 


		3.	BUILDER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Builder represents and warrants to each of the other
Parties that the following statements are, at the date hereof, true and accurate:



 


		(i)	the Builder is duly incorporated with limited liability under the laws of the Republic of Korea
and has full power and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated
by the Original Contract and this Deed;



 




    	PAGE 4



    	 



    




 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Builder and do not contravene any applicable law, regulation or order binding on the Builder or any of its assets
or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Builder of the Original Contract and this
Deed nor the consummation of any of the transactions by the Builder contemplated by the Original Contract and this Deed, require
the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any
governmental authority or agency, except such as have been obtained and are in full force and effect;



 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute legal, valid
binding and enforceable obligations of the Builder;



 


		(v)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vi)	so far as the Builder is aware, there are no disputes outstanding between the Builder and the Original
Buyer under the Original Contract, nor is the Builder aware of any unremedied defaults by the Original Buyer under the Original
Contract;



 


		(vii)	on the date of this Deed there is no claim by the Builder for a postponement of the Delivery Date
including, but not limited to, by reason of modifications under Article V of the Original Contract or force majeure under Article
VIII of the Original Contract;



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract; and



 


		(ix)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim and shall make no claim and shall take no action against the New Buyer and/or the Hull, including
but not limited to delaying delivery of the Hull for any reason related to payment in respect of the Plan Approval Extras Costs.



 


		(b)	The Builder represents and warrants to the New Buyer
that:



 




    	PAGE 5



    	 



    




 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant pursuant to the Original
Contract have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee;



 


		(ii)	the Initial Extras and the Initial Extras Costs are correct and complete and the Initial Extras
Costs are included in the Contract Price (as defined in Article II.1 of the Shipbuilding Contract) for the Vessel;



 


		(iii)	the Plan Approval Extras and the Plan Approval Extras
Costs are correct and complete; and



 


		(iv)	the Payment Schedule is a correct and complete summary
of the payment obligations and the status of payments by the Original Buyer under the Original Contract.



 


		4.	NEW BUYER’S REPRESENTATIONS AND WARRANTIES 



 


The New Buyer represents and warrants to each of
the other Parties that:


 


		(a)	the New Buyer is duly incorporated with limited liability under the laws of the Republic of the
Marshall Islands and has full power and authority to enter into and perform its obligations under this Deed and the Novated Contract
and to consummate the transactions contemplated by this Deed and the Novated Contract;



 


		(b)	the execution, delivery and performance of this Deed and the consummation of the transactions contemplated
by this Deed and the Novated Contract have been duly authorised by all necessary corporate action on the part of the New Buyer
and do not contravene any applicable law, order or regulation binding on the New Buyer or any of its assets or its constitutional
documents;



 


		(c)	neither the execution, delivery and performance by the New Buyer of this Deed or the Novated Contract,
nor the consummation of any of the transactions by the New Buyer contemplated by this Deed or the Novated Contract, require the
consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental
authority or agency, except such as have been obtained and are in full force and effect; and



 


		(d)	this Deed constitutes legal, valid and binding obligations of the New Buyer and the Novated Contract
will constitute (as and with effect from the Effective Time) legal, valid and binding obligations of the New Buyer.



 


		5.	NOVATION 



 


		(a)	The Parties hereby agree that, with effect from the Effective Time, the New Buyer shall be and is hereby substituted in the
place of the Original Buyer as a party to



 




    	PAGE 6



    	 



    




 


the Original Contract and that the Original Contract
shall henceforth be construed and treated in all respects as if the New Buyer was named therein as the “BUYER” instead
of the Original Buyer.


 


		(b)	The New Buyer hereby agrees with the Builder that, as and with effect from the Effective Time,
the New Buyer shall duly and punctually perform and discharge all liabilities and/or obligations whatsoever from time to time to
be performed or discharged by it or by virtue of the Original Contract in all respects as if the New Buyer was (and had at all
times been) named in the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(c)	The Builder hereby agrees with the New Buyer that, as and with effect from the Effective Time,
the Builder shall be bound by the Original Contract in all respects as if the New Buyer was (and had at all times been) named in
the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(d)	The Builder and the Original Buyer hereby, as and with effect from the Effective Time, mutually
release and discharge each other from all liabilities, obligations, claims and demands whatsoever touching or concerning the Original
Contract or arising out of or in connection with the building of the Vessel and in respect of anything done or omitted to be done
under or in connection therewith and any such liabilities, obligations, claims and demands by each of the Builder and the Original
Buyer will be extinguished from the Effective Time.



 


		(e)	Upon and with effect from the Effective Time the Original Buyer unconditionally, with full title
guarantee, assigns and transfers absolutely all of its right, title and interest in the Letter of Guarantee to the New Buyer.



 


		(f)	Promptly after the execution of this Deed the Original Buyer shall give notice (whether by personal
delivery or by fax or by SWIFT (or equivalent authenticated message) in substantially the form set out in Schedule 6 (Notice
of Assignment) to the Refund Guarantor (with a copy to the New Buyer) of the assignment and transfer of the Letter of Guarantee
on the terms set out in this Deed and shall use all reasonable endeavours to procure that the Refund Guarantor shall promptly after
receipt of such notice execute the Supplemental Letter or (as the case may be) issue the Supplemental Letter and send the same
to the New Buyer (whether by fax or by SWIFT (or equivalent authenticated message).



 


		6.	CONDITIONS 



 


		(a)	The provisions of Clauses 5 and 7 shall be conditional upon and shall only take effect upon receipt
by the Parties of executed copies of the Effective Time Notice.



 


		(b)	If the above condition has not been met by the Longstop Date or such later period as may be agreed
between the Parties, this Deed shall become null and void and none of the Parties shall have any claim against or liability to
the others.



 




    	PAGE 7



    	 



    




 


		7.	PAYMENT



 


The consideration for the novation shall be paid by
the New Buyer to the Old Buyer in accordance with the terms of the Overall Agreement,


 


		8.	AMENDMENTS TO THE ORIGINAL CONTRACT



 


		(a)	As and with effect from the Effective Time, the Original Contract shall be amended and supplemented
in accordance with the terms of Schedule 1 hereto but, subject to the terms and conditions of this Deed and save for the substitution
of the New Buyer as the “BUYER” under the Original Contract, the Original Contract shall remain valid, binding and
in full force and effect.



 


		(b)	The Parties hereby acknowledge that the Consultant shall remain the supervisor or supervisors to
be the ‘Supervisors’ of the New Buyer under Article IV.2 of the Original Contract and the Supervision Agreement shall
be novated by the Original Buyer to the New Buyer in accordance with the terms of the Supervision Novation Agreement.



 


		9.	COUNTERPARTS



 


This Deed may be entered into
in the form of counterparts executed by one or more of the Parties and provided all the Parties shall so execute this Deed, each
of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall
constitute one instrument.


 


		10.	AMENDMENTS TO THIS DEED



 


This Deed may be amended only
by an instrument in writing signed by all of the Parties.


 


		11.	WAIVER



 


Any waiver of any right, power
or privilege by any of the Parties shall be in writing signed by such Party. No failure or delay by any Party to exercise any right,
power or privilege under this Deed shall operate as waiver of that right, power or privilege nor shall any single or partial exercise
of that right, power or privilege preclude any further exercise of that right, power or privilege. The right and remedies provided
in this Deed are cumulative and not exclusive of any rights and remedies provided by law.


 


		12.	LAW AND ARBITRATION



 


		(a)	This Deed (including any non-contractual obligations arising out of or in connection with the same)
shall be governed by and construed in accordance with English law.



 




    	PAGE 8



    	 



    




 


		(b)	Any dispute between the Parties or any of them as to any matter arising out of or in connection
with this Deed shall be settled by arbitration in London, England in accordance with Article XII.2 of the Original Contract.



 


		(c)	No term of this Deed is enforceable under the terms of the Contracts (Rights of Third Parties)
Act 1999 by any person who is not a Party.



 


IN WITNESS WHEREOF the Parties have caused this Deed
to be duly executed by their duly authorized officers and/or attorney-in-fact on the date and year first above written.


 




    	PAGE 9



    	 



    

  


SCHEDULE 1


 


AMENDMENTS


 


As and with effect from the Effective Time the Original Contract
shall be amended as follows:


 


		(1)	All references to “this Contract” shall be construed as meaning the Original Contract as novated and amended and/or
supplemented by this Deed.



 


		(2)	Article XVII – replace the paragraphs starting from “To the BUYER:” until
                                                           “commercial@metrofin.gr” and replace with:



 


To the BUYER:


 


		Address:	33 Benedict Place



 


2nd Floor.


 


Greenwich,


 


CT 06830


 


United States of America


 


		Email:	management@diamondsshipping.com



 


		Attention:	Craig H. Stevenson Jr., CEO.



 


		Copy to:	Randi C. Lesnick at Jones Day.



Email: rclesnick@jonesday.com


 


and


 


Jessica Maitra and Stephen Mackin
at Eversheds.


Email: JessicaMaitra@eversheds.com


StephenMackin@eversheds.com


 




    	PAGE 10



    	 



    

  


SCHEDULE 2


 


 SUPPLEMENTAL LETTER


 


		To:	SPP 7 LLC



33 Benedict Place


2nd Floor


Greenwich


CRT06830


United States of America


 


		Attn:	Craig H. Stevenson Jr.



 


[●] 2014


 


Dear Sirs


 


LETTER OF GUARANTEE NO. 1372800022180179 


 


We refer to:-


 


		(1)	the shipbuilding contract dated 2 August 2013 (“Contract”) made between (1) SPP Shipbuilding Co., Ltd. (“Builder”)
as builder and (2) Carina Shipping & Trading SA (“Original Buyer”) as buyer pursuant to which the Builder
agreed to design, launch, outfit and complete for the Original Buyer one (1) 50,300 DWT product oil/chemical tanker (Builder’s
Hull No. S1177) upon the terms and conditions set out therein;



 


		(2)	the deed of novation dated [●] 2014 (“Deed of Novation”) made between (1) the Builder,
(2) SPP 7 LLC (“New Buyer”) and (3) the Original Buyer pursuant to which the parties thereto have agreed
to novate certain rights and obligations of such parties under the Contract upon the terms and subject to the conditions set out
therein to the effect that the Original Buyer shall be substituted as buyer under the Contract by the New Buyer; and



 


		(3)	the letter of guarantee no. 1372800022180179 dated 16 September 2013 (“Letter of Guarantee”) issued by us
in favour of the Original Buyer in respect of the Builder’s obligations and liabilities under the Contract and the assignment
of the Letter of Guarantee by the Original Buyer in favour of the New Buyer as provided in the Deed of Novation.



 


We hereby confirm that we have received prior written notice
of the assignment in accordance with the terms and conditions of the Letter of Guarantee and that we have received written notice
of the assignment of the Letter of Guarantee with effect from the Effective Time (as defined in the Deed of Novation) from the
Original Buyer, reviewed the terms of the Deed of Novation, and consent to the novation of the Contract on the terms and conditions
set out in the Deed of Novation and agree that:


 


		(a)	the Letter of Guarantee and our obligations thereunder
shall remain and continue in full force and effect notwithstanding the said novation of the Contract;



 




    	PAGE 11



    	 



    

  


		(b)	with effect as from the Effective Time (as defined in
the Deed of Novation) the New Buyer shall be and is hereby substituted in place of the Original Buyer as the “Buyer”
in the Letter of Guarantee and the Letter of Guarantee shall henceforth be construed and treated, and we shall be bound by the
Letter of Guarantee, in all respects as if the New Buyer was the “Buyer” instead of the Original Buyer;



 


		(c)	with effect as from the Effective Time (as defined in
the Deed of Novation), references in the Letter of Guarantee to the “Contract” shall henceforth be references to the
Contract as novated and amended by the Deed of Novation and as from time to time hereafter amended and shall also be deemed to
include the Deed of Novation and the obligations of the New Buyer thereunder; and



 


		(d)	with effect as from the Effective Time (as defined in
the Deed of Novation), the Letter of Guarantee (as amended and supplemented by this Supplemental Letter) shall be a guarantee
of, and we hereby guarantee, the obligations of the Builder on the terms and conditions set out in the Letter of Guarantee (as
amended and supplemented).



 


Subject to the foregoing, all other terms and conditions contained
in the Letter of Guarantee shall remain in full force and effect.


 


We further confirm that if for whatever
reason the novation of the Contract does not become effective in accordance with the terms and provisions of the Deed of Novation,
our obligations under the Letter of Guarantee shall remain and continue in full force and effect notwithstanding any such non-effectiveness
of the novation under the Deed of Novation.


 


Yours faithfully


 


	 
	 
	For and on behalf of
	 
	Woori Bank
	 
	 
	By:	 
	 
	Name:
	 
	Title:


 




    	PAGE 12



    	 



    




 


SCHEDULE
3 


 


FORM OF EFFECTIVE TIME NOTICE 


 


		To:	Diamond S Shipping Group Inc. (“DSM”) for
and on behalf of themselves and the New Buyers (as defined below))



 


Metrostar Management Corp. (“Metrostar”)
for and on behalf of themselves and the Original Buyers (as defined below)


 


SPP Shipbuilding Co., Ltd (“Builder”)


 


SeaQuest Marine Project Management Limited
(“SeaQuest”)


 


Export-Import Bank of Korea


 


Kookmin Bank


 


Shinhan Bank


 


Woori Bank


 


Carina Shipping & Trading S.A.,
(“Carina”)


 


Signus Trading Co. Ltd., (“Signus”)


 


Lyra Maritime Company, (“Lyra”)


 


Vulpecula Shipping Company, (“Vulpecula”)


 


Alsafi Navigation Co., (“Alsafi”)


 


Pavonis Marine Limited, (“Pavonis”)


 


Taygeta Corporation, (“Taygeta”)


 


Lacerta Marine S.A., (“Lacerta”)


 


Draconis Maritime Co. S.A. , (“Draconis”)


 


Polaris Shipholding Corp., (“Polaris”)


 


(Carina, Signus, Lyra, Vulpecula, Alsafi,
Pavonis, Taygeta, Lacerta, Draconis and Polaris, together the “Original Buyers”).


 


SPP 1 LLC (“SPP 1”)


 


SPP 2 LLC (“SPP 2”)


 


SPP 3 LLC (“SPP 3”)


 




    	PAGE 13



    	 



    




 


SPP 4 LLC (“SPP 4”)


 


SPP 5 LLC (“SPP 5”)


 


SPP 6 LLC (“SPP 6”)


 


SPP 7 LLC (“SPP 7”)


 


SPP 8 LLC (“SPP 8”)


 


SPP 9 LLC (“SPP 9”)


 


SPP 10 LLC (“SPP 10”)


 


(SPP 1, SPP 2, SPP 3, SPP 4, SPP 5, SPP 6, SPP 7, SPP 8, SPP
9, SPP 10, together the “New Buyers”)


 


We refer to:


 


		1.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S1177 Novation”) among the Builder, Carina (as the original buyer) and SPP 7 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Carina
for the vessel with the Builder’s Hull No. S1177.



 


		2.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1178 Novation”) among the Builder, Signus (as the original buyer) and SPP 8 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Signus
for the vessel with the Builder’s Hull No. S-1178.



 


		3.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1183 Novation”) among the Builder, Lyra (as the original buyer) and SPP 9 (as the new buyer) in respect of
the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Lyra for
the vessel with the Builder’s Hull No. S-1183.



 


		4.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1184 Novation”) among the Builder, Vulpecula (as the original buyer) and SPP 10 (as the new buyer) in respect
of the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Vulpecula
for the vessel with the Builder’s Hull No. S-1184.



 


		5.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5130 Novation”) among the Builder, Alsafi (as the original buyer) and SPP 1 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Alsafi
for the vessel with the Builder’s Hull No. S-5130.



 




    	PAGE 14



    	 



    




 


		6.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5131 Novation”) among the Builder, Pavonis (as the original buyer) and SPP 2 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Pavonis
for the vessel with the Builder’s Hull No. S-5131.



 


		7.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5132 Novation”) among the Builder, Taygeta (as the original buyer) and SPP 3 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Taygeta
for the vessel with the Builder’s Hull No. S-5132.



 


		8.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5133 Novation”) among the Builder, Lacerta (as the original buyer) and SPP 4 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Lacerta
for the vessel with the Builder’s Hull No. S-5133.



 


		9.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5134 Novation”) among the Builder, Draconis (as the original buyer) and SPP 5 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Draconis
for the vessel with the Builder’s Hull No. S-5134.



 


		10.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5135 Novation”) among the Builder, Polaris (as the original buyer) and SPP 6 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Polaris
for the vessel with the Builder’s Hull No. S-5135.



 


		11.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“Supervision Novation”) among the Original Buyers, the New Buyers and SeaQuest in respect of the agreement for
the supervision of the construction of certain vessels under construction by the Builder dated 27 March 2013 (as amended and supplemented
to the date hereof, including, but not limited to, by an addendum no.1 dated 14 August 2013, an addendum no.2 dated 17 December
2013, an addendum no.3 dated 14 January 2014 and an addendum no.4 dated 14 January 2014) between the Original Buyers and SeaQuest.



 


(the S1177 Novation, the S-1178 Novation,
the S-1183 Novation, S-1184 Novation, the S-5130 Novation, the S-5131 Novation, the S-5132 Novation, the S-5133 Novation, the S-5134
Novation and the S-5135 Novation, and the Supervision Novation together the “Novations”).


 


We hereby acknowledge and confirm that the Effective Time for
the purposes of each of the Novations shall be [●] [London] time on [●] 2014.


 


This notice may be entered into in the
form of counterparts executed by one or more of the signatories and provided all the signatories shall so execute this notice,
each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken


 




    	PAGE 15



    	 



    

 


together, they shall constitute one instrument.
A signed copy received by fax or as a “.pdf” file shall be deemed to be an original.


 


Signed by:


 


For and on behalf of


METROSTAR MANAGEMENT CORP.


 


and the ORIGINAL BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


DIAMOND S SHIPPING GROUP INC.


 


and the NEW BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


SPP SHIPBUILDING CO., LTD.


 


Signed by:


 


For and on behalf of


SEAQUEST MARINE PROJECT MANAGEMENT LIMITED


 




    	PAGE 16



    	 



    




 


SCHEDULE 4


 


PART A – INITIAL EXTRAS


 


	(1)	(2)
	Initial Extras	Initial Extras Cost
	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	US$1,843,000
	Extra Cost to Yard. Dec 11, 2012	US$470,000


 


PART B – PLAN APPROVAL EXTRAS


 


	(1)	(2)
	Plan Approval Extras	Plan Approval Costs
	
        Hull No. S1177 Extra Credit Cost Items List. Date 02/01/2014

         

        Extra Makers List Selection. May 20, 2013
	US$202,104


 




    	PAGE 17



    	 



    

  


SCHEDULE 5


 


PAYMENT SCHEDULE


 


	Contract
    Price and Terms of Payments under Article II of the Original Contract	 
	Contract Price	 	 	1st Payment	 	 	Steel Cutting	 	 	Keel Laying	 	 	Launching	 	 	Delivery	 
	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 
	 	35,470,000	 	 	 	3,547,000 (paid)	 	 	 	5,320,500	 	 	 	3,547,000	 	 	 	5,320,500	 	 	 	17,735,000	 



 




    	PAGE 18



    	 



    




 


SCHEDULE 6


 


NOTICE OF ASSIGNMENT


 


[form of notice to REFUND GUARANTOR]


 


To: Woori Bank 


 


[l]
2014  


 


Dear Sirs 


 


Letter of Guarantee number 1372800022180179
dated 16 September 2013 (the “Refund Guarantee”)


 


We refer to the Refund Guarantee issued
by you to ourselves in connection with the shipbuilding contract dated 2 August 2013 between SPP Shipbuilding Co., Ltd., a company
organised and existing under the laws of the Republic of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si,
Gyeongsangnam-do, Korea (the “Builder”) and ourselves (the “Contract”) pursuant to which
the Builder agreed to design, construct and deliver, and we agreed to purchase and take delivery of, one 50,300 DWT Product Oil/Chemical
Tanker with Builder’s Hull No. S1177 (the “Vessel”) subject to and upon the terms and conditions therein
contained 


 


We
now hereby notify you that by a novation agreement dated [l]
2014 (the “Novation Agreement”), in respect of the Contract we have novated and in respect of the Refund Guarantee
we have assigned with effect as from the Effective Time as defined in the Novation Agreement to SPP 7 LLC (the “New Buyer”)
absolutely all interests and rights which now or at any later time we have under, in or in connection with the Contract and the
Refund Guarantee including, but not limited to: 


 


		(1)	the right to cancel, reject, rescind or terminate the Contract under Article X or otherwise;




 


		(2)	the right to demand and receive the refund of instalments of the Contract Price of the Vessel (as
such term is defined in the Contract, which expression has the same meaning in this notice) payable by the Builder thereunder following
lawful termination of the Contract by the New Buyer); and 



 


		(3)	the right to demand and to receive all payments under or in connection with the Refund Guarantee.




 


We hereby notify you that:


 


		(a)	we may not further assign or charge any of our rights under the Refund Guarantee,



 


		(b)	all our rights, powers, authorities, discretions and remedies now and hereafter under and in connection
with the Refund Guarantee are vested absolutely in the New Buyer and shall be exercisable and enforceable by the New Buyer alone.
In particular, but without limiting this, without the prior written consent of the New Buyer:



 




    	PAGE 19



    	 



    




 


		(i)	no amendment or variation of the Refund Guarantee may be made,



 


		(ii)	the Refund Guarantee may not be released or cancelled or terminated by us,



 


		(iii)	no breach by you of your obligations under the Refund Guarantee can be waived, and



 


		(iv)	no release, waiver, suspension or subordination may be given of any rights, powers, authorities,
discretions or remedies as are specified in this paragraph (b) above.



 


We request you to issue to the New Buyer
an acknowledgement of receipt of this notice in the attached form.


 


We irrevocably undertake not to give any
instructions or send any communications which would be in any way be inconsistent with the terms of your letter to the New Buyer;
and you are irrevocably instructed to disregard any instruction or communication which you or the New Buyer consider to be inconsistent
with the terms of that letter.


 


A copy of this letter is being sent to
the New Buyer.


 


Yours faithfully


 


	 	 
	for and on behalf of	 
	Carina Shipping & Trading S.A. 	 


 




    	PAGE 20



    	 



    

 


Attachment to Notice of Assignment


 


[Supplemental Letter]


 




    	PAGE 21



    	 



    

  


SCHEDULE 7


 


FULL TEXT OF INITIAL EXTRAS


 




    	PAGE 22



    	 



    

  


SCHEDULE 8


 


FULL TEXT OF PLAN APPROVAL EXTRAS


 




    	PAGE 23



    	 



    

  


SCHEDULE 9


 


ORIGINAL CONTRACT


 




    	PAGE 24



    	 



    

  


SCHEDULE 10


 


LETTER OF GUARANTEE


 




    	PAGE 25



    	 



    

  


EXECUTION PAGE


 


	Executed and delivered as a deed by	)	 
	SPP SHIPBUILDING CO., LTD.	)	 
	Acting by   )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 


	Executed and delivered as a deed by	)	 
	CARINA SHIPPING & TRADING S.A.	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 





 


	Executed and delivered as a deed by	)	 
	SPP 7 LLC	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 




    	PAGE 26



    	 



    

 


ANNEX 2


 


PRO-FORMA S-1178 NOVATION AGREEMENT


 






    	 



    	 



    




 


S1178
NOVATION AGREEMENT 


 


THIS DEED is made on [●] 2014


 


AMONG: 


 


		(1)	SPP SHIPBULDING CO., LTD., a company organised
and existing under the laws of the Republic of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si,
Gyeongsangnam-do, Korea (“Builder”);



 


		(2)	SIGNUS TRADING CO. LTD., a company organised and
existing under the laws of the Republic of Liberia with its registered office at 80 Broad Street, Monrovia, Republic of Liberia
(“Original Buyer”); and



 


		(3)	SPP 8 LLC, a company organised and existing under
the laws of the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands, MH 96960 (“New Buyer”)



 


(the Builder, the Original Buyer and the New Buyer
together referred to as “Parties” or individually as a “Party”).


 


WHEREAS 


 


		(A)	By a shipbuilding contract dated 2 August 2013 between
(1) the Builder and (2) the Original Buyer, the Builder has agreed to design, construct, launch, equip and complete for the Original
Buyer, and the Original Buyer has agreed to purchase, one (1) 50,300 DWT product oil/chemical tanker more fully described in Article
I thereof with Builder’s Hull No. S1178 (“Vessel”) at the Builder’s shipyard in Korea upon the
terms and conditions set out therein (including the Specifications, “Original Contract”), a copy of which is
attached at Schedule 9.



 


		(B)	The Original Buyer has paid to the Builder the first
instalment of the Contract Price under the Original Contract totalling United States Dollars three million, five hundred and forty
seven thousand only (US$3,547,000).



 


		(C)	By a letter of guarantee no. M07141309XD00018 dated 23
September 2013 (“Letter of Guarantee”) issued by Kookmin Bank (“Refund Guarantor”), a copy
of which is attached at Schedule 10, in favour of the Original Buyer, the Refund Guarantor has guaranteed the refund by the Builder
of the pre-delivery instalments paid and to be paid by the Original Buyer to the Builder under the Original Contract on the terms
and conditions set out therein.



 


		(D)	The Original Buyer and the New Buyer have agreed that
the rights and obligations of the Original Buyer under the Original Contract shall be assumed by the New Buyer and the rights
under the Letter of Guarantee shall be assigned and transferred to the New Buyer and have requested the Builder to agree to this
in accordance with Article XIII of the Contract.



 




    	 



    	 



    




 


		(E)	This Deed sets out the terms and conditions upon which
the New Buyer, with the consent of the Builder, shall be substituted for the Original Buyer as the buyer of the Vessel under the
Original Contract and upon which the Letter of Guarantee shall be assigned and transferred to the New Buyer.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS 



 


		(a)	In this Deed (including in the Recitals):



 


“Consultant”
means Seaquest Marine Project Management Limited;


 


“Effective Time”
means the date and time stated to be the “Effective Time” in the Effective Time Notice;


 


“Effective Time Notice”
means a written notice executed by the Parties in the form and on the terms of Schedule 3;


 


“Initial Extras”
means the agreed extras to the Original Contract as set out in Schedule 4 Part A and the cost of which is incorporated within the
Contract Price (as such term is defined in Article II.1 of the Original Contract) and a copy of the full text of which is attached
at Schedule 7 (“Full Text of Initial Extras”);


 


“Long Stop date”
means 28 March 2014; 


 


“Novated Contract”
means the Original Contract as novated by this Deed;


 


“Overall Agreement”
means the agreement dated [●] 2014 between, inter alios, the New Buyer and the Old Buyer in relation to, inter alia, the
novation of the Original Contract;


 


“Payment Schedule”
means the summary of the payment obligations and the status of payments by the Original Buyer under the Original Contract as set
out at Schedule 5;


 


“Plan Approval Extras”
means the plan approval extras as set out in Schedule 4 Part B agreed between the Original Buyer and the Builder up to the Effective
Time and a copy of the full text of which is attached at Schedule 8 (“Full Text of Plan Approval Extras”);


 


“Plan Approval Extras
Cost” means the cost as agreed between the Original Buyer and the Builder for the Plan Approval Extras to become due
and payable to the Builder at the time of delivery of the Vessel under the Original Contract;


 


“Specifications”
means the Builder's Full Specifications with reference number 50CTFS02-12123 dated 11 December 2012 (it being agreed and acknowledged
between the Parties that reference to “50CTFS02-SPP12123” in the Original


 




    	PAGE 2



    	 



    

  


Contract is incorrect), the Comment
Reply Table with reference number 50CTCT02-12123 dated 11 December 2012, the General Arrangement Plan reference number 50CTGA02-12123
dated 11 December 2012, the Accommodation Arrangement Plan with reference number 50CTAA02-12123 dated 11 December 2012 (it being
agreed and acknowledged between the Parties that reference to “50CTGA02-12123” in the Original Contract is
incorrect)and the Manufacturer's List with reference number 50CTML02-12123 dated 11 December 2012;


 


“Supervision Agreement”
means the contract for the supervision of the construction of, inter alia, the Vessel dated 27 March 2013 (as amended and supplemented
by an Addendum No.1 dated 14 August 2013, an Addendum No.2 dated 17 December 2013, an Addendum No. 3 dated 14 January 2014 and
an Addendum No. 4 dated 14 January 2014) among, inter alios, the Consultant and the Original Buyer (represented by Metrostar Management
Corp.);


 


“Supervision Novation
Agreement” means the novation agreement entered into or to be entered into among, inter alios, the Original Buyer, the
New Buyer and the Consultant in respect of the Supervision Agreement on or about the date of this Deed; and


 


“Supplemental Letter”
means the letter, supplemental to the Letter of Guarantee, to be issued by the Refund Guarantor to the New Buyer, substantially
in the form set out in Schedule 2 hereto.


 


		2.	ORIGINAL BUYER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Original Buyer represents and warrants to each of
the other Parties that:



 


		(i)	the Original Buyer is duly incorporated under the laws of the Republic of Liberia and has power
and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated by the
Original Contract and this Deed;



 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Original Buyer and do not contravene any applicable law, regulation or order binding on the Original Buyer or
any of its assets or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Original Buyer of the Original Contract
and this Deed nor the consummation of any of the transactions by the Original Buyer contemplated by the Original Contract and this
Deed, require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any



 




    	PAGE 3



    	 



    




 


governmental authority or agency,
except such as have been obtained and are in full force and effect;


 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute valid, legally
binding and enforceable obligations of the Original Buyer;



 


		(v)	the Original Buyer's rights under the Original Contract are not subject to any mortgage, charge
(whether fixed of floating), pledge, lien, hypothecation, assignment, security interest or other encumbrance securing any obligation
of any person;



 


		(vi)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vii)	as far as the Original Buyer is aware, there are no disputes outstanding between the Original Buyer
and the Builder under the Original Contract, nor is the Original Buyer aware of any unremedied defaults by the Builder under the
Original Contract; and



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract.



 


		(b)	The Original Buyer represents and warrants to the New
Buyer that:



 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant to the Original Contract
have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee; and



 


		(ii)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim against the New Buyer and/or the Hull in respect of the Plan Approval Extras Costs.



 


		3.	BUILDER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Builder represents and warrants to each of the other
Parties that the following statements are, at the date hereof, true and accurate:



 


		(i)	the Builder is duly incorporated with limited liability under the laws of the Republic of Korea
and has full power and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated
by the Original Contract and this Deed;






 




    	PAGE 4



    	 



    







 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Builder and do not contravene any applicable law, regulation or order binding on the Builder or any of its assets
or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Builder of the Original Contract and this
Deed nor the consummation of any of the transactions by the Builder contemplated by the Original Contract and this Deed, require
the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any
governmental authority or agency, except such as have been obtained and are in full force and effect;



 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute legal, valid
binding and enforceable obligations of the Builder;



 


		(v)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vi)	so far as the Builder is aware, there are no disputes outstanding between the Builder and the Original
Buyer under the Original Contract, nor is the Builder aware of any unremedied defaults by the Original Buyer under the Original
Contract;



 


		(vii)	on the date of this Deed there is no claim by the Builder for a postponement of the Delivery Date
including, but not limited to, by reason of modifications under Article V of the Original Contract or force majeure under Article
VIII of the Original Contract;



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract; and



 


		(ix)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim and shall make no claim and shall take no action against the New Buyer and/or the Hull, including
but not limited to delaying delivery of the Hull for any reason related to payment in respect of the Plan Approval Extras Costs.



 


		(b)	The Builder represents and warrants to the New Buyer
that:



 




    	PAGE 5



    	 



    

  


		(i)	any and all payments made by the Original Buyer to the Builder pursuant pursuant to the Original
Contract have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee;



 


		(ii)	the Initial Extras and the Initial Extras Costs are correct and complete and the Initial Extras
Costs are included in the Contract Price (as defined in Article II.1 of the Shipbuilding Contract) for the Vessel;



 


		(iii)	the Plan Approval Extras and the Plan Approval Costs are correct and complete; and



 


		(iv)	the Payment Schedule is a correct and complete summary of the payment obligations and the status
of payments by the Original Buyer under the Original Contract.



 


		4.	NEW BUYER’S REPRESENTATIONS AND WARRANTIES 



 


The New Buyer represents and warrants to each of
the other Parties that:


 


		(a)	the New Buyer is duly incorporated with limited liability under the laws of the Republic of the
Marshall Islands and has full power and authority to enter into and perform its obligations under this Deed and the Novated Contract
and to consummate the transactions contemplated by this Deed and the Novated Contract;



 


		(b)	the execution, delivery and performance of this Deed and the consummation of the transactions contemplated
by this Deed and the Novated Contract have been duly authorised by all necessary corporate action on the part of the New Buyer
and do not contravene any applicable law, order or regulation binding on the New Buyer or any of its assets or its constitutional
documents;



 


		(c)	neither the execution, delivery and performance by the New Buyer of this Deed or the Novated Contract,
nor the consummation of any of the transactions by the New Buyer contemplated by this Deed or the Novated Contract, require the
consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental
authority or agency, except such as have been obtained and are in full force and effect; and



 


		(d)	this Deed constitutes legal, valid and binding obligations of the New Buyer and the Novated Contract
will constitute (as and with effect from the Effective Time) legal, valid and binding obligations of the New Buyer.



 


		5.	NOVATION 



 


		(a)	The Parties hereby agree that, with effect from the Effective Time, the New Buyer shall be and
is hereby substituted in the place of the Original Buyer as a party to



 


 




    	PAGE 6



    	 



    

 


the Original Contract and that
the Original Contract shall henceforth be construed and treated in all respects as if the New Buyer was named therein as the “BUYER”
instead of the Original Buyer.


 


		(b)	The New Buyer hereby agrees with the Builder that, as and with effect from the Effective Time,
the New Buyer shall duly and punctually perform and discharge all liabilities and/or obligations whatsoever from time to time to
be performed or discharged by it or by virtue of the Original Contract in all respects as if the New Buyer was (and had at all
times been) named in the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(c)	The Builder hereby agrees with the New Buyer that, as and with effect from the Effective Time,
the Builder shall be bound by the Original Contract in all respects as if the New Buyer was (and had at all times been) named in
the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(d)	The Builder and the Original Buyer hereby, as and with effect from the Effective Time, mutually
release and discharge each other from all liabilities, obligations, claims and demands whatsoever touching or concerning the Original
Contract or arising out of or in connection with the building of the Vessel and in respect of anything done or omitted to be done
under or in connection therewith and any such liabilities, obligations, claims and demands by each of the Builder and the Original
Buyer will be extinguished from the Effective Time.



 


		(e)	Upon and with effect from the Effective Time the Original Buyer unconditionally, with full title
guarantee, assigns and transfers absolutely all of its right, title and interest in the Letter of Guarantee to the New Buyer.



 


		(f)	Promptly after the execution of this Deed the Original Buyer shall give notice (whether by personal
delivery or by fax or by SWIFT (or equivalent authenticated message) in substantially the form set out in Schedule 6 (Notice
of Assignment) to the Refund Guarantor (with a copy to the New Buyer) of the assignment and transfer of the Letter of Guarantee
on the terms set out in this Deed and shall use all reasonable endeavours to procure that the Refund Guarantor shall promptly after
receipt of such notice execute the Supplemental Letter or (as the case may be) issue the Supplemental Letter and send the same
to the New Buyer (whether by fax or by SWIFT (or equivalent authenticated message).



 


		6.	CONDITIONS 



 


		(a)	The provisions of Clauses 5 and 7 shall be conditional upon and shall only take effect upon receipt
by the Parties of executed copies of the Effective Time Notice.



 


		(b)	If the above condition has not been met by the Longstop Date or such later period as may be agreed
between the Parties, this Deed shall become null and void and none of the Parties shall have any claim against or liability to
the others.






 




    	PAGE 7



    	 



    

 





		7.	PAYMENT 



 


The consideration for the novation shall be paid
by the New Buyer to the Old Buyer in accordance with the terms of the Overall Agreement,


 


		8.	AMENDMENTS TO THE ORIGINAL CONTRACT 



 


		(a)	As and with effect from the Effective Time, the Original Contract shall be amended and supplemented
in accordance with the terms of Schedule 1 hereto but, subject to the terms and conditions of this Deed and save for the substitution
of the New Buyer as the “BUYER” under the Original Contract, the Original Contract shall remain valid, binding and
in full force and effect.



 


		(b)	The Parties hereby acknowledge that the Consultant shall remain the supervisor or supervisors to
be the ‘Supervisors’ of the New Buyer under Article IV.2 of the Original Contract and the Supervision Agreement shall
be novated by the Original Buyer to the New Buyer in accordance with the terms of the Supervision Novation Agreement.



 


		9.	COUNTERPARTS 



 


This Deed may be entered into
in the form of counterparts executed by one or more of the Parties and provided all the Parties shall so execute this Deed, each
of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall
constitute one instrument.


 


		10.	AMENDMENTS TO THIS DEED



 


This Deed may be amended only by an instrument in
writing signed by all of the Parties.


 


		11.	WAIVER



 


Any waiver of any right, power
or privilege by any of the Parties shall be in writing signed by such Party. No failure or delay by any Party to exercise any right,
power or privilege under this Deed shall operate as waiver of that right, power or privilege nor shall any single or partial exercise
of that right, power or privilege preclude any further exercise of that right, power or privilege. The right and remedies provided
in this Deed are cumulative and not exclusive of any rights and remedies provided by law.


 


		12.	LAW AND ARBITRATION



 


		(a)	This Deed (including any non-contractual obligations arising out of or in connection with the same)
shall be governed by and construed in accordance with English law.






 




    	PAGE 8



    	 



    

 


		(b)	Any dispute between the Parties or any of them as to any matter arising out of or in connection
with this Deed shall be settled by arbitration in London, England in accordance with Article XII.2 of the Original Contract.



 


		(c)	No term of this Deed is enforceable under the terms of the Contracts (Rights of Third Parties)
Act 1999 by any person who is not a Party.



 


IN WITNESS WHEREOF the Parties have caused this Deed
to be duly executed by their duly authorized officers and/or attorney-in-fact on the date and year first above written.


 






    	PAGE 9



    	 



    

   


SCHEDULE 1


 


AMENDMENTS


 


As and with effect from the Effective Time the Original Contract
shall be amended as follows:


 


		(1)	All references to “this Contract” shall be construed as meaning the Original Contract as novated and amended and/or
supplemented by this Deed.



 


		(2)	Article XVII – replace the paragraphs starting from “To the BUYER:” until
                                                           “commercial@metrofin.gr” and replace with:



 


To the BUYER:


 


		Address:	33 Benedict Place



 


2nd Floor.


 


Greenwich,


 


CT 06830


 


United States of America


 


		Email:	management@diamondsshipping.com



 


		Attention:	Craig H. Stevenson Jr., CEO.



 


		Copy to:	Randi C. Lesnick at Jones Day.



Email: rclesnick@jonesday.com


 


and


 


Jessica Maitra and Stephen Mackin
at Eversheds.


Email: JessicaMaitra@eversheds.com


StephenMackin@eversheds.com


 




    	PAGE 10



    	 



    

  


SCHEDULE 2


 


 SUPPLEMENTAL LETTER


 


		To:	SPP 7 LLC



33 Benedict Place


2nd Floor


Greenwich


CRT06830


United States of America


 


		Attn:	Craig H. Stevenson Jr.



 


[●] 2014


 


Dear Sirs


 


LETTER OF GUARANTEE NO. M07141309XD00018 


 


We refer to:-


 


		(1)	the shipbuilding contract dated 2 August 2013 (“Contract”)
made between (1) SPP Shipbuilding Co., Ltd. (“Builder”) as builder and (2) Signus Trading Co. Ltd. (“Original
Buyer”) as buyer pursuant to which the Builder agreed to design, launch, outfit and complete for the Original Buyer
one (1) 50,300 DWT product oil/chemical tanker (Builder’s Hull No. S1178) upon the terms and conditions set out therein;



 


		(2)	the deed of novation dated [●] 2014 (“Deed
of Novation”) made between (1) the Builder, (2) SPP 8 LLP (“New Buyer”) and (3) the Original
Buyer pursuant to which the parties thereto have agreed to novate certain rights and obligations of such parties under the Contract
upon the terms and subject to the conditions set out therein to the effect that the Original Buyer shall be substituted as buyer
under the Contract by the New Buyer; and



 


		(3)	the letter of guarantee no. M07141309XD00018 dated 23
September 2013 (“Letter of Guarantee”) issued by us in favour of the Original Buyer in respect of the Builder’s
obligations and liabilities under the Contract and the assignment of the Letter of Guarantee by the Original Buyer in favour of
the New Buyer as provided in the Deed of Novation.








 


We hereby confirm that we have received prior written notice
of the assignment in accordance with the terms and conditions of the Letter of Guarantee and that we have received written notice
of the assignment of the Letter of Guarantee with effect from the Effective Time (as defined in the Deed of Novation) from the
Original Buyer, reviewed the terms of the Deed of Novation, and consent to the novation of the Contract on the terms and conditions
set out in the Deed of Novation and agree that:


 


		(a)	the Letter of Guarantee and our obligations thereunder
shall remain and continue in full force and effect notwithstanding the said novation of the Contract;



 




    	PAGE 11



    	 



    

  


		(b)	with effect as from the Effective Time (as defined in
the Deed of Novation) the New Buyer shall be and is hereby substituted in place of the Original Buyer as the “Buyer”
in the Letter of Guarantee and the Letter of Guarantee shall henceforth be construed and treated, and we shall be bound by the
Letter of Guarantee, in all respects as if the New Buyer was the “Buyer” instead of the Original Buyer;



 


		(c)	with effect as from the Effective Time (as defined in
the Deed of Novation), references in the Letter of Guarantee to the “Contract” shall henceforth be references to the
Contract as novated and amended by the Deed of Novation and as from time to time hereafter amended and shall also be deemed to
include the Deed of Novation and the obligations of the New Buyer thereunder; and



 


		(d)	with effect as from the Effective Time (as defined in
the Deed of Novation), the Letter of Guarantee (as amended and supplemented by this Supplemental Letter) shall be a guarantee
of, and we hereby guarantee, the obligations of the Builder on the terms and conditions set out in the Letter of Guarantee (as
amended and supplemented).



 


Subject to the foregoing, all other terms and conditions contained
in the Letter of Guarantee shall remain in full force and effect.


 


We further confirm that if for whatever
reason the novation of the Contract does not become effective in accordance with the terms and provisions of the Deed of Novation,
our obligations under the Letter of Guarantee shall remain and continue in full force and effect notwithstanding any such non-effectiveness
of the novation under the Deed of Novation.


 


Yours faithfully


 


	 
	 
	For and on behalf of
	 
	Kookmin Bank
	 
	 
	By:	 
	 
	Name:
	 
	Title:


 




    	PAGE 12



    	 



    




 


SCHEDULE
3 


 


FORM OF EFFECTIVE TIME NOTICE 


 


		To:	Diamond S Shipping Group Inc. (“DSM”) for
and on behalf of themselves and the New Buyers (as defined below))



 


Metrostar Management Corp. (“Metrostar”)
for and on behalf of themselves and the Original Buyers (as defined below)


 


SPP Shipbuilding Co., Ltd (“Builder”)


 


SeaQuest Marine Project Management Limited
(“SeaQuest”)


 


Export-Import Bank of Korea


 


Kookmin Bank


 


Shinhan Bank


 


Woori Bank


 


Carina Shipping & Trading S.A.,
(“Carina”)


 


Signus Trading Co. Ltd., (“Signus”)


 


Lyra Maritime Company, (“Lyra”)


 


Vulpecula Shipping Company, (“Vulpecula”)


 


Alsafi Navigation Co., (“Alsafi”)


 


Pavonis Marine Limited, (“Pavonis”)


 


Taygeta Corporation, (“Taygeta”)


 


Lacerta Marine S.A., (“Lacerta”)


 


Draconis Maritime Co. S.A. , (“Draconis”)


 


Polaris Shipholding Corp., (“Polaris”)


 


(Carina, Signus, Lyra, Vulpecula, Alsafi,
Pavonis, Taygeta, Lacerta, Draconis and Polaris, together the “Original Buyers”).


 


SPP 1 LLC (“SPP 1”)


 


SPP 2 LLC (“SPP 2”)


 


SPP 3 LLC (“SPP 3”)


 




    	PAGE 13



    	 



    




 


SPP 4 LLC (“SPP 4”)


 


SPP 5 LLC (“SPP 5”)


 


SPP 6 LLC (“SPP 6”)


 


SPP 7 LLC (“SPP 7”)


 


SPP 8 LLC (“SPP 8”)


 


SPP 9 LLC (“SPP 9”)


 


SPP 10 LLC (“SPP 10”)


 


(SPP 1, SPP 2, SPP 3, SPP 4, SPP 5, SPP 6, SPP 7, SPP 8, SPP
9, SPP 10, together the “New Buyers”)


 


We refer to:


 


		1.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1177 Novation”) among the Builder, Carina (as the original buyer) and SPP 7 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Carina
for the vessel with the Builder’s Hull No. S-1177.



 


		2.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1178 Novation”) among the Builder, Signus (as the original buyer) and SPP 8 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Signus
for the vessel with the Builder’s Hull No. S-1178.



 


		3.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1183 Novation”) among the Builder, Lyra (as the original buyer) and SPP 9 (as the new buyer) in respect of
the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Lyra for
the vessel with the Builder’s Hull No. S-1183.



 


		4.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1184 Novation”) among the Builder, Vulpecula (as the original buyer) and SPP 10 (as the new buyer) in respect
of the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Vulpecula
for the vessel with the Builder’s Hull No. S-1184.



 


		5.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5130 Novation”) among the Builder, Alsafi (as the original buyer) and SPP 1 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Alsafi
for the vessel with the Builder’s Hull No. S-5130.



 




    	PAGE 14



    	 



    




 


		6.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5131 Novation”) among the Builder, Pavonis (as the original buyer) and SPP 2 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Pavonis
for the vessel with the Builder’s Hull No. S-5131.



 


		7.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5132 Novation”) among the Builder, Taygeta (as the original buyer) and SPP 3 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Taygeta
for the vessel with the Builder’s Hull No. S-5132.



 


		8.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5133 Novation”) among the Builder, Lacerta (as the original buyer) and SPP 4 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Lacerta
for the vessel with the Builder’s Hull No. S-5133.



 


		9.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5134 Novation”) among the Builder, Draconis (as the original buyer) and SPP 5 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Draconis
for the vessel with the Builder’s Hull No. S-5134.



 


		10.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5135 Novation”) among the Builder, Polaris (as the original buyer) and SPP 6 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Polaris
for the vessel with the Builder’s Hull No. S-5135.



 


		11.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“Supervision Novation”) among the Original Buyers, the New Buyers and SeaQuest in respect of the agreement for
the supervision of the construction of certain vessels under construction by the Builder dated 27 March 2013 (as amended and supplemented
to the date hereof, including, but not limited to, by an addendum no.1 dated 14 August 2013, an addendum no.2 dated 17 December
2013, an addendum no.3 dated 14 January 2014 and an addendum no.4 dated 14 January 2014) between the Original Buyers and SeaQuest.



 


(the S-1177 Novation, the S-1178 Novation,
the S-1183 Novation, S-1184 Novation, the S-5130 Novation, the S-5131 Novation, the S-5132 Novation, the S-5133 Novation, the S-5134
Novation and the S-5135 Novation, and the Supervision Novation together the “Novations”).


 


We hereby acknowledge and confirm that the Effective Time for
the purposes of each of the Novations shall be [●] [London] time on [●] 2014.


 


This notice may be entered into in the
form of counterparts executed by one or more of the signatories and provided all the signatories shall so execute this notice,
each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken


 




    	PAGE 15



    	 



    

 


together, they shall constitute one instrument.
A signed copy received by fax or as a “.pdf” file shall be deemed to be an original.


 


Signed by:


 


For and on behalf of


METROSTAR MANAGEMENT CORP.


 


and the ORIGINAL BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


DIAMOND S SHIPPING GROUP INC.


 


and the NEW BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


SPP SHIPBUILDING CO., LTD.


 


Signed by:


 


For and on behalf of


SEAQUEST MARINE PROJECT MANAGEMENT LIMITED


 




    	PAGE 16



    	 



    




 


SCHEDULE 4


 


PART A – INITIAL EXTRAS


 


	(1)	(2)
	Initial Extras	Initial Extras Cost
	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	US$1,843,000
	Extra Cost to Yard. Dec 11, 2012	US$470,000


 


PART B – PLAN APPROVAL EXTRAS


 


	(1)	(2)
	Plan Approval Extras	Plan Approval Costs
	
        Hull No. S1178 Extra Credit Cost Items List. Date 02/01/2014

         

        Extra Makers List Selection. May 20, 2013
	US$202,104


 




    	PAGE 17



    	 



    




 


SCHEDULE 5


 


PAYMENT SCHEDULE


 


	Contract
    Price and Terms of Payments under Article II of the Original Contract	 
	Contract Price	 	 	1st Payment	 	 	Steel Cutting	 	 	Keel Laying	 	 	Launching	 	 	Delivery	 
	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 
	 	35,470,000	 	 	 	3,547,000 (paid)	 	 	 	5,320,500	 	 	 	3,547,000	 	 	 	5,320,500	 	 	 	17,735,000	 



 




    	PAGE 18



    	 



    




 


SCHEDULE 6


 


NOTICE OF ASSIGNMENT


 


[form of notice to REFUND GUARANTOR]


 


To:  Kookmin Bank


 


[l]
2014  


 


Dear Sirs 


 





Letter of Guarantee number M07141309XD00018
dated 23 September 2013 (the “Refund Guarantee”)







 





We refer to the Refund Guarantee issued
by you to ourselves in connection with the shipbuilding contract dated 2 August 2013 between SPP Shipbuilding Co., Ltd., a company
organised and existing under the laws of the Republic of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si,
Gyeongsangnam-do, Korea (the “Builder”) and ourselves (the “Contract”) pursuant to which
the Builder agreed to design, construct and deliver, and we agreed to purchase and take delivery of one 50,300 DWT Product Oil/Chemical
Tanker with Builder’s Hull No. S1178 (the “Vessel”) subject to and upon the terms and conditions therein
contained. 




 


We
now hereby notify you that by a novation agreement dated [l]
2014 (the “Novation Agreement”), in respect of the Contract we have novated and in respect of the Refund Guarantee
we have assigned with effect as from the Effective Time as defined in the Novation Agreement to SPP 8 LLC (the “New Buyer”)
absolutely all interests and rights which now or at any later time we have under, in or in connection with the Contract and the
Refund Guarantee including, but not limited to: 


 


		(1)	the right to cancel, reject, rescind or terminate the Contract under Article X or otherwise;




 


		(2)	the right to demand and receive the refund of instalments of the Contract Price of the Vessel (as
such term is defined in the Contract, which expression has the same meaning in this notice) payable by the Builder thereunder following
lawful termination of the Contract by the New Buyer); and 



 


		(3)	the right to demand and to receive all payments under or in connection with the Refund Guarantee.




 


We hereby notify you that:


 


		(a)	we may not further assign or charge any of our rights under the Refund Guarantee,



 


		(b)	all our rights, powers, authorities, discretions and remedies now and hereafter under and in connection
with the Refund Guarantee are vested absolutely in the New Buyer and shall be exercisable and enforceable by the New Buyer alone.
In particular, but without limiting this, without the prior written consent of the New Buyer:



 




    	PAGE 19



    	 



    

 


		(i)	no amendment or variation of the Refund Guarantee may be made,



 


		(ii)	the Refund Guarantee may not be released or cancelled or terminated by us,



 


		(iii)	no breach by you of your obligations under the Refund Guarantee can be waived, and



 


		(iv)	no release, waiver, suspension or subordination may be given of any rights, powers, authorities,
discretions or remedies as are specified in this paragraph (b) above.





 


We request you to issue to the New Buyer an acknowledgement
of receipt of this notice in the attached form.


 


We irrevocably undertake not to give any
instructions or send any communications which would be in any way be inconsistent with the terms of your letter to the New Buyer;
and you are irrevocably instructed to disregard any instruction or communication which you or the New Buyer consider to be inconsistent
with the terms of that letter.


 


A copy of this letter is being sent to the New Buyer.


 


	Yours faithfully 	 
	 	 
	 	 
	for and on behalf of 	 
	Signus Trading Co. Ltd., 	 


 




    	PAGE 20



    	 



    

 


Attachment to Notice of Assignment


 


[Supplemental Letter]


 




    	PAGE 21



    	 



    

 


SCHEDULE 7


 


FULL TEXT OF INITIAL EXTRAS


 




    	PAGE 22



    	 



    

 


SCHEDULE 8


 


FULL TEXT OF PLAN APPROVAL EXTRAS


 




    	PAGE 23



    	 



    

 


SCHEDULE 9


 


ORIGINAL CONTRACT


 




    	PAGE 24



    	 



    

 


SCHEDULE 10


 


LETTER OF GUARANTEE


 




    	PAGE 25



    	 



    

 





EXECUTION PAGE


 


	Executed and delivered as a deed by	)	 
	SPP SHIPBUILDING CO., LTD.	)	 
	Acting by   )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 


	Executed and delivered as a deed by	)	 
	SIGNUS TRADING CO. LTD.,	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 





 


	Executed and delivered as a deed by	)	 
	SPP 8 LLC	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 




    	PAGE 26



    	 



    

 


ANNEX 3


 


PRO-FORMA S-1183 NOVATION AGREEMENT


 




    	 



    	 



    

 


S1183  NOVATION AGREEMENT 


 


THIS DEED is made on [●] 2014


 


AMONG: 


 


		(1)	SPP SHIPBULDING CO., LTD., a company organised
and existing under the laws of the Republic of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si,
Gyeongsangnam-do, Korea (“Builder”);



 


		(2)	LYRA MARITIME COMPANY, a company organised and
existing under the laws of the Republic of Liberia with its registered office at 80 Broad Street, Monrovia, Republic of Liberia
(“Original Buyer”); and



 


		(3)	SPP 9 LLC, a company organised and existing under
the laws of the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands, MH 96960 (“New Buyer”)



 


(the Builder, the Original Buyer and the New Buyer
together referred to as “Parties” or individually as a “Party”).


 


WHEREAS 


 


		(A)	By a shipbuilding contract dated 17 October 2013 between (1) the Builder and (2) the Original Buyer,
the Builder has agreed to design, construct, launch, equip and complete for the Original Buyer, and the Original Buyer has agreed
to purchase, one (1) 50,300 DWT product oil/chemical tanker more fully described in Article I thereof with Builder’s Hull
No. S1183 (“Vessel”) at the Builder’s shipyard in Korea upon the terms and conditions set out therein
(as amended and supplemented by an Addendum No. 1 dated 10 January 2014, and including the Specifications, “Original Contract”),
a copy of which is attached at Schedule 9.



 


		(B)	[The Original Buyer has paid to the Builder the first instalment of the Contract Price under the
Original Contract totalling United States Dollars three million, five hundred and forty seven thousand only (US$3,547,000).]



 


		(C)	[By a letter of guarantee no. [●] dated [●] (as amended by [●], “Letter
of Guarantee”) issued by [●] (“Refund Guarantor”), a copy of which is attached at Schedule 10,
in favour of the Original Buyer, the Refund Guarantor has guaranteed the refund by the Builder of the pre-delivery instalments
paid and to be paid by the Original Buyer to the Builder under the Original Contract on the terms and conditions set out therein.]



 


		(D)	The Original Buyer and the New Buyer have agreed that the rights and obligations of the Original
Buyer under the Original Contract shall be assumed by the New Buyer and the rights under the Letter of Guarantee shall be assigned
and transferred to the New Buyer and have requested the Builder to agree to this in accordance with Article XIII of the Contract.



 




    	 



    	 



    

 


		(E)	This Deed sets out the terms and conditions upon which the New Buyer, with the consent of the Builder,
shall be substituted for the Original Buyer as the buyer of the Vessel under the Original Contract and upon which the Letter of
Guarantee shall be assigned and transferred to the New Buyer.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS 



 


		(a)	In this Deed (including in the Recitals):



 


“Consultant” means Seaquest Marine
Project Management Limited;


 


“Effective Time” means the date
and time stated to be the “Effective Time” in the Effective Time Notice;


 


“Effective Time Notice” means a written
notice executed by the Parties in the form and on the terms of Schedule 3;


 


“Initial
Extras” means the agreed extras to the Original Contract as set out in Schedule 4 Part A and the cost of which is incorporated
within the Contract Price (as such term is defined in Article II.1 of the Original Contract) and a copy of the full text of which
is attached at Schedule 7 (“Full Text of Initial Extras”);


 


“Long Stop date” means 28 March 2014;



 


“Novated Contract” means the Original
Contract as novated by this Deed;


 


“Overall Agreement”
means the agreement dated [●] 2014 between, inter alios, the New Buyer and the Old Buyer in relation to, inter alia, the
novation of the Original Contract;


 


“Payment Schedule”
means the summary of the payment obligations and the status of payments by the Original Buyer under the Original Contract as set
out at Schedule 5;


 


“Plan Approval Extras” means
the plan approval extras as set out in Schedule 4 Part B agreed between the Original Buyer and the Builder up to the
Effective Time and a copy of the full text of which is attached at Schedule 8 (“Full Text of Plan Approval
Extras”);


 


“Plan Approval Extras
Cost” means the cost as agreed between the Original Buyer and the Builder for the Plan Approval Extras to become due
and payable to the Builder at the time of delivery of the Vessel under the Original Contract;


 


“Specifications” means the
Builder's Full Specifications with reference number 50CTFS02-12123 dated 11 December 2012 (it being agreed and acknowledged
between the Parties that reference to “50CTFS02-SPP12123” in the Original


 




    	PAGE 2



    	 



    

 


Contract is incorrect), the Comment
Reply Table with reference number 50CTCT02-12123 dated 11 December 2012, the General Arrangement Plan reference number 50CTGA02-12123
dated 11 December 2012, the Accommodation Arrangement Plan with reference number 50CTAA02-12123 dated 11 December 2012 (it being
agreed and acknowledged between the Parties that reference to “50CTGA02-12123” in the Original Contract is incorrect)and
the Manufacturer's List with reference number 50CTML02-12123 dated 11 December 2012;


 


“Supervision Agreement”
means the contract for the supervision of the construction of, inter alia, the Vessel dated 27 March 2013 (as amended and supplemented
by an Addendum No.1 dated 14 August 2013, an Addendum No.2 dated 17 December 2013, an Addendum No. 3 dated 14 January 2014 and
an Addendum No. 4 dated 14 January 2014) among, inter alios, the Consultant and the Original Buyer (represented by Metrostar Management
Corp.);


 


“Supervision Novation
Agreement” means the novation agreement entered into or to be entered into among, inter alios, the Original Buyer, the
New Buyer and the Consultant in respect of the Supervision Agreement on or about the date of this Deed; and


 


“Supplemental Letter”
means the letter, supplemental to the Letter of Guarantee, to be issued by the Refund Guarantor to the New Buyer, substantially
in the form set out in Schedule 2 hereto.


 


		2.	ORIGINAL BUYER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Original Buyer represents and warrants to each of
the other Parties that:



 


		(i)	the Original Buyer is duly incorporated under the laws
of the Republic of Liberia and has power and authority to enter into and perform its obligations under this Deed and to consummate
the transactions contemplated by the Original Contract and this Deed;



 


		(ii)	the execution, delivery and performance of the Original
Contract and this Deed and the consummation of the transactions contemplated by the Original Contract and this Deed have been
duly authorised by all necessary corporate action on the part of the Original Buyer and do not contravene any applicable law,
regulation or order binding on the Original Buyer or any of its assets or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the
Original Buyer of the Original Contract and this Deed nor the consummation of any of the transactions by the Original Buyer contemplated
by the Original Contract and this Deed, require the consent or approval of, the giving of notice to, the registration with, or
the taking of any other action in respect of, any



 




    	PAGE 3



    	 



    

 


governmental authority or agency,
except such as have been obtained and are in full force and effect;


 


		(iv)	the Original Contract and this Deed constitute or will,
upon execution, constitute valid, legally binding and enforceable obligations of the Original Buyer;



 


		(v)	the Original Buyer's rights under the Original Contract
are not subject to any mortgage, charge (whether fixed of floating), pledge, lien, hypothecation, assignment, security interest
or other encumbrance securing any obligation of any person;



 


		(vi)	the copy of the Original Contract and the copy of the
Letter of Guarantee attached to this Deed is a true and complete copy of the original of such document and there have been no
amendments or variations thereof thereunder save for the Initial Extras and the Plan Approval Extras;



 


		(vii)	as far as the Original Buyer is aware, there are no disputes
outstanding between the Original Buyer and the Builder under the Original Contract, nor is the Original Buyer aware of any unremedied
defaults by the Builder under the Original Contract; and



 


		(viii)	the Payment Schedule provides a true and complete summary
of the payment obligations (and the status of payments by the Original Buyer) under the Original Contract.



 


		(b)	The Original Buyer represents and warrants to the New
Buyer that:



 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant to the Original Contract
have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee; and



 


		(ii)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim against the New Buyer and/or the Hull in respect of the Plan Approval Extras Costs.



 


		3.	BUILDER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Builder represents and warrants to each of the other Parties that the following statements are, at the date hereof, true
and accurate:



 


		(i)	the Builder is duly incorporated with limited liability under the laws of the Republic of Korea
and has full power and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated
by the Original Contract and this Deed;



 




    	PAGE 4



    	 



    

 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Builder and do not contravene any applicable law, regulation or order binding on the Builder or any of its assets
or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the
Builder of the Original Contract and this Deed nor the consummation of any of the transactions by the Builder contemplated by
the Original Contract and this Deed, require the consent or approval of, the giving of notice to, the registration with, or the
taking of any other action in respect of, any governmental authority or agency, except such as have been obtained and are in full
force and effect;



 


		(iv)	the Original Contract and this Deed constitute or will,
upon execution, constitute legal, valid binding and enforceable obligations of the Builder;



 


		(v)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vi)	so far as the Builder is aware, there are no disputes
outstanding between the Builder and the Original Buyer under the Original Contract, nor is the Builder aware of any unremedied
defaults by the Original Buyer under the Original Contract;



 


		(vii)	on the date of this Deed there is no claim by the Builder
for a postponement of the Delivery Date including, but not limited to, by reason of modifications under Article V of the Original
Contract or force majeure under Article VIII of the Original Contract;



 


		(viii)	the Payment Schedule provides a true and complete summary
of the payment obligations (and the status of payments by the Original Buyer) under the Original Contract; and



 


		(ix)	the New Buyer shall not in any event be liable for the
payment of the Plan Approval Extras Costs and the Builder shall have no claim and shall make no claim and shall take no action
against the New Buyer and/or the Hull, including but not limited to delaying delivery of the Hull for any reason related to payment
in respect of the Plan Approval Extras Costs.



 


		(b)	The Builder represents and warrants to the New Buyer
that:



 




    	PAGE 5



    	 



    

 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant pursuant to the Original
Contract have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee;



 


		(ii)	the Initial Extras and the Initial Extras Costs are correct and complete and the Initial Extras
Costs are included in the Contract Price (as defined in Article II.1 of the Shipbuilding Contract) for the Vessel;



 


		(iii)	the Plan Approval Extras and the Plan Approval Extras
Costs are correct and complete; and



 


		(iv)	the Payment Schedule is a correct and complete summary
of the payment obligations and the status of payments by the Original Buyer under the Original Contract.



 


		4.	NEW BUYER’S REPRESENTATIONS AND WARRANTIES 



 


The New Buyer represents and warrants to each of
the other Parties that:


 


		(a)	the New Buyer is duly incorporated with limited liability under the laws of the Republic of the
Marshall Islands and has full power and authority to enter into and perform its obligations under this Deed and the Novated Contract
and to consummate the transactions contemplated by this Deed and the Novated Contract;



 


		(b)	the execution, delivery and performance of this Deed and the consummation of the transactions contemplated
by this Deed and the Novated Contract have been duly authorised by all necessary corporate action on the part of the New Buyer
and do not contravene any applicable law, order or regulation binding on the New Buyer or any of its assets or its constitutional
documents;



 


		(c)	neither the execution, delivery and performance by the New Buyer of this Deed or the Novated Contract,
nor the consummation of any of the transactions by the New Buyer contemplated by this Deed or the Novated Contract, require the
consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental
authority or agency, except such as have been obtained and are in full force and effect; and



 


		(d)	this Deed constitutes legal, valid and binding obligations of the New Buyer and the Novated Contract
will constitute (as and with effect from the Effective Time) legal, valid and binding obligations of the New Buyer.



 


		5.	NOVATION 



 


		(a)	The Parties hereby agree that, with effect from the Effective Time, the New Buyer shall be and
is hereby substituted in the place of the Original Buyer as a party to





    	PAGE 6



    	 



    

 


			the Original Contract and that the Original Contract shall henceforth be construed and treated
in all respects as if the New Buyer was named therein as the “BUYER” instead of the Original Buyer.



 


		(b)	The New Buyer hereby agrees with the Builder that, as and with effect from the Effective Time,
the New Buyer shall duly and punctually perform and discharge all liabilities and/or obligations whatsoever from time to time to
be performed or discharged by it or by virtue of the Original Contract in all respects as if the New Buyer was (and had at all
times been) named in the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(c)	The Builder hereby agrees with the New Buyer that, as and with effect from the Effective Time,
the Builder shall be bound by the Original Contract in all respects as if the New Buyer was (and had at all times been) named in
the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(d)	The Builder and the Original Buyer hereby, as and with effect from the Effective Time, mutually
release and discharge each other from all liabilities, obligations, claims and demands whatsoever touching or concerning the Original
Contract or arising out of or in connection with the building of the Vessel and in respect of anything done or omitted to be done
under or in connection therewith and any such liabilities, obligations, claims and demands by each of the Builder and the Original
Buyer will be extinguished from the Effective Time.



 


		(e)	Upon and with effect from the Effective Time the Original Buyer unconditionally, with full title
guarantee, assigns and transfers absolutely all of its right, title and interest in the Letter of Guarantee to the New Buyer.



 


		(f)	Promptly after the execution of this Deed the Original Buyer shall give notice (whether by personal
delivery or by fax or by SWIFT (or equivalent authenticated message) in substantially the form set out in Schedule 6 (Notice
of Assignment) to the Refund Guarantor (with a copy to the New Buyer) of the assignment and transfer of the Letter of Guarantee
on the terms set out in this Deed and shall use all reasonable endeavours to procure that the Refund Guarantor shall promptly after
receipt of such notice execute the Supplemental Letter or (as the case may be) issue the Supplemental Letter and send the same
to the New Buyer (whether by fax or by SWIFT (or equivalent authenticated message).



 


		6.	CONDITIONS 



 


		(a)	The provisions of Clauses 5 and 7 shall be conditional upon and shall only take effect upon receipt by the Parties of executed
copies of the Effective Time Notice.



 


		(b)	If the above condition has not been met by the Longstop Date or such later period as may be agreed
between the Parties, this Deed shall become null and void and none of the Parties shall have any claim against or liability to
the others.



 




    	PAGE 7



    	 



    

 


		7.	PAYMENT 



 


The consideration for the novation shall be paid
by the New Buyer to the Old Buyer in accordance with the terms of the Overall Agreement,


 


		8.	AMENDMENTS TO THE ORIGINAL CONTRACT 



 


		(a)	As and with effect from the Effective Time, the Original Contract shall be amended and supplemented
in accordance with the terms of Schedule 1 hereto but, subject to the terms and conditions of this Deed and save for the substitution
of the New Buyer as the “BUYER” under the Original Contract, the Original Contract shall remain valid, binding and
in full force and effect.



 


		(b)	The Parties hereby acknowledge that the Consultant shall remain the supervisor or supervisors to
be the ‘Supervisors’ of the New Buyer under Article IV.2 of the Original Contract and the Supervision Agreement shall
be novated by the Original Buyer to the New Buyer in accordance with the terms of the Supervision Novation Agreement.



 


		9.	COUNTERPARTS 



 


This Deed may be entered into
in the form of counterparts executed by one or more of the Parties and provided all the Parties shall so execute this Deed, each
of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall
constitute one instrument.


 


		10.	AMENDMENTS TO THIS DEED



 


This Deed may be amended only by an instrument in
writing signed by all of the Parties.


 


		11.	WAIVER



 


Any waiver of any right, power
or privilege by any of the Parties shall be in writing signed by such Party. No failure or delay by any Party to exercise any right,
power or privilege under this Deed shall operate as waiver of that right, power or privilege nor shall any single or partial exercise
of that right, power or privilege preclude any further exercise of that right, power or privilege. The right and remedies provided
in this Deed are cumulative and not exclusive of any rights and remedies provided by law.


 


		12.	LAW AND ARBITRATION



 


		(a)	This Deed (including any non-contractual obligations arising out of or in connection with the same)
shall be governed by and construed in accordance with English law.



 




    	PAGE 8



    	 



    

 


		(b)	Any dispute between the Parties or any of them as to any matter arising out of or in connection
with this Deed shall be settled by arbitration in London, England in accordance with Article XII.2 of the Original Contract.



 


		(c)	No term of this Deed is enforceable under the terms of the Contracts (Rights of Third Parties) Act 1999 by any person who is
not a Party.



 


IN WITNESS WHEREOF the Parties have caused this Deed
to be duly executed by their duly authorized officers and/or attorney-in-fact on the date and year first above written.


 




    	PAGE 9



    	 



    

 


SCHEDULE 1



 


AMENDMENTS 


 


As and with effect from the Effective Time the Original Contract
shall be amended as follows:


 


		(1)	All references to “this Contract” shall be construed as meaning the Original Contract
as novated and amended and/or supplemented by this Deed.



 


		(2)	Article XVII – replace the paragraphs starting from “To the BUYER:” until
                                                           “commercial@metrofin.gr” and replace with:



 


To the BUYER:


 


		Address:	33 Benedict Place



 


2nd Floor.


 


Greenwich,


 


CT 06830


 


United States of America


 


		Email:	management@diamondsshipping.com



 


		Attention:	Craig H. Stevenson Jr., CEO.



 


		Copy to:	Randi C. Lesnick at Jones Day.



Email: rclesnick@jonesday.com


 


and


 


Jessica Maitra and Stephen Mackin at Eversheds.


Email: JessicaMaitra@eversheds.com


StephenMackin@eversheds.com


 




    	PAGE 10



    	 



    

 


SCHEDULE 2



 


SUPPLEMENTAL LETTER 


 


		To:	SPP 7 LLC



33 Benedict Place


2nd Floor


Greenwich


CRT06830


United States of America


 


		Attn:	Craig H. Stevenson Jr.



 


[●] 2014


 


Dear Sirs


 


LETTER OF GUARANTEE NO. [●]


 


We refer to:-


 


		(1)	the shipbuilding contract dated [●] (“Contract”) made between (1) SPP
Shipbuilding Co., Ltd. (“Builder”) as builder and (2) [●] (“Original Buyer”) as buyer
pursuant to which the Builder agreed to design, launch, outfit and complete for the Original Buyer one (1) 50,300 DWT product oil/chemical
tanker (Builder’s Hull No. S-[●]) upon the terms and conditions set out therein;



 


		(2)	the deed of novation dated [●] 2014 (“Deed of Novation”) made between (1) the
Builder, (2) [●] (“New Buyer”) and (3) the Original Buyer pursuant to which the parties thereto have agreed to
novate certain rights and obligations of such parties under the Contract upon the terms and subject to the conditions set out therein
to the effect that the Original Buyer shall be substituted as buyer under the Contract by the New Buyer; and



 


		(3)	the letter of guarantee no. [●] dated [●] (as amended by [●], “Letter of
Guarantee”) issued by us in favour of the Original Buyer in respect of the Builder’s obligations and liabilities under
the Contract and the assignment of the Letter of Guarantee by the Original Buyer in favour of the New Buyer as provided in the
Deed of Novation.



 


We hereby confirm that we have received
prior written notice of the assignment in accordance with the terms and conditions of the Letter of Guarantee and that we have
received written notice of the assignment of the Letter of Guarantee with effect from the Effective Time (as defined in the Deed
of Novation) from the Original Buyer, reviewed the terms of the Deed of Novation, and consent to the novation of the Contract on
the terms and conditions set out in the Deed of Novation and agree that:


 


		(a)	the Letter of Guarantee and our obligations thereunder shall remain and continue in full force
and effect notwithstanding the said novation of the Contract;



 




    	PAGE 11



    	 



    

 


		(b)	with effect as from the Effective Time (as defined in the Deed of Novation) the New Buyer shall
be and is hereby substituted in place of the Original Buyer as the “Buyer” in the Letter of Guarantee and the Letter
of Guarantee shall henceforth be construed and treated, and we shall be bound by the Letter of Guarantee, in all respects as if
the New Buyer was the “Buyer” instead of the Original Buyer;



 


		(c)	with effect as from the Effective Time (as defined in the Deed of Novation), references in the
Letter of Guarantee to the “Contract” shall henceforth be references to the Contract as novated and amended by the
Deed of Novation and as from time to time hereafter amended and shall also be deemed to include the Deed of Novation and the obligations
of the New Buyer thereunder; and



 


		(d)	with effect as from the Effective Time (as defined in the Deed of Novation), the Letter of Guarantee
(as amended and supplemented by this Supplemental Letter) shall be a guarantee of, and we hereby guarantee, the obligations of
the Builder on the terms and conditions set out in the Letter of Guarantee (as amended and supplemented).



 


Subject to the foregoing, all other terms and conditions contained
in the Letter of Guarantee shall remain in full force and effect.


 


We further confirm that if for whatever
reason the novation of the Contract does not become effective in accordance with the terms and provisions of the Deed of Novation,
our obligations under the Letter of Guarantee shall remain and continue in full force and effect notwithstanding any such non-effectiveness
of the novation under the Deed of Novation.


 


	Yours faithfully 	 
	 	 	 
	 	 	 
	 	 	 
	For and on behalf of 	 
	 	 
	[●] 	 
	 	 
	By:	 	 
	 	 
	Name: 	 
	 	 
	Title: 	 


 




    	PAGE 12



    	 



    

 


SCHEDULE 3



 


FORM OF EFFECTIVE TIME NOTICE 


 


		To:	Diamond S Shipping Group Inc. (“DSM”) for and on behalf of themselves and the New Buyers (as defined below))



 


Metrostar Management Corp. (“Metrostar”)
for and on behalf of themselves and the Original Buyers (as defined below)


 


SPP Shipbuilding Co., Ltd (“Builder”)


 


SeaQuest Marine Project Management Limited (“SeaQuest”)


 


Export-Import Bank of Korea


 


Kookmin Bank


 


Shinhan Bank


 


Woori Bank


 


Carina Shipping & Trading S.A.,
(“Carina”)


 


Signus Trading Co. Ltd., (“Signus”)


 


Lyra Maritime Company, (“Lyra”)


 


Vulpecula Shipping Company, (“Vulpecula”)


 


Alsafi Navigation Co., (“Alsafi”)


 


Pavonis Marine Limited, (“Pavonis”)


 


Taygeta Corporation, (“Taygeta”)


 


Lacerta Marine S.A., (“Lacerta”)


 


Draconis Maritime Co. S.A. , (“Draconis”)


 


Polaris Shipholding Corp., (“Polaris”)


 


(Carina, Signus, Lyra, Vulpecula, Alsafi, Pavonis,
Taygeta, Lacerta, Draconis and Polaris, together the “Original Buyers”).


 


SPP 1 LLC (“SPP 1”)


 


SPP 2 LLC (“SPP 2”)


 


SPP 3 LLC (“SPP 3”)


 




    	PAGE 13



    	 



    

 


SPP 4 LLC (“SPP 4”)


 


SPP 5 LLC (“SPP 5”)


 


SPP 6 LLC (“SPP 6”)


 


SPP 7 LLC (“SPP 7”)


 


SPP 8 LLC (“SPP 8”)


 


SPP 9 LLC (“SPP 9”)


 


SPP 10 LLC (“SPP 10”)


 


(SPP 1, SPP 2, SPP 3, SPP 4, SPP 5, SPP 6, SPP 7,
SPP 8, SPP 9, SPP 10, together the “New Buyers”)


 


We refer to:


 


		1.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1177 Novation”) among the Builder, Carina (as the original buyer) and SPP 7 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Carina
for the vessel with the Builder’s Hull No. S-1177.



 


		2.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1178 Novation”) among the Builder, Signus (as the original buyer) and SPP 8 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Signus
for the vessel with the Builder’s Hull No. S-1178.



 


		3.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1183 Novation”) among the Builder, Lyra (as the original buyer) and SPP 9 (as the new buyer) in respect of
the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Lyra for
the vessel with the Builder’s Hull No. S-1183.



 


		4.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1184 Novation”) among the Builder, Vulpecula (as the original buyer) and SPP 10 (as the new buyer) in respect
of the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Vulpecula
for the vessel with the Builder’s Hull No. S-1184.



 


		5.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5130 Novation”) among the Builder, Alsafi (as the original buyer) and SPP 1 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Alsafi
for the vessel with the Builder’s Hull No. S-5130.



 




    	PAGE 14



    	 



    

 


		6.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5131 Novation”) among the Builder, Pavonis (as the original buyer) and SPP 2 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Pavonis
for the vessel with the Builder’s Hull No. S-5131.



 


		7.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5132 Novation”) among the Builder, Taygeta (as the original buyer) and SPP 3 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Taygeta
for the vessel with the Builder’s Hull No. S-5132.



 


		8.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5133 Novation”) among the Builder, Lacerta (as the original buyer) and SPP 4 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Lacerta
for the vessel with the Builder’s Hull No. S-5133.



 


		9.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5134 Novation”) among the Builder, Draconis (as the original buyer) and SPP 5 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Draconis
for the vessel with the Builder’s Hull No. S-5134.



 


		10.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5135 Novation”) among the Builder, Polaris (as the original buyer) and SPP 6 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Polaris
for the vessel with the Builder’s Hull No. S-5135.



 


		11.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“Supervision Novation”) among the Original Buyers, the New Buyers and SeaQuest in respect of the agreement for
the supervision of the construction of certain vessels under construction by the Builder dated 27 March 2013 (as amended and supplemented
to the date hereof, including, but not limited to, by an addendum no.1 dated 14 August 2013, an addendum no.2 dated 17 December
2013, an addendum no.3 dated 14 January 2014 and an addendum no.4 dated 14 January 2014) between the Original Buyers and SeaQuest.



 


(the S-1177 Novation, the S-1178 Novation,
the S-1183 Novation, S-1184 Novation, the S-5130 Novation, the S-5131 Novation, the S-5132 Novation, the S-5133 Novation, the S-5134
Novation and the S-5135 Novation, and the Supervision Novation together the “Novations”).


 


We hereby acknowledge and confirm that the Effective Time for
the purposes of each of the Novations shall be [●] [London] time on [●] 2014.


 


This notice may be entered into in the
form of counterparts executed by one or more of the signatories and provided all the signatories shall so execute this notice,
each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken


 




    	PAGE 15



    	 



    

 


together, they shall constitute one instrument.
A signed copy received by fax or as a “.pdf” file shall be deemed to be an original.


 


Signed by:


 


For and on behalf of


METROSTAR MANAGEMENT CORP.


 


and the ORIGINAL BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


DIAMOND S SHIPPING GROUP INC.


 


and the NEW BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


SPP SHIPBUILDING CO., LTD.


 


Signed by:


 


For and on behalf of


SEAQUEST MARINE PROJECT MANAGEMENT LIMITED


 




    	PAGE 16



    	 



    

 


SCHEDULE 4


 


PART
A – INITIAL EXTRAS


 





	(1)	(2)
	Initial Extras	Initial Extras Cost
	Extra Yard Payment. Ref. No. 50CTCT01- 

121-23. Nov 14, 2012	US$1,843,000
	Extra Cost to Yard. Dec 11, 2012	US$470,000


 


PART B – PLAN APPROVAL EXTRAS


 


	(1)	(2)
	Plan Approval Extras	Plan Approval Costs
	Hull No. S1183 Extra Credit Cost Items 

List. Date 02/01/2014	US$202,104
	 

                                                                                Extra Makers List Selection. May 20, 2013
	 




 




    	PAGE 17



    	 



    

 


SCHEDULE 5


 


PAYMENT SCHEDULE


 


	Contract
    Price and Terms of Payments under Article II of the Original Contract	 
	Contract Price	 	 	1st Payment	 	 	Steel Cutting	 	 	Keel Laying	 	 	Launching	 	 	Delivery	 
	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 
	 	35,470,000	 	 	 	3,547,000 [(paid)]		 	 	5,320,500	 	 	 	3,547,000	 	 	 	5,320,500	 	 	 	17,735,000	 



  




    	PAGE 18



    	 



    

 


SCHEDULE 6 


 


NOTICE OF ASSIGNMENT 


 


[form of notice to REFUND GUARANTOR] 


  





To: [Refund Guarantor] 


 


[●] 2014  


 


Dear Sirs 


 


Letter of Guarantee number [●] dated [●] 201[●]
[as amended by [●]] (the “Refund Guarantee”)


 


We refer to the Refund Guarantee
issued by you to ourselves in connection with the shipbuilding contract dated [●] 20[●] between SPP
Shipbuilding Co., Ltd., a company organised and existing under the laws of the Republic of Korea with its registered office
at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si, Gyeongsangnam-do, Korea (the “Builder”) and ourselves [as
amended and supplemented to the date hereof (including, but not limited to [● ])] (the “Contract”)
pursuant to which the Builder agreed to design, construct and deliver, and we agreed to purchase and take delivery of one
50,300 DWT Product Oil/Chemical Tanker with Builder’s Hull No. [●] (the “Vessel”) subject to
and upon the terms and conditions therein contained. 


 


We now hereby notify you that by a novation
agreement dated [●] 2014 (the “Novation Agreement”), in respect of the Contract we have novated and in respect
of the Refund Guarantee we have assigned with effect as from the Effective Time as defined in the Novation Agreement to [●]
(the “New Buyer”) absolutely all interests and rights which now or at any later time we have under, in or in
connection with the Contract and the Refund Guarantee including, but not limited to: 




 


		(1)	the right to cancel, reject, rescind or terminate the Contract under Article X or otherwise;




 


		(2)	the right to demand and receive the refund of instalments of the Contract Price of the Vessel (as
such term is defined in the Contract, which expression has the same meaning in this notice) payable by the Builder thereunder following
lawful termination of the Contract by the New Buyer); and 



 


		(3)	the right to demand and to receive all payments under or in connection with the Refund Guarantee.




 


We hereby notify you that:


 


		(a)	we may not further assign or charge any of our rights
under the Refund Guarantee,



 


		(b)	all our rights, powers, authorities, discretions and
remedies now and hereafter under and in connection with the Refund Guarantee are vested absolutely in the New Buyer and shall
be exercisable and enforceable by the New Buyer alone. In particular, but without limiting this, without the prior written consent
of the New Buyer:



 




    	PAGE 19



    	 



    

 


		(i)	no amendment or variation of the Refund Guarantee may be made,



 


		(ii)	the Refund Guarantee may not be released or cancelled or terminated by us,



 


		(iii)	no breach by you of your obligations under the Refund
Guarantee can be waived, and



 


		(iv)	no release, waiver, suspension or subordination may be
given of any rights, powers, authorities, discretions or remedies as are specified in this paragraph (b) above.



 


We request you to issue to the New Buyer an acknowledgement
of receipt of this notice in the attached form.


 


We irrevocably undertake not to give any
instructions or send any communications which would be in any way be inconsistent with the terms of your letter to the New Buyer;
and you are irrevocably instructed to disregard any instruction or communication which you or the New Buyer consider to be inconsistent
with the terms of that letter.


 


A copy of this letter is being sent to the New Buyer.


 


	Yours faithfully 	 
	 	 
	 	 
	for and on behalf of 	 
	Lyra Maritime Company 	 


 




    	PAGE 20



    	 



    

 


Attachment to Notice of Assignment


 


[Supplemental Letter]


 




    	PAGE 21



    	 



    

 


SCHEDULE 7


 


FULL TEXT OF INITIAL EXTRAS


 




    	PAGE 22



    	 



    

 


SCHEDULE 8


 


FULL TEXT OF PLAN APPROVAL EXTRAS


 




    	PAGE 23



    	 



    

 


SCHEDULE 9


 


ORIGINAL CONTRACT


 




    	PAGE 24



    	 



    

 


SCHEDULE 10


 


LETTER OF GUARANTEE


 




    	PAGE 25



    	 



    

 








EXECUTION PAGE


 


	Executed and delivered as a deed by	)	 
	SPP SHIPBUILDING CO., LTD.	)	 
	Acting by   )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 


	Executed and delivered as a deed by	)	 
	LYRA MARITIME COMPANY	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 





 


	Executed and delivered as a deed by	)	 
	SPP 9 LLC	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 




    	PAGE 26



    	 



    

 


ANNEX 4


 


PRO-FORMA S-1184 NOVATION AGREEMENT


 




    	 



    	 



    

 


S1184  NOVATION AGREEMENT 


 


THIS DEED is made on ___ February 2014


 


AMONG: 


 


		(1)	SPP SHIPBULDING CO., LTD., a company organised and existing under the laws of the Republic
of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si, Gyeongsangnam-do, Korea (“Builder”);



 


		(2)	VULPECULA SHIPPING COMPANY, a company organised and existing under the laws of the Republic
of Liberia with its registered office at 80 Broad Street, Monrovia, Republic of Liberia (“Original Buyer”);
and



 


		(3)	SPP 10 LLC, a company organised and existing under the laws of the Republic of the Marshall Islands with its registered
office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 (“New Buyer”)



 


(the Builder, the Original Buyer and the New Buyer
together referred to as “Parties” or individually as a “Party”).


 


WHEREAS


 


		(A)	By a shipbuilding contract dated 17 October 2013 between (1) the Builder and (2) the Original Buyer,
the Builder has agreed to design, construct, launch, equip and complete for the Original Buyer, and the Original Buyer has agreed
to purchase, one (1) 50,300 DWT product oil/chemical tanker more fully described in Article I thereof with Builder’s Hull
No. S1184 (“Vessel”) at the Builder’s shipyard in Korea upon the terms and conditions set out therein
(including the Specifications, “Original Contract”), a copy of which is attached at Schedule 9.



 


		(B)	The Original Buyer has paid to the Builder the first instalment of the Contract Price under the
Original Contract totalling United States Dollars three million, five hundred and forty seven thousand only (US$3,547,000)



 


		(C)	By a letter of guarantee no. M0931312LG00406 dated 23 December 2013 (“Letter of Guarantee”)
issued by The Export-Import Bank of Korea (“Refund Guarantor”), a copy of which is attached at Schedule 10,
in favour of the Original Buyer, the Refund Guarantor has guaranteed the refund by the Builder of the pre-delivery instalments
paid and to be paid by the Original Buyer to the Builder under the Original Contract on the terms and conditions set out therein.



 


		(D)	The Original Buyer and the New Buyer have agreed that the rights and obligations of the Original
Buyer under the Original Contract shall be assumed by the New Buyer and the rights under the Letter of Guarantee shall be assigned
and transferred to the New Buyer and have requested the Builder to agree to this in accordance with Article XIII of the Contract.



 




    	 



    	 



    

 


		(E)	This Deed sets out the terms and conditions upon which the New Buyer, with the consent of the Builder,
shall be substituted for the Original Buyer as the buyer of the Vessel under the Original Contract and upon which the Letter of
Guarantee shall be assigned and transferred to the New Buyer.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS 



 


		(a)	In this Deed (including in the Recitals):



 


“Consultant” means Seaquest Marine
Project Management Limited;


 


“Effective Time” means the date
and time stated to be the “Effective Time” in the Effective Time Notice;


 


“Effective Time Notice” means a written
notice executed by the Parties in the form and on the terms of Schedule 3;


 


“Initial Extras” means the agreed
extras to the Original Contract as set out in Schedule 4 Part A and the cost of which is incorporated within the Contract Price
(as such term is defined in Article II.1 of the Original Contract) and a copy of the full text of which is attached at Schedule
7 (“Full Text of Initial Extras”);


 


“Long Stop date” means 28 March 2014;


 


“Novated Contract” means the
Original Contract as novated by this Deed;


 


“Overall Agreement” means the agreement
dated [●] 2014 between, inter alios, the New Buyer and the Old Buyer in relation to, inter alia, the novation of the Original
Contract;


 


“Payment Schedule” means the summary
of the payment obligations and the status of payments by the Original Buyer under the Original Contract as set out at Schedule
5;


 


“Plan Approval Extras” means the
plan approval extras as set out in Schedule 4 Part B agreed between the Original Buyer and the Builder up to the Effective Time
and a copy of the full text of which is attached at Schedule 8 (“Full Text of Plan Approval Extras”);


 


“Plan Approval Extras
Cost” means the cost as agreed between the Original Buyer and the Builder for the Plan Approval Extras to become due
and payable to the Builder at the time of delivery of the Vessel under the Original Contract;


 


“Specifications” means the Builder's
Full Specifications with reference number 50CTFS02-12123 dated 11 December 2012 (it being agreed and acknowledged between the Parties
that reference to “50CTFS02-SPP12123” in the Original


 




    	PAGE 2



    	 



    

 


Contract is incorrect), the Comment
Reply Table with reference number 50CTCT02-12123 dated 11 December 2012, the General Arrangement Plan reference number 50CTGA02-12123
dated 11 December 2012, the Accommodation Arrangement Plan with reference number 50CTAA02-12123 dated 11 December 2012 (it being
agreed and acknowledged between the Parties that reference to “50CTGA02-12123” in the Original Contract is
incorrect)and the Manufacturer's List with reference number 50CTML02-12123 dated 11 December 2012;


 


“Supervision Agreement”
means the contract for the supervision of the construction of, inter alia, the Vessel dated 27 March 2013 (as amended and supplemented
by an Addendum No.1 dated 14 August 2013, an Addendum No.2 dated 17 December 2013, an Addendum No. 3 dated 14 January 2014 and
an Addendum No. 4 dated 14 January 2014) among, inter alios, the Consultant and the Original Buyer (represented by Metrostar Management
Corp.);


 


“Supervision Novation
Agreement” means the novation agreement entered into or to be entered into among, inter alios, the Original Buyer, the
New Buyer and the Consultant in respect of the Supervision Agreement on or about the date of this Deed; and


 


“Supplemental Letter”
means the letter, supplemental to the Letter of Guarantee, to be issued by the Refund Guarantor to the New Buyer, substantially
in the form set out in Schedule 2 hereto.


 


		2.	ORIGINAL BUYER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Original Buyer represents and warrants to each of the other Parties that:



 


		(i)	the Original Buyer is duly incorporated under the laws of the Republic of Liberia and has power
and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated by the
Original Contract and this Deed;



 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Original Buyer and do not contravene any applicable law, regulation or order binding on the Original Buyer or
any of its assets or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Original Buyer of the Original Contract
and this Deed nor the consummation of any of the transactions by the Original Buyer contemplated by the Original Contract and this
Deed, require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any





    	PAGE 3



    	 



    

 


			governmental authority or agency, except such as have been obtained and are in full force and effect;



 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute valid, legally
binding and enforceable obligations of the Original Buyer;



 


		(v)	the Original Buyer's rights under the Original Contract are not subject to any mortgage, charge
(whether fixed of floating), pledge, lien, hypothecation, assignment, security interest or other encumbrance securing any obligation
of any person;



 


		(vi)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vii)	as far as the Original Buyer is aware, there are no disputes outstanding between the Original Buyer
and the Builder under the Original Contract, nor is the Original Buyer aware of any unremedied defaults by the Builder under the
Original Contract; and



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract.



 


		(b)	The Original Buyer represents and warrants to the New
Buyer that:



 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant to the Original Contract
have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee; and



 


		(ii)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim against the New Buyer and/or the Hull in respect of the Plan Approval Extras Costs.



 


		3.	BUILDER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Builder represents and warrants to each of the other Parties that the following statements are, at the date hereof, true
and accurate:



 


		(i)	the Builder is duly incorporated with limited liability under the laws of the Republic of Korea
and has full power and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated
by the Original Contract and this Deed;



 




    	PAGE 4



    	 



    

 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Builder and do not contravene any applicable law, regulation or order binding on the Builder or any of its assets
or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Builder of the Original Contract and this
Deed nor the consummation of any of the transactions by the Builder contemplated by the Original Contract and this Deed, require
the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any
governmental authority or agency, except such as have been obtained and are in full force and effect;



 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute legal, valid binding and enforceable obligations
of the Builder;



 


		(v)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vi)	so far as the Builder is aware, there are no disputes outstanding between the Builder and the Original
Buyer under the Original Contract, nor is the Builder aware of any unremedied defaults by the Original Buyer under the Original
Contract;



 


		(vii)	on the date of this Deed there is no claim by the Builder for a postponement of the Delivery Date
including, but not limited to, by reason of modifications under Article V of the Original Contract or force majeure under Article
VIII of the Original Contract;



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract; and



 


		(ix)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim and shall make no claim and shall take no action against the New Buyer and/or the Hull, including
but not limited to delaying delivery of the Hull for any reason related to payment in respect of the Plan Approval Extras Costs.



 


		(b)	The Builder represents and warrants to the New Buyer
that:



 




    	PAGE 5



    	 



    

 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant pursuant to the Original
Contract have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee;



 


		(ii)	the Initial Extras and the Initial Extras Costs are correct and complete and the Initial Extras
Costs are included in the Contract Price (as defined in Article II.1 of the Shipbuilding Contract) for the Vessel;



 


		(iii)	the Plan Approval Extras and the Plan Approval Extras Costs are correct and complete; and



 


		(iv)	the Payment Schedule is a correct and complete summary of the payment
obligations and the status of payments by the Original Buyer under the Original Contract. .



 


		4.	NEW BUYER’S REPRESENTATIONS AND WARRANTIES 



 


The New Buyer represents and warrants to each of
the other Parties that:


 


		(a)	the New Buyer is duly incorporated with limited liability under the laws of the Republic of the
Marshall Islands and has full power and authority to enter into and perform its obligations under this Deed and the Novated Contract
and to consummate the transactions contemplated by this Deed and the Novated Contract;



 


		(b)	the execution, delivery and performance of this Deed and the consummation of the transactions contemplated
by this Deed and the Novated Contract have been duly authorised by all necessary corporate action on the part of the New Buyer
and do not contravene any applicable law, order or regulation binding on the New Buyer or any of its assets or its constitutional
documents;



 


		(c)	neither the execution, delivery and performance by the New Buyer of this Deed or the Novated Contract,
nor the consummation of any of the transactions by the New Buyer contemplated by this Deed or the Novated Contract, require the
consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental
authority or agency, except such as have been obtained and are in full force and effect; and



 


		(d)	this Deed constitutes legal, valid and binding obligations of the New Buyer and the Novated Contract
will constitute (as and with effect from the Effective Time) legal, valid and binding obligations of the New Buyer.



 


		5.	NOVATION 



 


		(a)	The Parties hereby agree that, with effect from the Effective Time, the New Buyer shall be and
is hereby substituted in the place of the Original Buyer as a party to



 




    	PAGE 6



    	 



    

 


			the Original Contract and that the Original Contract shall henceforth be construed and treated
in all respects as if the New Buyer was named therein as the “BUYER” instead of the Original Buyer.



 


		(b)	The New Buyer hereby agrees with the Builder that, as and with effect from the Effective Time,
the New Buyer shall duly and punctually perform and discharge all liabilities and/or obligations whatsoever from time to time to
be performed or discharged by it or by virtue of the Original Contract in all respects as if the New Buyer was (and had at all
times been) named in the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(c)	The Builder hereby agrees with the New Buyer that, as and with effect from the Effective Time,
the Builder shall be bound by the Original Contract in all respects as if the New Buyer was (and had at all times been) named in
the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(d)	The Builder and the Original Buyer hereby, as and with effect from the Effective Time, mutually
release and discharge each other from all liabilities, obligations, claims and demands whatsoever touching or concerning the Original
Contract or arising out of or in connection with the building of the Vessel and in respect of anything done or omitted to be done
under or in connection therewith and any such liabilities, obligations, claims and demands by each of the Builder and the Original
Buyer will be extinguished from the Effective Time.



 


		(e)	Upon and with effect from the Effective Time the Original Buyer unconditionally, with full title
guarantee, assigns and transfers absolutely all of its right, title and interest in the Letter of Guarantee to the New Buyer.



 


		(f)	Promptly after the execution of this Deed the Original Buyer shall give notice (whether by personal
delivery or by fax or by SWIFT (or equivalent authenticated message) in substantially the form set out in Schedule 6 (Notice
of Assignment) to the Refund Guarantor (with a copy to the New Buyer) of the assignment and transfer of the Letter of Guarantee
on the terms set out in this Deed and shall use all reasonable endeavours to procure that the Refund Guarantor shall promptly after
receipt of such notice execute the Supplemental Letter or (as the case may be) issue the Supplemental Letter and send the same
to the New Buyer (whether by fax or by SWIFT (or equivalent authenticated message).



 


		6.	CONDITIONS 



 


		(a)	The provisions of Clauses 5 and 7 shall be conditional upon and shall only take effect upon receipt by the Parties of executed
copies of the Effective Time Notice.



 


		(b)	If the above condition has not been met by the Longstop Date or such later period as may be agreed
between the Parties, this Deed shall become null and void and none of the Parties shall have any claim against or liability to
the others.



 




    	PAGE 7



    	 



    

 


		7.	PAYMENT 



 


The consideration for the novation shall be paid
by the New Buyer to the Old Buyer in accordance with the terms of the Overall Agreement,


 


		8.	AMENDMENTS TO THE ORIGINAL CONTRACT 



 


		(a)	As and with effect from the Effective Time, the Original Contract shall be amended and supplemented
in accordance with the terms of Schedule 1 hereto but, subject to the terms and conditions of this Deed and save for the substitution
of the New Buyer as the “BUYER” under the Original Contract, the Original Contract shall remain valid, binding and
in full force and effect.



 


		(b)	The Parties hereby acknowledge that the Consultant shall remain the supervisor or supervisors to be the ‘Supervisors’
of the New Buyer under Article IV.2 of the Original Contract and the Supervision Agreement shall be novated by the Original Buyer
to the New Buyer in accordance with the terms of the Supervision Novation Agreement.



 


		9.	COUNTERPARTS 



 


This Deed may be entered into
in the form of counterparts executed by one or more of the Parties and provided all the Parties shall so execute this Deed, each
of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall
constitute one instrument.


 


		10.	AMENDMENTS TO THIS DEED



 


This Deed may be amended only
by an instrument in writing signed by all of the Parties.


 


		11.	WAIVER



 


Any waiver of any right, power
or privilege by any of the Parties shall be in writing signed by such Party. No failure or delay by any Party to exercise any right,
power or privilege under this Deed shall operate as waiver of that right, power or privilege nor shall any single or partial exercise
of that right, power or privilege preclude any further exercise of that right, power or privilege. The right and remedies provided
in this Deed are cumulative and not exclusive of any rights and remedies provided by law.


 


		12.	LAW AND ARBITRATION



 


		(a)	This Deed (including any non-contractual obligations arising out of or in connection with the same)
shall be governed by and construed in accordance with English law.



 




    	PAGE 8



    	 



    

 


		(b)	Any dispute between the Parties or any of them as to any matter arising out of or in connection
with this Deed shall be settled by arbitration in London, England in accordance with Article XII.2 of the Original Contract.



 


		(c)	No term of this Deed is enforceable under the terms of the Contracts (Rights of Third Parties) Act 1999 by any person who is
not a Party.



 


IN WITNESS WHEREOF the Parties have caused this Deed
to be duly executed by their duly authorized officers and/or attorney-in-fact on the date and year first above written.


 




    	PAGE 9



    	 



    

 


SCHEDULE 1



 


AMENDMENTS


 


As and with effect from the Effective Time the Original Contract
shall be amended as follows:


 


		(1)	All references to “this Contract” shall be construed as meaning the Original Contract as novated and amended and/or
supplemented by this Deed.



 


		(2)	Article XVII – replace the paragraphs starting from “To the BUYER:” until
                                                           “commercial@metrofin.gr” and replace with:



 


To the BUYER:


 


		Address:	33 Benedict Place



 


2nd Floor.


 


Greenwich,


 


CT 06830


 


United States of America


 


		Email:	management@diamondsshipping.com



 


		Attention:	Craig H. Stevenson Jr., CEO.



 


		Copy to:	Randi C. Lesnick at Jones Day.



Email: rclesnick@jonesday.com


 


and


 


Jessica Maitra and Stephen Mackin
at Eversheds.


Email: JessicaMaitra@eversheds.com


StephenMackin@eversheds.com


 




    	PAGE 10



    	 



    

 


SCHEDULE 2


 


SUPPLEMENTAL LETTER


 


		To:	SPP 7 LLC



33 Benedict Place


2nd Floor


Greenwich


CRT06830


United States of America


 


		Attn:	Craig H. Stevenson Jr.



 


[●] 2014


 


Dear Sirs


 


LETTER OF GUARANTEE NO. M0931312LG00406 


 


We refer to:-


 


		(1)	the shipbuilding contract dated 17 October 2013 (“Contract”) made between (1)
SPP Shipbuilding Co., Ltd. (“Builder”) as builder and (2) Vulpecula Shipping Company (“Original Buyer”)
as buyer pursuant to which the Builder agreed to design, launch, outfit and complete for the Original Buyer one (1) 50,300 DWT
product oil/chemical tanker (Builder’s Hull No. S1184) upon the terms and conditions set out therein;



 


		(2)	the deed of novation dated [●] 2014 (“Deed of Novation”) made between (1) the
Builder, (2) SPP 10 LLC (“New Buyer”) and (3) the Original Buyer pursuant to which the parties thereto have agreed
to novate certain rights and obligations of such parties under the Contract upon the terms and subject to the conditions set out
therein to the effect that the Original Buyer shall be substituted as buyer under the Contract by the New Buyer; and



 


		(3)	the letter of guarantee no. M0931312LG00406 dated 23 December 2013 (“Letter of Guarantee”)
issued by us in favour of the Original Buyer in respect of the Builder’s obligations and liabilities under the Contract and
the assignment of the Letter of Guarantee by the Original Buyer in favour of the New Buyer as provided in the Deed of Novation.



 


We hereby confirm that we have received
prior written notice of the assignment in accordance with the terms and conditions of the Letter of Guarantee and that we have
received written notice of the assignment of the Letter of Guarantee with effect from the Effective Time (as defined in the Deed
of Novation) from the Original Buyer, reviewed the terms of the Deed of Novation, and consent to the novation of the Contract on
the terms and conditions set out in the Deed of Novation and agree that:


 


		(a)	the Letter of Guarantee and our obligations thereunder shall remain and continue in full force and effect notwithstanding the
said novation of the Contract;



 




    	PAGE 11



    	 



    

 


		(b)	with effect as from the Effective Time (as defined in the Deed of Novation) the New Buyer shall be and is hereby substituted
in place of the Original Buyer as the “Buyer” in the Letter of Guarantee and the Letter of Guarantee shall henceforth
be construed and treated, and we shall be bound by the Letter of Guarantee, in all respects as if the New Buyer was the “Buyer”
instead of the Original Buyer;



 


		(c)	with effect as from the Effective Time (as defined in the Deed of Novation), references in the
Letter of Guarantee to the “Contract” shall henceforth be references to the Contract as novated and amended by the
Deed of Novation and as from time to time hereafter amended and shall also be deemed to include the Deed of Novation and the obligations
of the New Buyer thereunder; and



 


		(d)	with effect as from the Effective Time (as defined in the Deed of Novation), the Letter of Guarantee
(as amended and supplemented by this Supplemental Letter) shall be a guarantee of, and we hereby guarantee, the obligations of
the Builder on the terms and conditions set out in the Letter of Guarantee (as amended and supplemented).



 


Subject to the foregoing, all other terms and conditions contained
in the Letter of Guarantee shall remain in full force and effect.


 


We further confirm that if for whatever
reason the novation of the Contract does not become effective in accordance with the terms and provisions of the Deed of Novation,
our obligations under the Letter of Guarantee shall remain and continue in full force and effect notwithstanding any such non-effectiveness
of the novation under the Deed of Novation.


 


	Yours faithfully 	 
	 	 
	 	 
	 	 
	For and on behalf of 	 
	 	 
	Export-Import Bank of Korea 	 
	 	 
	By:	 	 
	 	 
	Name: 	 
	 	 
	Title: 	 


 




    	PAGE 12



    	 



    

 


SCHEDULE 3


 


FORM OF EFFECTIVE TIME NOTICE


 


		To:	Diamond S Shipping Group Inc. (“DSM”) for and on behalf of themselves and the New Buyers (as defined below))



 


Metrostar Management Corp. (“Metrostar”)
for and on behalf of themselves and the Original Buyers (as defined below)


 


SPP Shipbuilding Co., Ltd (“Builder”)


 


SeaQuest Marine Project Management Limited (“SeaQuest”)


 


Export-Import Bank of Korea


 


Kookmin Bank


 


Shinhan Bank


 


Woori Bank


 


Carina Shipping & Trading S.A.,
(“Carina”)


 


Signus Trading Co. Ltd., (“Signus”)


 


Lyra Maritime Company, (“Lyra”)


 


Vulpecula Shipping Company, (“Vulpecula”)


 


Alsafi Navigation Co., (“Alsafi”)


 


Pavonis Marine Limited, (“Pavonis”)


 


Taygeta Corporation, (“Taygeta”)


 


Lacerta Marine S.A., (“Lacerta”)


 


Draconis Maritime Co. S.A. , (“Draconis”)


 


Polaris Shipholding Corp., (“Polaris”)


 


(Carina, Signus, Lyra, Vulpecula, Alsafi, Pavonis,
Taygeta, Lacerta, Draconis and Polaris, together the “Original Buyers”).


 


SPP 1 LLC (“SPP 1”)


 


SPP 2 LLC (“SPP 2”)


 


SPP 3 LLC (“SPP 3”)


 




    	PAGE 13



    	 



    

 


SPP 4 LLC (“SPP 4”)


 


SPP 5 LLC (“SPP 5”)


 


SPP 6 LLC (“SPP 6”)


 


SPP 7 LLC (“SPP 7”)


 


SPP 8 LLC (“SPP 8”)


 


SPP 9 LLC (“SPP 9”)


 


SPP 10 LLC (“SPP 10”)


 


(SPP 1, SPP 2, SPP 3, SPP 4, SPP 5, SPP 6, SPP 7,
SPP 8, SPP 9, SPP 10, together the “New Buyers”)


 


We refer to:


 


		1.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1177 Novation”) among the Builder, Carina (as the original buyer) and SPP 7 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Carina
for the vessel with the Builder’s Hull No. S-1177.



 


		2.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1178 Novation”) among the Builder, Signus (as the original buyer) and SPP 8 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Signus
for the vessel with the Builder’s Hull No. S-1178.



 


		3.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1183 Novation”) among the Builder, Lyra (as the original buyer) and SPP 9 (as the new buyer) in respect of
the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Lyra for
the vessel with the Builder’s Hull No. S-1183.



 


		4.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1184 Novation”) among the Builder, Vulpecula (as the original buyer) and SPP 10 (as the new buyer) in respect
of the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Vulpecula
for the vessel with the Builder’s Hull No. S-1184.



 


		5.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5130 Novation”) among the Builder, Alsafi (as the original buyer) and SPP 1 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Alsafi
for the vessel with the Builder’s Hull No. S-5130.



 




    	PAGE 14



    	 



    

 


		6.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5131 Novation”) among the Builder, Pavonis (as the original buyer) and SPP 2 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Pavonis
for the vessel with the Builder’s Hull No. S-5131.



 


		7.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5132 Novation”) among the Builder, Taygeta (as the original buyer) and SPP 3 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Taygeta
for the vessel with the Builder’s Hull No. S-5132.



 


		8.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5133 Novation”) among the Builder, Lacerta (as the original buyer) and SPP 4 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Lacerta
for the vessel with the Builder’s Hull No. S-5133.



 


		9.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the “S-5134 Novation”)
among the Builder, Draconis (as the original buyer) and SPP 5 (as the new buyer) in respect of the shipbuilding contract dated
14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Draconis for the vessel with the Builder’s
Hull No. S-5134.



 


		10.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5135 Novation”) among the Builder, Polaris (as the original buyer) and SPP 6 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Polaris
for the vessel with the Builder’s Hull No. S-5135.



 


		11.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“Supervision Novation”) among the Original Buyers, the New Buyers and SeaQuest in respect of the agreement for
the supervision of the construction of certain vessels under construction by the Builder dated 27 March 2013 (as amended and supplemented
to the date hereof, including, but not limited to, by an addendum no.1 dated 14 August 2013, an addendum no.2 dated 17 December
2013, an addendum no.3 dated 14 January 2014 and an addendum no.4 dated 14 January 2014) between the Original Buyers and SeaQuest.



 


(the S-1177 Novation, the S-1178 Novation,
the S-1183 Novation, S-1184 Novation, the S-5130 Novation, the S-5131 Novation, the S-5132 Novation, the S-5133 Novation, the S-5134
Novation and the S-5135 Novation, and the Supervision Novation together the “Novations”).


 


We hereby acknowledge and confirm that the Effective Time for
the purposes of each of the Novations shall be [●] [London] time on [●] 2014.


 


This notice may be entered into in the
form of counterparts executed by one or more of the signatories and provided all the signatories shall so execute this notice,
each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken


 




    	PAGE 15



    	 



    

 


together, they shall constitute one instrument.
A signed copy received by fax or as a “.pdf” file shall be deemed to be an original.


 


Signed by:


 


For and on behalf of


METROSTAR MANAGEMENT CORP.


 


and the ORIGINAL BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


DIAMOND S SHIPPING GROUP INC.


 


and the NEW BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


SPP SHIPBUILDING CO., LTD.


 


Signed by:


 


For and on behalf of


SEAQUEST MARINE PROJECT MANAGEMENT LIMITED


 




    	PAGE 16



    	 



    




 


SCHEDULE 4


 


PART A – INITIAL EXTRAS


 


	(1)	(2)
	Initial Extras	Initial Extras Cost
	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	US$1,843,000
	Extra Cost to Yard. Dec 11, 2012	US$470,000


 


PART B – PLAN APPROVAL EXTRAS


 


	(1)	(2)
	Plan Approval Extras	Plan Approval Costs
	
        Hull No. S1184 Extra Credit Cost Items List. Date 02/01/2014

         

        Extra Makers List Selection. May 20, 2013
	US$202,104


 




    	PAGE 17



    	 



    

 


 


SCHEDULE 5


 


PAYMENT SCHEDULE


 


	Contract
    Price and Terms of Payments under Article II of the Original Contract	 
	Contract Price	 	 	1st Payment	 	 	Steel Cutting	 	 	Keel Laying	 	 	Launching	 	 	Delivery	 
	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 
	 	35,470,000	 	 	 	3,547,000 (paid)	 	 	 	5,320,500	 	 	 	3,547,000	 	 	 	5,320,500	 	 	 	17,735,000	 



 




    	PAGE 18



    	 



    




 


SCHEDULE 6


 


NOTICE OF ASSIGNMENT


 


[form of notice to REFUND GUARANTOR]


 





To:  Export-Import Bank of Korea 







 


[l]
2014  


 


Dear Sirs 


 





Letter of Guarantee number M0931312LG00406
dated 23 December 2013 (the “Refund Guarantee”)


 


We refer to the Refund Guarantee issued
by you to ourselves in connection with the shipbuilding contract dated 17 October 2013 between SPP Shipbuilding Co., Ltd., a company
organised and existing under the laws of the Republic of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si,
Gyeongsangnam-do, Korea (the “Builder”) and ourselves (the “Contract”) pursuant to which
the Builder agreed to design, construct and deliver, and we agreed to purchase and take delivery of one 50,300 DWT Product Oil/Chemical
Tanker with Builder’s Hull No. S1184 (the “Vessel”) subject to and upon the terms and conditions therein
contained. 




 


We
now hereby notify you that by a novation agreement dated [l]
2014 (the “Novation Agreement”), in respect of the Contract we have novated and in respect of the Refund Guarantee
we have assigned with effect as from the Effective Time as defined in the Novation Agreement to SPP 10 LLC (the “New Buyer”)
absolutely all interests and rights which now or at any later time we have under, in or in connection with the Contract and the
Refund Guarantee including, but not limited to: 


 


		(1)	the right to cancel, reject, rescind or terminate the Contract under Article X or otherwise;




 


		(2)	the right to demand and receive the refund of instalments of the Contract Price of the Vessel (as
such term is defined in the Contract, which expression has the same meaning in this notice) payable by the Builder thereunder following
lawful termination of the Contract by the New Buyer); and 



 


		(3)	the right to demand and to receive all payments under or in connection with the Refund Guarantee.




 


We hereby notify you that:


 


		(a)	we may not further assign or charge any of our rights under the Refund Guarantee,



 


		(b)	all our rights, powers, authorities, discretions and remedies now and hereafter under and in connection
with the Refund Guarantee are vested absolutely in the New Buyer and shall be exercisable and enforceable by the New Buyer alone.
In particular, but without limiting this, without the prior written consent of the New Buyer:



 




    	PAGE 19



    	 



    




 


		(i)	no amendment or variation of the Refund Guarantee may be made,



 


		(ii)	the Refund Guarantee may not be released or cancelled or terminated by us,



 


		(iii)	no breach by you of your obligations under the Refund Guarantee can be waived, and



 


		(iv)	no release, waiver, suspension or subordination may be given of any rights, powers, authorities,
discretions or remedies as are specified in this paragraph (b) above.



 


We request you to issue to the New Buyer
an acknowledgement of receipt of this notice in the attached form.


 


We irrevocably undertake not to give any
instructions or send any communications which would be in any way be inconsistent with the terms of your letter to the New Buyer;
and you are irrevocably instructed to disregard any instruction or communication which you or the New Buyer consider to be inconsistent
with the terms of that letter.


 


A copy of this letter is being sent to
the New Buyer.


 


Yours faithfully


 


	 	 
	for and on behalf of	 
	Vulpecula Shipping Company 	 


 




    	PAGE 20



    	 



    

 


Attachment to Notice of Assignment


 


[Supplemental Letter]


 




    	PAGE 21



    	 



    

  


SCHEDULE 7


 


FULL TEXT OF INITIAL EXTRAS


 




    	PAGE 22



    	 



    

  


SCHEDULE 8


 


FULL TEXT OF PLAN APPROVAL EXTRAS


 




    	PAGE 23



    	 



    

  


SCHEDULE 9


 


ORIGINAL CONTRACT


 




    	PAGE 24



    	 



    

  


SCHEDULE 10


 


LETTER OF GUARANTEE


 




    	PAGE 25



    	 



    

  


EXECUTION PAGE


 


	Executed and delivered as a deed by	)	 
	SPP SHIPBUILDING CO., LTD.	)	 
	Acting by )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 


	Executed and delivered as a deed by	)	 
	VULPECULA SHIPPING COMPANY	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 





 


	Executed and delivered as a deed by	)	 
	SPP 10 LLC	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 




    	PAGE 26



    	 



    

 


ANNEX 5


 


PRO-FORMA S-5130 NOVATION AGREEMENT


 




    	 



    	 



    

 


S–5130
NOVATION AGREEMENT 


 


THIS DEED is made on [●] 2014


 


AMONG: 


 


		(1)	SPP SHIPBULDING CO., LTD., a company organised
and existing under the laws of the Republic of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si,
Gyeongsangnam-do, Korea (“Builder”);



 


		(2)	ALSAFI NAVIGATION CO., a company organised and
existing under the laws of the Republic of Liberia with its registered office at 80 Broad Street, Monrovia, Republic of Liberia
(“Original Buyer”); and



 


		(3)	SPP 1 LLC, a company organised and existing under
the laws of the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands, MH 96960 (“New Buyer”)



 


(the Builder, the Original Buyer and the New Buyer
together referred to as “Parties” or individually as a “Party”).


 


WHEREAS 


 


		(A)	By a shipbuilding contract dated 14 December 2012 between (1) the Builder and (2) the Original
Buyer, the Builder has agreed to design, construct, launch, equip and complete for the Original Buyer, and the Original Buyer has
agreed to purchase, one (1) 50,300 DWT product oil/chemical tanker more fully described in Article I thereof with Builder’s
Hull No. S-5130 (“Vessel”) at the Builder’s shipyard in Korea upon the terms and conditions set out therein
(as amended and supplemented by an Amendment Agreement No.1 dated 27 March 2013 and an Addendum No.1 dated 5 April 2013, and including
the Specifications, “Original Contract”), a copy of which is attached at Schedule 9.



 


		(B)	The Original Buyer has paid to the Builder the first instalment and second instalment of the Contract
Price under the Original Contract totalling United States Dollars five million, six hundred and twenty five thousand only (US$5,625,000).



 


		(C)	By a letter of guarantee no. M0902-304-LG-00510 dated 4 April 2013 (as amended by an amendment
dated 5 April 2013 and a further amendment dated 18 April 2013, “Letter of Guarantee”) issued by The Export-Import
Bank of Korea (“Refund Guarantor”), a copy of which is attached at Schedule 10, in favour of the Original Buyer,
the Refund Guarantor has guaranteed the refund by the Builder of the pre-delivery instalments paid and to be paid by the Original
Buyer to the Builder under the Original Contract on the terms and conditions set out therein.



 


		(D)	The Original Buyer and the New Buyer have agreed that the rights and obligations of the Original
Buyer under the Original Contract shall be assumed by the New Buyer and the rights under the Letter of Guarantee shall be assigned
and transferred to the New Buyer



 




    	 



    	 



    

 


and have requested the Builder
to agree to this in accordance with Article XIII of the Contract.


 


		(E)	This Deed sets out the terms and conditions upon which the New Buyer, with the consent of the Builder,
shall be substituted for the Original Buyer as the buyer of the Vessel under the Original Contract and upon which the Letter of
Guarantee shall be assigned and transferred to the New Buyer.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS 



 


		(a)	In this Deed (including in the Recitals):



 


“Consultant” means Seaquest Marine
Project Management Limited;


 


“Effective Time”
means the date and time stated to be the “Effective Time” in the Effective Time Notice;


 


“Effective Time Notice” means a written
notice executed by the Parties in the form and on the terms of Schedule 3;


 


“Initial
Extras” means the agreed extras to the Original Contract as set out in Schedule 4 Part A and the cost of which is incorporated
within the Contract Price (as such term is defined in Article II.1 of the Original Contract) and a copy of the full text of which
is attached at Schedule 7 (“Full Text of Initial Extras”);


 


“Long Stop date” means 28 March 2014;



 


“Novated Contract” means the Original
Contract as novated by this Deed;


 


“Overall Agreement”
means the agreement dated [●] 2014 between, inter alios, the New Buyer and the Old Buyer in relation to, inter alia, the
novation of the Original Contract;


 


“Payment Schedule”
means the summary of the payment obligations and the status of payments by the Original Buyer under the Original Contract as set
out at Schedule 5;


 


“Plan Approval Extras” means the
plan approval extras as set out in Schedule 4 Part B agreed between the Original Buyer and the Builder up to the Effective Time
and a copy of the full text of which is attached at Schedule 8 (“Full Text of Plan Approval Extras”);


 


“Plan Approval Extras
Cost” means the cost as agreed between the Original Buyer and the Builder for the Plan Approval Extras to become due
and payable to the Builder at the time of delivery of the Vessel under the Original Contract;


 




    	PAGE 2



    	 



    

 


“Specifications”
means the Builder's Full Specifications with reference number 50CTFS02-12123 dated 11 December 2012 (it being agreed and acknowledged
between the Parties that reference to “50CTFS02-SPP12123” in the Original Contract is incorrect), the Comment
Reply Table with reference number 50CTCT02-12123 dated 11 December 2012, the General Arrangement Plan reference number 50CTGA02-12123
dated 11 December 2012, the Accommodation Arrangement Plan with reference number 50CTAA02-12123 dated 11 December 2012 (it being
agreed and acknowledged between the Parties that reference to “50CTGA02-12123” in the Original Contract is
incorrect)and the Manufacturer's List with reference number 50CTML02-12123 dated 11 December 2012;


 


“Supervision Agreement”
means the contract for the supervision of the construction of, inter alia, the Vessel dated 27 March 2013 (as amended and supplemented
by an Addendum No.1 dated 14 August 2013, an Addendum No.2 dated 17 December 2013, an Addendum No. 3 dated 14 January 2014 and
an Addendum No. 4 dated 14 January 2014) among, inter alios, the Consultant and the Original Buyer (represented by Metrostar Management
Corp.);


 


“Supervision Novation
Agreement” means the novation agreement entered into or to be entered into among, inter alios, the Original Buyer, the
New Buyer and the Consultant in respect of the Supervision Agreement on or about the date of this Deed; and


 


“Supplemental Letter”
means the letter, supplemental to the Letter of Guarantee, to be issued by the Refund Guarantor to the New Buyer, substantially
in the form set out in Schedule 2 hereto.


 


		2.	ORIGINAL BUYER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Original Buyer represents and warrants to each of
the other Parties that:



 


		(i)	the Original Buyer is duly incorporated under the laws of the Republic of Liberia and has power
and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated by the
Original Contract and this Deed;



 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Original Buyer and do not contravene any applicable law, regulation or order binding on the Original Buyer or
any of its assets or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Original Buyer of the Original Contract
and this Deed nor the consummation of any of the transactions by the Original Buyer contemplated by the Original Contract



 


 




    	PAGE 3



    	 



    

 


and this Deed, require the consent
or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental
authority or agency, except such as have been obtained and are in full force and effect;


 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute valid, legally
binding and enforceable obligations of the Original Buyer;



 


		(v)	the Original Buyer's rights under the Original Contract are not subject to any mortgage, charge
(whether fixed of floating), pledge, lien, hypothecation, assignment, security interest or other encumbrance securing any obligation
of any person;



 


		(vi)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vii)	as far as the Original Buyer is aware, there are no disputes outstanding between the Original Buyer
and the Builder under the Original Contract, nor is the Original Buyer aware of any unremedied defaults by the Builder under the
Original Contract; and



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract.



 


		(b)	The Original Buyer represents and warrants to the New
Buyer that:



 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant to the Original Contract
have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee; and



 


		(ii)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim against the New Buyer and/or the Hull in respect of the Plan Approval Extras Costs.



 


		3.	BUILDER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Builder represents and warrants to each of the other
Parties that the following statements are, at the date hereof, true and accurate:



 


		(i)	the Builder is duly incorporated with limited liability under the laws of the Republic of Korea
and has full power and authority to enter into and



  




    	PAGE 4



    	 



    

  


perform its obligations under
this Deed and to consummate the transactions contemplated by the Original Contract and this Deed;


 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Builder and do not contravene any applicable law, regulation or order binding on the Builder or any of its assets
or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Builder of the Original Contract and this
Deed nor the consummation of any of the transactions by the Builder contemplated by the Original Contract and this Deed, require
the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any
governmental authority or agency, except such as have been obtained and are in full force and effect;



 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute legal, valid
binding and enforceable obligations of the Builder;



 


		(v)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vi)	so far as the Builder is aware, there are no disputes outstanding between the Builder and the Original
Buyer under the Original Contract, nor is the Builder aware of any unremedied defaults by the Original Buyer under the Original
Contract;



 


		(vii)	on the date of this Deed there is no claim by the Builder for a postponement of the Delivery Date
including, but not limited to, by reason of modifications under Article V of the Original Contract or force majeure under Article
VIII of the Original Contract;



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract; and



 


		(ix)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim and shall make no claim and shall take no action against the New Buyer and/or the Hull, including
but not limited to delaying delivery of the Hull for any reason related to payment in respect of the Plan Approval Extras Costs.



 




    	PAGE 5



    	 



    

 


		(b)	The Builder represents and warrants to the New Buyer
that:



 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant pursuant to the Original
Contract have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee;



 


		(ii)	the Initial Extras and the Initial Extras Costs are correct and complete and the Initial Extras
Costs are included in the Contract Price (as defined in Article II.1 of the Shipbuilding Contract) for the Vessel;



 


		(iii)	the Plan Approval Extras and the Plan Approval Extras Costs are correct and complete; and



 


		(iv)	the Payment Schedule is a correct and complete summary of the payment obligations and the status
of payments by the Original Buyer under the Original Contract.



 


		4.	NEW BUYER’S REPRESENTATIONS AND WARRANTIES 



 


The New Buyer represents and warrants to each of
the other Parties that:


 


		(a)	the New Buyer is duly incorporated with limited liability under the laws of the Republic of the
Marshall Islands and has full power and authority to enter into and perform its obligations under this Deed and the Novated Contract
and to consummate the transactions contemplated by this Deed and the Novated Contract;



 


		(b)	the execution, delivery and performance of this Deed and the consummation of the transactions contemplated
by this Deed and the Novated Contract have been duly authorised by all necessary corporate action on the part of the New Buyer
and do not contravene any applicable law, order or regulation binding on the New Buyer or any of its assets or its constitutional
documents;



 


		(c)	neither the execution, delivery and performance by the New Buyer of this Deed or the Novated Contract,
nor the consummation of any of the transactions by the New Buyer contemplated by this Deed or the Novated Contract, require the
consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental
authority or agency, except such as have been obtained and are in full force and effect; and



 


		(d)	this Deed constitutes legal, valid and binding obligations of the New Buyer and the Novated Contract
will constitute (as and with effect from the Effective Time) legal, valid and binding obligations of the New Buyer.



 




    	PAGE 6



    	 



    

 


		5.	NOVATION 



 


		(a)	The Parties hereby agree that, with effect from the Effective
Time, the New Buyer shall be and is hereby substituted in the place of the Original Buyer as a party to the Original Contract
and that the Original Contract shall henceforth be construed and treated in all respects as if the New Buyer was named therein
as the “BUYER” instead of the Original Buyer.



 


		(b)	The New Buyer hereby agrees with the Builder that, as
and with effect from the Effective Time, the New Buyer shall duly and punctually perform and discharge all liabilities and/or
obligations whatsoever from time to time to be performed or discharged by it or by virtue of the Original Contract in all respects
as if the New Buyer was (and had at all times been) named in the Original Contract as the “BUYER” instead of the Original
Buyer.



 


		(c)	The Builder hereby agrees with the New Buyer that, as
and with effect from the Effective Time, the Builder shall be bound by the Original Contract in all respects as if the New Buyer
was (and had at all times been) named in the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(d)	The Builder and the Original Buyer hereby, as and with
effect from the Effective Time, mutually release and discharge each other from all liabilities, obligations, claims and demands
whatsoever touching or concerning the Original Contract or arising out of or in connection with the building of the Vessel and
in respect of anything done or omitted to be done under or in connection therewith and any such liabilities, obligations, claims
and demands by each of the Builder and the Original Buyer will be extinguished from the Effective Time.



 


		(e)	Upon and with effect from the Effective Time the Original
Buyer unconditionally, with full title guarantee, assigns and transfers absolutely all of its right, title and interest in the
Letter of Guarantee to the New Buyer.



 


		(f)	Promptly after the execution of this Deed the Original
Buyer shall give notice (whether by personal delivery or by fax or by SWIFT (or equivalent authenticated message) in substantially
the form set out in Schedule 6 (Notice of Assignment) to the Refund Guarantor (with a copy to the New Buyer) of the assignment
and transfer of the Letter of Guarantee on the terms set out in this Deed and shall use all reasonable endeavours to procure that
the Refund Guarantor shall promptly after receipt of such notice execute the Supplemental Letter or (as the case may be) issue
the Supplemental Letter and send the same to the New Buyer (whether by fax or by SWIFT (or equivalent authenticated message).



 


		6.	CONDITIONS 



 


		(a)	The provisions of Clauses 5 and 7 shall be conditional
upon and shall only take effect upon receipt by the Parties of executed copies of the Effective Time Notice.






 




    	PAGE 7



    	 



    




 


		(b)	If the above condition has not been met by the Longstop
Date or such later period as may be agreed between the Parties, this Deed shall become null and void and none of the Parties shall
have any claim against or liability to the others.



 


		7.	PAYMENT 



 


The consideration for the novation shall be paid
by the New Buyer to the Old Buyer in accordance with the terms of the Overall Agreement,


 


		8.	AMENDMENTS TO THE ORIGINAL CONTRACT 



 


		(a)	As and with effect from the Effective Time, the Original
Contract shall be amended and supplemented in accordance with the terms of Schedule 1 hereto but, subject to the terms and conditions
of this Deed and save for the substitution of the New Buyer as the “BUYER” under the Original Contract, the Original
Contract shall remain valid, binding and in full force and effect.



 


		(b)	The Parties hereby acknowledge that the Consultant shall
remain the supervisor or supervisors to be the ‘Supervisors’ of the New Buyer under Article IV.2 of the Original Contract
and the Supervision Agreement shall be novated by the Original Buyer to the New Buyer in accordance with the terms of the Supervision
Novation Agreement.



 


		9.	COUNTERPARTS 



 


This Deed may be entered into
in the form of counterparts executed by one or more of the Parties and provided all the Parties shall so execute this Deed, each
of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall
constitute one instrument.


 


		10.	AMENDMENTS TO THIS DEED



 


This Deed may be amended only by an instrument in
writing signed by all of the Parties.


 


		11.	WAIVER



 


Any waiver of any right, power
or privilege by any of the Parties shall be in writing signed by such Party. No failure or delay by any Party to exercise any right,
power or privilege under this Deed shall operate as waiver of that right, power or privilege nor shall any single or partial exercise
of that right, power or privilege preclude any further exercise of that right, power or privilege. The right and remedies provided
in this Deed are cumulative and not exclusive of any rights and remedies provided by law.


 




    	PAGE 8



    	 



    







 


		12.	LAW AND ARBITRATION



 


		(a)	This Deed (including any non-contractual obligations
arising out of or in connection with the same) shall be governed by and construed in accordance with English law.



 


		(b)	Any dispute between the Parties or any of them as to
any matter arising out of or in connection with this Deed shall be settled by arbitration in London, England in accordance with
Article XII.2 of the Original Contract.



 


		(c)	No term of this Deed is enforceable under the terms of
the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party.



 


IN WITNESS WHEREOF the Parties have caused this Deed
to be duly executed by their duly authorized officers and/or attorney-in-fact on the date and year first above written.


 




    	PAGE 9



    	 



    

  


SCHEDULE 1


 


AMENDMENTS


 


As and with effect from the Effective Time the Original Contract
shall be amended as follows:


 


		(1)	All references to “this Contract” shall be construed as meaning the Original Contract as novated and amended and/or
supplemented by this Deed.



 


		(2)	Article XVII – replace the paragraphs starting from “To the BUYER:” until
                                                           “commercial@metrofin.gr” and replace with:



 


To the BUYER:


 


		Address:	33 Benedict Place



 


2nd Floor.


 


Greenwich,


 


CT 06830


 


United States of America


 


		Email:	management@diamondsshipping.com



 


		Attention:	Craig H. Stevenson Jr., CEO.



 


		Copy to:	Randi C. Lesnick at Jones Day.



Email: rclesnick@jonesday.com


 


and


 


Jessica Maitra and Stephen Mackin
at Eversheds.


Email: JessicaMaitra@eversheds.com


StephenMackin@eversheds.com


 






    	PAGE 10



    	 



    

  


SCHEDULE 2


 


 SUPPLEMENTAL LETTER


 


		To:	SPP 7 LLC



33 Benedict Place


2nd Floor


Greenwich


CRT06830


United States of America


 


		Attn:	Craig H. Stevenson Jr.



 


[●] 2014


 


Dear Sirs








 


LETTER OF GUARANTEE NO. M0902-304-LG-00510 


 


We refer to:-


 


		(1)	the shipbuilding contract dated 14 December 2012 as amended
and supplemented by an Amendment Agreement No.1 dated 27 March 2013 and an Addendum No.1 dated 5 April 2013 (“Contract”)
made between (1) SPP Shipbuilding Co., Ltd. (“Builder”) as builder and (2) Alsafi Navigation Co. (“Original
Buyer”) as buyer pursuant to which the Builder agreed to design, launch, outfit and complete for the Original Buyer
one (1) 50,300 DWT product oil/chemical tanker (Builder’s Hull No. S-5130 upon the terms and conditions set out therein;



 


		(2)	the deed of novation dated [●] 2014 (“Deed
of Novation”) made between (1) the Builder, (2) SPP 1 LLC (“New Buyer”) and (3) the Original Buyer
pursuant to which the parties thereto have agreed to novate certain rights and obligations of such parties under the Contract
upon the terms and subject to the conditions set out therein to the effect that the Original Buyer shall be substituted as buyer
under the Contract by the New Buyer; and



 


		(3)	the letter of guarantee no. M0902-304-LG-00510 dated
4 April 2013 (as amended by an amendment dated 5 April 2013 and a further amendment dated 18 April 2013, “Letter of Guarantee”)
issued by us in favour of the Original Buyer in respect of the Builder’s obligations and liabilities under the Contract
and the assignment of the Letter of Guarantee by the Original Buyer in favour of the New Buyer as provided in the Deed of Novation.



 


We hereby confirm that we have received
prior written notice of the assignment in accordance with the terms and conditions of the Letter of Guarantee and that we have
received written notice of the assignment of the Letter of Guarantee with effect from the Effective Time (as defined in the Deed
of Novation) from the Original Buyer, reviewed the terms of the Deed of Novation, and consent to the novation of the Contract on
the terms and conditions set out in the Deed of Novation and agree that:


 



    	PAGE 11



    	 



    

 


		(a)	the Letter of Guarantee and our obligations thereunder
shall remain and continue in full force and effect notwithstanding the said novation of the Contract;



 


		(b)	with effect as from the Effective Time (as defined in
the Deed of Novation) the New Buyer shall be and is hereby substituted in place of the Original Buyer as the  “Buyer”
in the Letter of Guarantee and the Letter of Guarantee shall henceforth be construed and treated, and we shall be bound by the
Letter of Guarantee, in all respects as if the New Buyer was the “Buyer” instead of the Original Buyer;



 


		(c)	with effect as from the Effective Time (as defined in
the Deed of Novation), references in the Letter of Guarantee to the “Contract” shall henceforth be references to the
Contract as novated and amended by the Deed of Novation and as from time to time hereafter amended and shall also be deemed to
include the Deed of Novation and the obligations of the New Buyer thereunder; and



 


		(d)	with effect as from the Effective Time (as defined in
the Deed of Novation), the Letter of Guarantee (as amended and supplemented by this Supplemental Letter) shall be a guarantee
of, and we hereby guarantee, the obligations of the Builder on the terms and conditions set out in the Letter of Guarantee (as
amended and supplemented).



 


Subject to the foregoing, all other terms and conditions contained
in the Letter of Guarantee shall remain in full force and effect.


 


We further confirm that if for whatever
reason the novation of the Contract does not become effective in accordance with the terms and provisions of the Deed of Novation,
our obligations under the Letter of Guarantee shall remain and continue in full force and effect notwithstanding any such non-effectiveness
of the novation under the Deed of Novation.





 


Yours faithfully


 


	 
	 
	For and on behalf of
	 
	Export-Import Bank of Korea
	 
	By:	 
	 
	Name:
	 
	Title:





 






    	PAGE 12



    	 



    




 


SCHEDULE 3



 


FORM OF EFFECTIVE TIME NOTICE 


 


		To:	Diamond S Shipping Group Inc. (“DSM”) for
and on behalf of themselves and the New Buyers (as defined below))



 


Metrostar Management Corp. (“Metrostar”)
for and on behalf of themselves and the Original Buyers (as defined below)


 


SPP Shipbuilding Co., Ltd (“Builder”)


 


SeaQuest Marine Project Management Limited
(“SeaQuest”)


 


Export-Import Bank of Korea


 


Kookmin Bank


 


Shinhan Bank


 


Woori Bank


 


Carina Shipping & Trading S.A.,
(“Carina”)


 


Signus Trading Co. Ltd., (“Signus”)


 


Lyra Maritime Company, (“Lyra”)


 


Vulpecula Shipping Company, (“Vulpecula”)


 


Alsafi Navigation Co., (“Alsafi”)


 


Pavonis Marine Limited, (“Pavonis”)


 


Taygeta Corporation, (“Taygeta”)


 


Lacerta Marine S.A., (“Lacerta”)


 


Draconis Maritime Co. S.A. , (“Draconis”)


 


Polaris Shipholding Corp., (“Polaris”)


 


(Carina, Signus, Lyra, Vulpecula, Alsafi,
Pavonis, Taygeta, Lacerta, Draconis and Polaris, together the “Original Buyers”).


 


SPP 1 LLC (“SPP 1”)


 


SPP 2 LLC (“SPP 2”)


 


SPP 3 LLC (“SPP 3”)


 




    	PAGE 13



    	 



    




 


SPP 4 LLC (“SPP 4”)


 


SPP 5 LLC (“SPP 5”)


 


SPP 6 LLC (“SPP 6”)


 


SPP 7 LLC (“SPP 7”)


 


SPP 8 LLC (“SPP 8”)


 


SPP 9 LLC (“SPP 9”)


 


SPP 10 LLC (“SPP 10”)


 


(SPP 1, SPP 2, SPP 3, SPP 4, SPP 5, SPP 6, SPP 7, SPP 8, SPP
9, SPP 10, together the “New Buyers”)


 


We refer to:


 


		1.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1177 Novation”) among the Builder, Carina (as the original buyer) and SPP 7 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Carina
for the vessel with the Builder’s Hull No. S-1177.



 


		2.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1178 Novation”) among the Builder, Signus (as the original buyer) and SPP 8 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Signus
for the vessel with the Builder’s Hull No. S-1178.



 


		3.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1183 Novation”) among the Builder, Lyra (as the original buyer) and SPP 9 (as the new buyer) in respect of
the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Lyra for
the vessel with the Builder’s Hull No. S-1183.



 


		4.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1184 Novation”) among the Builder, Vulpecula (as the original buyer) and SPP 10 (as the new buyer) in respect
of the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Vulpecula
for the vessel with the Builder’s Hull No. S-1184.



 


		5.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5130 Novation”) among the Builder, Alsafi (as the original buyer) and SPP 1 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Alsafi
for the vessel with the Builder’s Hull No. S-5130.



 




    	PAGE 14



    	 



    




 


		6.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5131 Novation”) among the Builder, Pavonis (as the original buyer) and SPP 2 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Pavonis
for the vessel with the Builder’s Hull No. S-5131.



 


		7.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5132 Novation”) among the Builder, Taygeta (as the original buyer) and SPP 3 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Taygeta
for the vessel with the Builder’s Hull No. S-5132.



 


		8.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5133 Novation”) among the Builder, Lacerta (as the original buyer) and SPP 4 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Lacerta
for the vessel with the Builder’s Hull No. S-5133.



 


		9.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5134 Novation”) among the Builder, Draconis (as the original buyer) and SPP 5 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Draconis
for the vessel with the Builder’s Hull No. S-5134.



 


		10.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5135 Novation”) among the Builder, Polaris (as the original buyer) and SPP 6 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Polaris
for the vessel with the Builder’s Hull No. S-5135.



 


		11.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“Supervision Novation”) among the Original Buyers, the New Buyers and SeaQuest in respect of the agreement for
the supervision of the construction of certain vessels under construction by the Builder dated 27 March 2013 (as amended and supplemented
to the date hereof, including, but not limited to, by an addendum no.1 dated 14 August 2013, an addendum no.2 dated 17 December
2013, an addendum no.3 dated 14 January 2014 and an addendum no.4 dated 14 January 2014) between the Original Buyers and SeaQuest.



 


(the S-1177 Novation, the S-1178 Novation,
the S-1183 Novation, S-1184 Novation, the S-5130 Novation, the S-5131 Novation, the S-5132 Novation, the S-5133 Novation, the S-5134
Novation and the S-5135 Novation, and the Supervision Novation together the “Novations”).


 


We hereby acknowledge and confirm that the Effective Time for
the purposes of each of the Novations shall be [●] [London] time on [●] 2014.


 


This notice may be entered into in the
form of counterparts executed by one or more of the signatories and provided all the signatories shall so execute this notice,
each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken


 




    	PAGE 15



    	 



    

 


together, they shall constitute one instrument.
A signed copy received by fax or as a “.pdf” file shall be deemed to be an original.


 


Signed by:


 


For and on behalf of


METROSTAR MANAGEMENT CORP.


 


and the ORIGINAL BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


DIAMOND S SHIPPING GROUP INC.


 


and the NEW BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


SPP SHIPBUILDING CO., LTD.


 


Signed by:


 


For and on behalf of


SEAQUEST MARINE PROJECT MANAGEMENT LIMITED


 




    	PAGE 16



    	 



    




 


SCHEDULE 4


 


PART A – INITIAL EXTRAS


 


	(1)	(2)
	Initial Extras	Initial Extras Cost
	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	US$1,843,000
	Extra Cost to Yard. Dec 11, 2012	US$470,000


 


PART B – PLAN APPROVAL EXTRAS


 


	(1)	(2)
	Plan Approval Extras	Plan Approval Costs
	
        Hull No. S-5130 Extra Credit Cost Items List. Date 02/01/2014

         

        Extra Makers List Selection. May 20, 2013
	US$219,104


 




    	PAGE 17



    	 



    

  


SCHEDULE 5


 


PAYMENT SCHEDULE





 





	Contract
    Price and Terms of Payments under Article II of the Original Contract	 
	Contract Price	 	 	1st Payment	 	 	Steel Cutting	 	 	Keel Laying	 	 	Delivery	 
	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 
	 	38,970,000	 	 	 	1,000,000 (paid)	 	 	 	4,625,000 (paid)	 	 	 	4,625,000	 	 	 	28,720,000	 








 




    	PAGE 18



    	 



    







 


SCHEDULE 6 


 


NOTICE OF ASSIGNMENT 


 


[form of notice to REFUND GUARANTOR] 


 


To:  Export-Import Bank of Korea 


 





[l]
2014  







 


Dear Sirs 


 


Letter of Guarantee number M0902-304-LG-00510
dated 4 April 2013 as amended by an amendment dated 5 April 2013 and a further amendment dated 18 April 2013 (the “Refund
Guarantee”)


 


We refer to the Refund Guarantee
issued by you to ourselves in connection with the shipbuilding contract dated 14 December 2012 between SPP Shipbuilding Co.,
Ltd., a company organised and existing under the laws of the Republic of Korea with its registered office at #1988,
Chojeon-ri, Sanam-myeon, Sacheon-si, Gyeongsangnam-do, Korea (the “Builder”) and ourselves as amended and
supplemented to the date hereof (including, but not limited to by an Amendment Agreement No.1 dated 27 March 2013 and an
Addendum No.1 dated 5 April 2013) (the “Contract”) pursuant to which the Builder agreed to design,
construct and deliver, and we agreed to purchase and take delivery of one 50,300 DWT Product Oil/Chemical Tanker with
Builder’s Hull No. S-5130 (the “Vessel”) subject to and upon the terms and conditions therein
contained. 


 


We
now hereby notify you that by a novation agreement dated [l]
2014   (the “Novation Agreement”), in respect of the Contract we have novated and in respect of the
Refund Guarantee we have assigned with effect as from the Effective Time as defined in the Novation Agreement to SPP 1 LLC
(the “New Buyer”) absolutely all interests and rights which now or at any later time we have under, in or
in connection with the Contract and the Refund Guarantee including, but not limited to: 


 


		(1)	the right to cancel, reject, rescind or terminate the
Contract under Article X or otherwise;



 


		(2)	the right to demand and receive the refund of instalments
of the Contract Price of the Vessel (as such term is defined in the Contract, which expression has the same meaning in this notice)
payable by the Builder thereunder following lawful termination of the Contract by the New Buyer); and



 


		(3)	the right to demand and to receive all payments under
or in connection with the Refund Guarantee.



 


We hereby notify you that:


 


		(a)	we may not further assign or charge any of our rights
under the Refund Guarantee,



 


		(b)	all our rights, powers, authorities, discretions and
remedies now and hereafter under and in connection with the Refund Guarantee are vested absolutely in the New Buyer and 



 






    	PAGE 19



    	 



    

 


shall
be exercisable and enforceable by the New Buyer alone. In particular, but without limiting this, without the prior written consent
of the New Buyer:


 


		(i)	no amendment or variation of the Refund Guarantee may
be made,



 


		(ii)	the Refund Guarantee may not be released or cancelled
or terminated by us,



 


		(iii)	no breach by you of your obligations under the Refund
Guarantee can be waived, and



 


		(iv)	no release, waiver, suspension or subordination may be
given of any rights, powers, authorities, discretions or remedies as are specified in this paragraph (b) above.



 


We request you to issue to the New Buyer an acknowledgement
of receipt of this notice in the attached form.


 


We irrevocably undertake not to give any
instructions or send any communications which would be in any way be inconsistent with the terms of your letter to the New Buyer;
and you are irrevocably instructed to disregard any instruction or communication which you or the New Buyer consider to be inconsistent
with the terms of that letter.


 


A copy of this letter is being sent to the New Buyer.


 


Yours faithfully


 


	 	 
	for and on behalf of	 
	Alsafi Navigation Co.	 


 






    	PAGE 20



    	 



    

 


Attachment to Notice of Assignment


 


[Supplemental Letter]


 






    	PAGE 21



    	 



    

  


SCHEDULE 7


 


FULL TEXT OF INITIAL EXTRAS


 




    	PAGE 22



    	 



    

  


SCHEDULE 8


 


FULL TEXT OF PLAN APPROVAL EXTRAS


 




    	PAGE 23



    	 



    

  


SCHEDULE 9


 


ORIGINAL CONTRACT


 




    	PAGE 24



    	 



    

  


SCHEDULE 10


 


LETTER OF GUARANTEE


 




    	PAGE 25



    	 



    

  


EXECUTION PAGE


 


	Executed and delivered as a deed by	)	 
	SPP SHIPBUILDING CO., LTD.	)	 
	Acting by )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 


	Executed and delivered as a deed by	)	 
	ALSAFI NAVIGATION CO.	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 





 


	Executed and delivered as a deed by	)	 
	SPP 1 LLC	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 




    	PAGE 26



    	 



    




 


ANNEX 6 


 


PRO-FORMA S-5131 NOVATION AGREEMENT 


 






    	 



    	 



    

 


S-513 1NOVATION AGREEMENT 


 


THIS  DEED is made on [●] 2014


 


AMONG: 


 


		(1)	SPP SHIPBULDING CO., LTD., a company organised
and existing under the laws of the Republic of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si,
Gyeongsangnam-do, Korea (“Builder”);



 


		(2)	PAVONIS MARINE LIMITED, a company organised and
existing under the laws of the Republic of Liberia with its registered office at 80 Broad Street, Monrovia, Republic of Liberia
(“Original Buyer”); and



 


		(3)	SPP 2 LLC, a company organised and existing under
the laws of the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands, MH 96960 (“New Buyer”)



 


(the Builder, the Original Buyer and the New Buyer
together referred to as “Parties” or individually as a “Party”).


 


WHEREAS 


 


		(A)	By a shipbuilding contract dated 14 December 2012 between
(1) the Builder and (2) the Original Buyer, the Builder has agreed to design, construct, launch, equip and complete for the Original
Buyer, and the Original Buyer has agreed to purchase, one (1) 50,300 DWT product oil/chemical tanker more fully described in Article
I thereof with Builder’s Hull No. S-5131 (“Vessel”) at the Builder’s shipyard in Korea upon the
terms and conditions set out therein (as amended and supplemented by an Amendment Agreement No.1 dated 27 March 2013 and an Addendum
No.1 dated 5 April 2013, and including the Specifications, “Original Contract”),
a copy of which is attached at Schedule 9.



  


		(B)	The Original Buyer has paid to the Builder the first
instalment and second instalment of the Contract Price under the Original Contract totalling United States Dollars five million,
six hundred and twenty five thousand only (US$5,625,000).



 


		(C)	By a letter of guarantee no. M0902-304-LG-00527 dated
4 April 2014 (as amended by an amendment dated 5 April 2013 and by a further amendment dated 18 April 2013, “Letter of
Guarantee”) issued by The Export-Import Bank of Korea (“Refund Guarantor”), a copy of which is attached
at Schedule 10, in favour of the Original Buyer, the Refund Guarantor has guaranteed the refund by the Builder of the pre-delivery
instalments paid and to be paid by the Original Buyer to the Builder under the Original Contract on the terms and conditions set
out therein.



 


		(D)	The Original Buyer and the New Buyer have agreed that
the rights and obligations of the Original Buyer under the Original Contract shall be assumed by the New Buyer and the rights
under the Letter of Guarantee shall be assigned and transferred to the New Buyer



 






    	 



    	 



    

 


and have requested the Builder
to agree to this in accordance with Article XIII of the Contract.


 


		(E)	This Deed sets out the terms and conditions upon which
the New Buyer, with the consent of the Builder, shall be substituted for the Original Buyer as the buyer of the Vessel under the
Original Contract and upon which the Letter of Guarantee shall be assigned and transferred to the New Buyer.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS 



  


		(a)	In this Deed (including in the Recitals):



 


“Consultant”
means Seaquest Marine Project Management Limited;


 


“Effective Time”
means the date and time stated to be the “Effective Time” in the Effective Time Notice;


 


“Effective Time Notice”
means a written notice executed by the Parties in the form and on the terms of Schedule 3;


 


“Initial Extras”
means the agreed extras to the Original Contract as set out in Schedule 4 Part A and the cost of which is incorporated within the
Contract Price (as such term is defined in Article II.1 of the Original Contract) and a copy of the full text of which is attached
at Schedule 7 (“Full Text of Initial Extras”);


 


“Long Stop date”
means 28 March 2014; 


 


“Novated Contract”
means the Original Contract as novated by this Deed;


 


“Overall Agreement”
means the agreement dated [●] 2014 between, inter alios, the New Buyer and the Old Buyer in relation to, inter alia, the
novation of the Original Contract;


 


“Payment Schedule”
means the summary of the payment obligations and the status of payments by the Original Buyer under the Original Contract as set
out at Schedule 5;


 


“Plan Approval Extras”
means the plan approval extras as set out in Schedule 4 Part B agreed between the Original Buyer and the Builder up to the Effective
Time and a copy of the full text of which is attached at Schedule 8 (“Full Text of Plan Approval Extras”);


 


“Plan Approval Extras
Cost” means the cost as agreed between the Original Buyer and the Builder for the Plan Approval Extras to become due
and payable to the Builder at the time of delivery of the Vessel under the Original Contract;


  




    	PAGE 2



    	 



    

  


“Specifications”
means the Builder's Full Specifications with reference number 50CTFS02-12123 dated 11 December 2012 (it being agreed and acknowledged
between the Parties that reference to “50CTFS02-SPP12123” in the Original Contract is incorrect), the Comment
Reply Table with reference number 50CTCT02-12123 dated 11 December 2012, the General Arrangement Plan reference number 50CTGA02-12123
dated 11 December 2012, the Accommodation Arrangement Plan with reference number 50CTAA02-12123 dated 11 December 2012 (it being
agreed and acknowledged between the Parties that reference to “50CTGA02-12123” in the Original Contract is incorrect)and
the Manufacturer's List with reference number 50CTML02-12123 dated 11 December 2012;


 


“Supervision Agreement”
means the contract for the supervision of the construction of, inter alia, the Vessel dated 27 March 2013 (as amended and supplemented
by an Addendum No.1 dated 14 August 2013, an Addendum No.2 dated 17 December 2013, an Addendum No. 3 dated 14 January 2014 and
an Addendum No. 4 dated 14 January 2014) among, inter alios, the Consultant and the Original Buyer (represented by Metrostar Management
Corp.);


 


“Supervision Novation
Agreement” means the novation agreement entered into or to be entered into among, inter alios, the Original Buyer, the
New Buyer and the Consultant in respect of the Supervision Agreement on or about the date of this Deed; and


 


“Supplemental Letter”
means the letter, supplemental to the Letter of Guarantee, to be issued by the Refund Guarantor to the New Buyer, substantially
in the form set out in Schedule 2 hereto.


 


		2.	ORIGINAL BUYER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Original Buyer represents and warrants to each of
the other Parties that:



 


		(i)	the Original Buyer is duly incorporated under the laws of the Republic of Liberia and has power
and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated by the
Original Contract and this Deed;



 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Original Buyer and do not contravene any applicable law, regulation or order binding on the Original Buyer or
any of its assets or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Original Buyer of the Original Contract
and this Deed nor the consummation of any of the transactions by the Original Buyer contemplated by the Original Contract



 




    	PAGE 3



    	 



    

  


and this Deed, require the consent
or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental
authority or agency, except such as have been obtained and are in full force and effect;


 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute valid, legally
binding and enforceable obligations of the Original Buyer;



 


		(v)	the Original Buyer's rights under the Original Contract are not subject to any mortgage, charge
(whether fixed of floating), pledge, lien, hypothecation, assignment, security interest or other encumbrance securing any obligation
of any person;



 


		(vi)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vii)	as far as the Original Buyer is aware, there are no disputes outstanding between the Original Buyer
and the Builder under the Original Contract, nor is the Original Buyer aware of any unremedied defaults by the Builder under the
Original Contract; and



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract.



 


		(b)	The Original Buyer represents and warrants to the New
Buyer that:



 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant to the Original Contract
have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee; and



 


		(ii)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim against the New Buyer and/or the Hull in respect of the Plan Approval Extras Costs.



 


		3.	BUILDER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Builder represents and warrants to each of the other
Parties that the following statements are, at the date hereof, true and accurate:



 


		(i)	the Builder is duly incorporated with limited liability under the laws of the Republic of Korea
and has full power and authority to enter into and



 




    	PAGE 4



    	 



    

 


perform its obligations under
this Deed and to consummate the transactions contemplated by the Original Contract and this Deed;


 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Builder and do not contravene any applicable law, regulation or order binding on the Builder or any of its assets
or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Builder of the Original Contract and this
Deed nor the consummation of any of the transactions by the Builder contemplated by the Original Contract and this Deed, require
the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any
governmental authority or agency, except such as have been obtained and are in full force and effect;



 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute legal, valid
binding and enforceable obligations of the Builder;



 


		(v)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vi)	so far as the Builder is aware, there are no disputes outstanding between the Builder and the Original
Buyer under the Original Contract, nor is the Builder aware of any unremedied defaults by the Original Buyer under the Original
Contract;



 


		(vii)	on the date of this Deed there is no claim by the Builder for a postponement of the Delivery Date
including, but not limited to, by reason of modifications under Article V of the Original Contract or force majeure under Article
VIII of the Original Contract;



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract; and



 


		(ix)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim and shall make no claim and shall take no action against the New Buyer and/or the Hull, including
but not limited to delaying delivery of the Hull for any reason related to payment in respect of the Plan Approval Extras Costs.



 




    	PAGE 5



    	 



    

 


		(b)	The Builder represents and warrants to the New Buyer
that:



 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant pursuant to the Original
Contract have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee;



 


		(ii)	the Initial Extras and the Initial Extras Costs are correct and complete and the Initial Extras
Costs are included in the Contract Price (as defined in Article II.1 of the Shipbuilding Contract) for the Vessel;



 


		(iii)	the Plan Approval Extras and the Plan Approval Extras Costs are correct and complete; and



 


		(iv)	the Payment Schedule is a correct and complete summary of the payment obligations and the status
of payments by the Original Buyer under the Original Contract.



 


		4.	NEW BUYER’S REPRESENTATIONS AND WARRANTIES



 


The New Buyer represents and warrants to each of the other Parties
that:


 


		(a)	the New Buyer is duly incorporated with limited liability under the laws of the Republic of the
Marshall Islands and has full power and authority to enter into and perform its obligations under this Deed and the Novated Contract
and to consummate the transactions contemplated by this Deed and the Novated Contract;



 


		(b)	the execution, delivery and performance of this Deed and the consummation of the transactions contemplated
by this Deed and the Novated Contract have been duly authorised by all necessary corporate action on the part of the New Buyer
and do not contravene any applicable law, order or regulation binding on the New Buyer or any of its assets or its constitutional
documents;



 


		(c)	neither the execution, delivery and performance by the New Buyer of this Deed or the Novated Contract,
nor the consummation of any of the transactions by the New Buyer contemplated by this Deed or the Novated Contract, require the
consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental
authority or agency, except such as have been obtained and are in full force and effect; and



 


		(d)	this Deed constitutes legal, valid and binding obligations of the New Buyer and the Novated Contract
will constitute (as and with effect from the Effective Time) legal, valid and binding obligations of the New Buyer.



 


 




    	PAGE 6



    	 



    

 


		5.	NOVATION 



 


		(a)	The Parties hereby agree that, with effect from the Effective Time, the New Buyer shall be and
is hereby substituted in the place of the Original Buyer as a party to the Original Contract and that the Original Contract shall
henceforth be construed and treated in all respects as if the New Buyer was named therein as the “BUYER” instead of
the Original Buyer.



 


		(b)	The New Buyer hereby agrees with the Builder that, as and with effect from the Effective Time,
the New Buyer shall duly and punctually perform and discharge all liabilities and/or obligations whatsoever from time to time to
be performed or discharged by it or by virtue of the Original Contract in all respects as if the New Buyer was (and had at all
times been) named in the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(c)	The Builder hereby agrees with the New Buyer that, as and with effect from the Effective Time,
the Builder shall be bound by the Original Contract in all respects as if the New Buyer was (and had at all times been) named in
the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(d)	The Builder and the Original Buyer hereby, as and with effect from the Effective Time, mutually
release and discharge each other from all liabilities, obligations, claims and demands whatsoever touching or concerning the Original
Contract or arising out of or in connection with the building of the Vessel and in respect of anything done or omitted to be done
under or in connection therewith and any such liabilities, obligations, claims and demands by each of the Builder and the Original
Buyer will be extinguished from the Effective Time.



 


		(e)	Upon and with effect from the Effective Time the Original Buyer unconditionally, with full title
guarantee, assigns and transfers absolutely all of its right, title and interest in the Letter of Guarantee to the New Buyer.



 


		(f)	Promptly after the execution of this Deed the Original Buyer shall give notice (whether by personal
delivery or by fax or by SWIFT (or equivalent authenticated message) in substantially the form set out in Schedule 6 (Notice
of Assignment) to the Refund Guarantor (with a copy to the New Buyer) of the assignment and transfer of the Letter of Guarantee
on the terms set out in this Deed and shall use all reasonable endeavours to procure that the Refund Guarantor shall promptly after
receipt of such notice execute the Supplemental Letter or (as the case may be) issue the Supplemental Letter and send the same
to the New Buyer (whether by fax or by SWIFT (or equivalent authenticated message).



 


		6.	CONDITIONS 



 


		(a)	The provisions of Clauses 5 and 7 shall be conditional
upon and shall only take effect upon receipt by the Parties of executed copies of the Effective Time Notice.



 




    	PAGE 7



    	 



    

 


		(b)	If the above condition has not been met by the Longstop
Date or such later period as may be agreed between the Parties, this Deed shall become null and void and none of the Parties shall
have any claim against or liability to the others.



 


		7.	PAYMENT 



 


The consideration for the novation shall be paid
by the New Buyer to the Old Buyer in accordance with the terms of the Overall Agreement,


 


		8.	AMENDMENTS TO THE ORIGINAL CONTRACT 



 


		(a)	As and with effect from the Effective Time, the Original
Contract shall be amended and supplemented in accordance with the terms of Schedule 1 hereto but, subject to the terms and conditions
of this Deed and save for the substitution of the New Buyer as the “BUYER” under the Original Contract, the Original
Contract shall remain valid, binding and in full force and effect.



 


		(b)	The Parties hereby acknowledge that the Consultant shall
remain the supervisor or supervisors to be the ‘Supervisors’ of the New Buyer under Article IV.2 of the Original Contract
and the Supervision Agreement shall be novated by the Original Buyer to the New Buyer in accordance with the terms of the Supervision
Novation Agreement.



 


		9.	COUNTERPARTS 



 


This Deed may be entered into
in the form of counterparts executed by one or more of the Parties and provided all the Parties shall so execute this Deed, each
of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall
constitute one instrument.


 


		10.	AMENDMENTS TO THIS DEED



 


This Deed may be amended only by an instrument in
writing signed by all of the Parties.


 


		11.	WAIVER



 


Any waiver of any right, power
or privilege by any of the Parties shall be in writing signed by such Party. No failure or delay by any Party to exercise any right,
power or privilege under this Deed shall operate as waiver of that right, power or privilege nor shall any single or partial exercise
of that right, power or privilege preclude any further exercise of that right, power or privilege. The right and remedies provided
in this Deed are cumulative and not exclusive of any rights and remedies provided by law.


 




    	PAGE 8



    	 



    

 


		12.	LAW AND ARBITRATION



 


		(a)	This Deed (including any non-contractual obligations
arising out of or in connection with the same) shall be governed by and construed in accordance with English law.



 


		(b)	Any dispute between the Parties or any of them as to
any matter arising out of or in connection with this Deed shall be settled by arbitration in London, England in accordance with
Article XII.2 of the Original Contract.



 


		(c)	No term of this Deed is enforceable under the terms of
the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party.



 


IN WITNESS WHEREOF the Parties have caused this Deed
to be duly executed by their duly authorized officers and/or attorney-in-fact on the date and year first above written.


 




    	PAGE 9



    	 



    

 


SCHEDULE 1


 


AMENDMENTS


 


As and with effect from the Effective Time the Original Contract
shall be amended as follows:


 


		(1)	All references to “this Contract” shall be construed as meaning the Original Contract as novated and amended and/or
supplemented by this Deed.



 


		(2)	Article XVII – replace the paragraphs starting from “To the BUYER:” until
                                                           “commercial@metrofin.gr” and replace with:



 


To the BUYER:


 


		Address:	33 Benedict Place



 


2nd Floor.


 


Greenwich,


 


CT 06830


 


United States of America


 


		Email:	management@diamondsshipping.com



 


		Attention:	Craig H. Stevenson Jr., CEO.



 


		Copy to:	Randi C. Lesnick at Jones Day.



Email: rclesnick@jonesday.com


 


and


 


Jessica Maitra and Stephen Mackin
at Eversheds.


Email: JessicaMaitra@eversheds.com


StephenMackin@eversheds.com


 






    	PAGE 10



    	 



    

   


SCHEDULE 2


 


 SUPPLEMENTAL LETTER


 


		To:	SPP 7 LLC



33 Benedict Place


2nd Floor


Greenwich


CRT06830


United States of America


 


		Attn:	Craig H. Stevenson Jr.



 


[●] 2014


 


Dear Sirs





LETTER OF GUARANTEE NO. M0902-304-LG-00527 


 


We refer to:-


 


		(1)	the shipbuilding contract dated 14 December 2012 as amended
and supplemented by an Amendment Agreement No.1 dated 27 March 2013 and an Addendum No.1 dated 5 April 2013 (“Contract”)
made between (1) SPP Shipbuilding Co., Ltd. (“Builder”) as builder and (2) Pavonis Marine Limited (“Original
Buyer”) as buyer pursuant to which the Builder agreed to design, launch, outfit and complete for the Original Buyer
one (1) 50,300 DWT product oil/chemical tanker (Builder’s Hull No. S-5131) upon the terms and conditions set out therein;



 


		(2)	the deed of novation dated [●] 2014 (“Deed
of Novation”) made between (1) the Builder, (2) SPP 2 LLC (“New Buyer”) and (3) the Original Buyer pursuant
to which the parties thereto have agreed to novate certain rights and obligations of such parties under the Contract upon the
terms and subject to the conditions set out therein to the effect that the Original Buyer shall be substituted as buyer under
the Contract by the New Buyer; and



 


		(3)	the letter of guarantee no. M0902-304-LG-00527 dated
4 April 2013 (as amended by an amendment dated 5 April 2013 and by a further amendment dated 18 April 2013, “Letter of
Guarantee”) issued by us in favour of the Original Buyer in respect of the Builder’s obligations and liabilities
under the Contract and the assignment of the Letter of Guarantee by the Original Buyer in favour of the New Buyer as provided
in the Deed of Novation.



 


We hereby confirm that we have received
prior written notice of the assignment in accordance with the terms and conditions of the Letter of Guarantee and that we have
received written notice of the assignment of the Letter of Guarantee with effect from the Effective Time (as defined in the Deed
of Novation) from the Original Buyer, reviewed the terms of the Deed of Novation, and consent to the novation of the Contract on
the terms and conditions set out in the Deed of Novation and agree that:


 








    	PAGE 11



    	 



    




 





 












 


		(a)	the Letter of Guarantee and our obligations thereunder shall remain and continue in full force
and effect notwithstanding the said novation of the Contract;



 


		(b)	with effect as from the Effective Time (as defined in the Deed of Novation) the New Buyer shall
be and is hereby substituted in place of the Original Buyer as the “Buyer” in the Letter of Guarantee and the Letter
of Guarantee shall henceforth be construed and treated, and we shall be bound by the Letter of Guarantee, in all respects as if
the New Buyer was the “Buyer” instead of the Original Buyer;



 


		(c)	with effect as from the Effective Time (as defined in the Deed of Novation), references in the
Letter of Guarantee to the “Contract” shall henceforth be references to the Contract as novated and amended by the
Deed of Novation and as from time to time hereafter amended and shall also be deemed to include the Deed of Novation and the obligations
of the New Buyer thereunder; and



 


		(d)	with effect as from the Effective Time (as defined in the Deed of Novation), the Letter of Guarantee
(as amended and supplemented by this Supplemental Letter) shall be a guarantee of, and we hereby guarantee, the obligations of
the Builder on the terms and conditions set out in the Letter of Guarantee (as amended and supplemented).



 


Subject to the foregoing, all other terms and conditions contained
in the Letter of Guarantee shall remain in full force and effect.


 


We further confirm that if for whatever
reason the novation of the Contract does not become effective in accordance with the terms and provisions of the Deed of Novation,
our obligations under the Letter of Guarantee shall remain and continue in full force and effect notwithstanding any such non-effectiveness
of the novation under the Deed of Novation.


 


	Yours faithfully 
	 
	 
	 
	For and on behalf of
	 
	Export-Import Bank of Korea 
	 
	By: 	 
	 
	Name:
	 
	Title:


 




    	PAGE 12



    	 



    




 


SCHEDULE 3



 


FORM OF EFFECTIVE TIME NOTICE 


 


		To:	Diamond S Shipping Group Inc. (“DSM”) for
and on behalf of themselves and the New Buyers (as defined below))



 


Metrostar Management Corp. (“Metrostar”)
for and on behalf of themselves and the Original Buyers (as defined below)


 


SPP Shipbuilding Co., Ltd (“Builder”)


 


SeaQuest Marine Project Management Limited
(“SeaQuest”)


 


Export-Import Bank of Korea


 


Kookmin Bank


 


Shinhan Bank


 


Woori Bank


 


Carina Shipping & Trading S.A.,
(“Carina”)


 


Signus Trading Co. Ltd., (“Signus”)


 


Lyra Maritime Company, (“Lyra”)


 


Vulpecula Shipping Company, (“Vulpecula”)


 


Alsafi Navigation Co., (“Alsafi”)


 


Pavonis Marine Limited, (“Pavonis”)


 


Taygeta Corporation, (“Taygeta”)


 


Lacerta Marine S.A., (“Lacerta”)


 


Draconis Maritime Co. S.A. , (“Draconis”)


 


Polaris Shipholding Corp., (“Polaris”)


 


(Carina, Signus, Lyra, Vulpecula, Alsafi,
Pavonis, Taygeta, Lacerta, Draconis and Polaris, together the “Original Buyers”).


 


SPP 1 LLC (“SPP 1”)


 


SPP 2 LLC (“SPP 2”)


 


SPP 3 LLC (“SPP 3”)


 




    	PAGE 13



    	 



    




 


SPP 4 LLC (“SPP 4”)


 


SPP 5 LLC (“SPP 5”)


 


SPP 6 LLC (“SPP 6”)


 


SPP 7 LLC (“SPP 7”)


 


SPP 8 LLC (“SPP 8”)


 


SPP 9 LLC (“SPP 9”)


 


SPP 10 LLC (“SPP 10”)


 


(SPP 1, SPP 2, SPP 3, SPP 4, SPP 5, SPP 6, SPP 7, SPP 8, SPP
9, SPP 10, together the “New Buyers”)


 


We refer to:


 


		1.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1177 Novation”) among the Builder, Carina (as the original buyer) and SPP 7 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Carina
for the vessel with the Builder’s Hull No. S-1177.



 


		2.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1178 Novation”) among the Builder, Signus (as the original buyer) and SPP 8 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Signus
for the vessel with the Builder’s Hull No. S-1178.



 


		3.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1183 Novation”) among the Builder, Lyra (as the original buyer) and SPP 9 (as the new buyer) in respect of
the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Lyra for
the vessel with the Builder’s Hull No. S-1183.



 


		4.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1184 Novation”) among the Builder, Vulpecula (as the original buyer) and SPP 10 (as the new buyer) in respect
of the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Vulpecula
for the vessel with the Builder’s Hull No. S-1184.



 


		5.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5130 Novation”) among the Builder, Alsafi (as the original buyer) and SPP 1 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Alsafi
for the vessel with the Builder’s Hull No. S-5130.



 




    	PAGE 14



    	 



    




 


		6.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5131 Novation”) among the Builder, Pavonis (as the original buyer) and SPP 2 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Pavonis
for the vessel with the Builder’s Hull No. S-5131.



 


		7.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5132 Novation”) among the Builder, Taygeta (as the original buyer) and SPP 3 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Taygeta
for the vessel with the Builder’s Hull No. S-5132.



 


		8.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5133 Novation”) among the Builder, Lacerta (as the original buyer) and SPP 4 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Lacerta
for the vessel with the Builder’s Hull No. S-5133.



 


		9.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5134 Novation”) among the Builder, Draconis (as the original buyer) and SPP 5 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Draconis
for the vessel with the Builder’s Hull No. S-5134.



 


		10.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5135 Novation”) among the Builder, Polaris (as the original buyer) and SPP 6 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Polaris
for the vessel with the Builder’s Hull No. S-5135.



 


		11.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“Supervision Novation”) among the Original Buyers, the New Buyers and SeaQuest in respect of the agreement for
the supervision of the construction of certain vessels under construction by the Builder dated 27 March 2013 (as amended and supplemented
to the date hereof, including, but not limited to, by an addendum no.1 dated 14 August 2013, an addendum no.2 dated 17 December
2013, an addendum no.3 dated 14 January 2014 and an addendum no.4 dated 14 January 2014) between the Original Buyers and SeaQuest.



 


(the S-1177 Novation, the S-1178 Novation,
the S-1183 Novation, S-1184 Novation, the S-5130 Novation, the S-5131 Novation, the S-5132 Novation, the S-5133 Novation, the S-5134
Novation and the S-5135 Novation, and the Supervision Novation together the “Novations”).


 


We hereby acknowledge and confirm that the Effective Time for
the purposes of each of the Novations shall be [●] [London] time on [●] 2014.


 


This notice may be entered into in the
form of counterparts executed by one or more of the signatories and provided all the signatories shall so execute this notice,
each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken


 




    	PAGE 15



    	 



    

 


together, they shall constitute one instrument.
A signed copy received by fax or as a “.pdf” file shall be deemed to be an original.


 


Signed by:


 


For and on behalf of


METROSTAR MANAGEMENT CORP.


 


and the ORIGINAL BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


DIAMOND S SHIPPING GROUP INC.


 


and the NEW BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


SPP SHIPBUILDING CO., LTD.


 


Signed by:


 


For and on behalf of


SEAQUEST MARINE PROJECT MANAGEMENT LIMITED


 




    	PAGE 16



    	 



    




 


SCHEDULE 4


 


PART A – INITIAL EXTRAS


 


	(1)	(2)
	Initial Extras	Initial Extras Cost
	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	US$1,843,000
	Extra Cost to Yard. Dec 11, 2012	US$470,000


 


PART B – PLAN APPROVAL EXTRAS


 


	(1)	(2)
	Plan Approval Extras	Plan Approval Costs
	
        Hull No. S-5131 Extra Credit Cost Items List. Date 02/01/2014

         

        Extra Makers List Selection. May 20, 2013
	US$202,104


 




    	PAGE 17



    	 



    






SCHEDULE 5 


 


PAYMENT SCHEDULE 


 


	Contract
    Price and Terms of Payments under Article II of the Original Contract	 
	Contract
    Price	 	 	1st
    Payment	 	 	Steel
    Cutting	 	 	Keel
    Laying	 	 	Delivery	 
	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 
	 	38,970,000	 	 	 	1,000,000 (paid)	 	 	 	4,625,000 (paid)	 	 	 	4,625,000	 	 	 	28,720,000	 



 




    	PAGE 18



    	 



    




 


SCHEDULE 6


 


NOTICE OF ASSIGNMENT


 


[form of notice to REFUND GUARANTOR]


 


To:  Export-Import Bank of Korea 


 


[l]
2014  


 


Dear Sirs 


 


Letter of Guarantee number M0902-304-LG-00527
dated 4 April 2013 as amended by an amendment dated 5 April 2013 and by a further amendment dated 18 April 2013 (the “Refund
Guarantee”).


 


We refer to the Refund Guarantee issued
by you to ourselves in connection with the shipbuilding contract dated 14 December 2012 between SPP Shipbuilding Co., Ltd., a company
organised and existing under the laws of the Republic of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si,
Gyeongsangnam-do, Korea (the “Builder”) and ourselves as amended and supplemented to the date hereof (including,
but not limited to by an Amendment Agreement No.1 dated 27 March 2013 and an Addendum No.1 dated 5 April 2013) (the “Contract”)
pursuant to which the Builder agreed to design, construct and deliver, and we agreed to purchase and take delivery of one 50,300
DWT Product Oil/Chemical Tanker with Builder’s Hull No. S-5131 (the “Vessel”) subject to and upon the
terms and conditions therein contained. 


 


We
now hereby notify you that by a novation agreement dated [l]
2014 (the “Novation Agreement”), in respect of the Contract we have novated and in respect of the Refund Guarantee
we have assigned with effect as from the Effective Time as defined in the Novation Agreement to SPP 10 LLC (the “New Buyer”)
absolutely all interests and rights which now or at any later time we have under, in or in connection with the Contract and the
Refund Guarantee including, but not limited to: 


 


		(1)	the right to cancel, reject, rescind or terminate the Contract under Article X or otherwise;




 


		(2)	the right to demand and receive the refund of instalments of the Contract Price of the Vessel (as
such term is defined in the Contract, which expression has the same meaning in this notice) payable by the Builder thereunder following
lawful termination of the Contract by the New Buyer); and 



 


		(3)	the right to demand and to receive all payments under or in connection with the Refund Guarantee.




 


We hereby notify you that:


 


		(a)	we may not further assign or charge any of our rights under the Refund Guarantee,



 


		(b)	all our rights, powers, authorities, discretions and remedies now and hereafter under and in connection
with the Refund Guarantee are vested absolutely in the New Buyer and



 




    	PAGE 19



    	 



    

 


shall be exercisable and enforceable
by the New Buyer alone. In particular, but without limiting this, without the prior written consent of the New Buyer:


 


		(i)	no amendment or variation of the Refund Guarantee may be made,



 


		(ii)	the Refund Guarantee may not be released or cancelled or terminated by us,



 


		(iii)	no breach by you of your obligations under the Refund Guarantee can be waived, and



 


		(iv)	no release, waiver, suspension or subordination may be given of any rights, powers, authorities,
discretions or remedies as are specified in this paragraph (b) above.



 


We request you to issue to the New Buyer
an acknowledgement of receipt of this notice in the attached form.


 


We irrevocably undertake not to give any
instructions or send any communications which would be in any way be inconsistent with the terms of your letter to the New Buyer;
and you are irrevocably instructed to disregard any instruction or communication which you or the New Buyer consider to be inconsistent
with the terms of that letter.


 


A copy of this letter is being sent to
the New Buyer.


 


Yours faithfully


 


	 	 
	for and on behalf of	 
	Pavonis Marine Limited	 


 




    	PAGE 20



    	 



    

 


Attachment to Notice of Assignment


 


[Supplemental Letter]


 




    	PAGE 21



    	 



    




 


SCHEDULE 7


 


FULL TEXT OF INITIAL EXTRAS


 




    	PAGE 22



    	 



    

  


SCHEDULE 8


 


FULL TEXT OF PLAN APPROVAL EXTRAS


 




    	PAGE 23



    	 



    

  


SCHEDULE 9


 


ORIGINAL CONTRACT


 




    	PAGE 24



    	 



    

  


SCHEDULE 10


 


LETTER OF GUARANTEE


 




    	PAGE 25



    	 



    

  


EXECUTION PAGE


 


	Executed and delivered as a deed by	)	 
	SPP SHIPBUILDING CO., LTD.	)	 
	Acting by )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 


	Executed and delivered as a deed by	)	 
	PAVONIS MARINE LIMITED	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 





 


	Executed and delivered as a deed by	)	 
	SPP 2 LLC	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 




    	PAGE 26



    	 



    




 


ANNEX 7 


 


PRO-FORMA S-5132 NOVATION AGREEMENT 


 




    	 



    	 



    

 


S-5132
NOVATION AGREEMENT 


 


THIS DEED is made on [●] 2014


 


AMONG: 


 


		(1)	SPP SHIPBULDING CO., LTD., a company organised and existing under the laws of the Republic
of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si, Gyeongsangnam-do, Korea (“Builder”);



 


		(2)	TAYGETA CORPORATIION, a company organised and existing under the laws of the Republic of
Liberia with its registered office at 80 Broad Street, Monrovia, Republic of Liberia (“Original Buyer”);
and



 


		(3)	SPP 3 LLC, a company organised and existing under the laws of the Republic of the
Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands,
MH 96960 (“New Buyer”)



 


(the Builder, the Original Buyer and the New Buyer
together referred to as “Parties” or individually as a “Party”).


 


WHEREAS


 


		(A)	By a shipbuilding contract dated 14 December 2012 between (1) the Builder and (2) the Original
Buyer, the Builder has agreed to design, construct, launch, equip and complete for the Original Buyer, and the Original Buyer has
agreed to purchase, one (1) 50,300 DWT product oil/chemical tanker more fully described in Article I thereof with Builder’s
Hull No. S-5132 (“Vessel”) at the Builder’s shipyard in Korea upon the terms and conditions set out therein
(as amended and supplemented by an Addendum No. 1 dated 5 April 2013, and including the Specifications, “Original Contract”),
a copy of which is attached at Schedule 9.



 


		(B)	The Original Buyer has paid to the Builder the first instalment of the Contract Price under the
Original Contract totalling United States Dollars eight million, seven hundred and twenty five thousand only (US$8,725,000).



 


		(C)	By a letter of guarantee no. 1372900021341179 dated 8 April 2013 (“Letter of Guarantee”)
issued by Woori Bank (“Refund Guarantor”), a copy of which is attached at Schedule 10, in favour of the Original
Buyer, the Refund Guarantor has guaranteed the refund by the Builder of the pre-delivery instalments paid and to be paid by the
Original Buyer to the Builder under the Original Contract on the terms and conditions set out therein.



 


		(D)	The Original Buyer and the New Buyer have agreed that the rights and obligations of the Original
Buyer under the Original Contract shall be assumed by the New Buyer and the rights under the Letter of Guarantee shall be assigned
and transferred to the New Buyer and have requested the Builder to agree to this in accordance with Article XIII of the Contract.



 




    	 



    	 



    

 


		(E)	This Deed sets out the terms and conditions upon which the New Buyer, with the consent of the Builder,
shall be substituted for the Original Buyer as the buyer of the Vessel under the Original Contract and upon which the Letter of
Guarantee shall be assigned and transferred to the New Buyer.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS 



 


		(a)	In this Deed (including in the Recitals):



 


“Consultant”
means Seaquest Marine Project Management Limited;


 


“Effective Time”
means the date and time stated to be the “Effective Time” in the Effective Time Notice;


 


“Effective Time Notice”
means a written notice executed by the Parties in the form and on the terms of Schedule 3;


 


“Initial Extras”
means the agreed extras to the Original Contract as set out in Schedule 4 Part A and the cost of which is incorporated within the
Contract Price (as such term is defined in Article II.1 of the Original Contract) and a copy of the full text of which is attached
at Schedule 7 (“Full Text of Initial Extras”);


 


“Long Stop date”
means 28 March 2014; 


 


“Novated Contract”
means the Original Contract as novated by this Deed;


 


“Overall Agreement”
means the agreement dated [●] 2014 between, inter alios, the New Buyer and the Old Buyer in relation to, inter alia, the
novation of the Original Contract;


 


“Payment Schedule”
means the summary of the payment obligations and the status of payments by the Original Buyer under the Original Contract as set
out at Schedule 5;


 


“Plan Approval Extras”
means the plan approval extras as set out in Schedule 4 Part B agreed between the Original Buyer and the Builder up to the Effective
Time and a copy of the full text of which is attached at Schedule 8 (“Full Text of Plan Approval Extras”);


 


“Plan Approval Extras
Cost” means the cost as agreed between the Original Buyer and the Builder for the Plan Approval Extras to become due
and payable to the Builder at the time of delivery of the Vessel under the Original Contract;


 


“Specifications”
means the Builder's Full Specifications with reference number 50CTFS02-12123 dated 11 December 2012 (it being agreed and acknowledged
between the Parties that reference to “50CTFS02-SPP12123” in the Original


 




    	PAGE 2



    	 



    

 


Contract is incorrect), the Comment
Reply Table with reference number 50CTCT02-12123 dated 11 December 2012, the General Arrangement Plan reference number 50CTGA02-12123
dated 11 December 2012, the Accommodation Arrangement Plan with reference number 50CTAA02-12123 dated 11 December 2012 (it being
agreed and acknowledged between the Parties that reference to “50CTGA02-12123” in the Original Contract is incorrect)and
the Manufacturer's List with reference number 50CTML02-12123 dated 11 December 2012;


 


“Supervision Agreement”
means the contract for the supervision of the construction of, inter alia, the Vessel dated 27 March 2013 (as amended and supplemented
by an Addendum No.1 dated 14 August 2013, an Addendum No.2 dated 17 December 2013, an Addendum No. 3 dated 14 January 2014 and
an Addendum No. 4 dated 14 January 2014) among, inter alios, the Consultant and the Original Buyer (represented by Metrostar Management
Corp.);


 


“Supervision Novation
Agreement” means the novation agreement entered into or to be entered into among, inter alios, the Original Buyer, the
New Buyer and the Consultant in respect of the Supervision Agreement on or about the date of this Deed; and


 


“Supplemental Letter”
means the letter, supplemental to the Letter of Guarantee, to be issued by the Refund Guarantor to the New Buyer, substantially
in the form set out in Schedule 2 hereto.


 


		2.	ORIGINAL BUYER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Original Buyer represents and warrants to each of
the other Parties that:



 


		(i)	the Original Buyer is duly incorporated under the laws of the Republic of Liberia and has power
and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated by the
Original Contract and this Deed;



 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Original Buyer and do not contravene any applicable law, regulation or order binding on the Original Buyer or
any of its assets or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Original Buyer of the Original Contract
and this Deed nor the consummation of any of the transactions by the Original Buyer contemplated by the Original Contract and this
Deed, require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any



 




    	PAGE 3



    	 



    

 


governmental authority or agency,
except such as have been obtained and are in full force and effect;


 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute valid, legally
binding and enforceable obligations of the Original Buyer;



 


		(v)	the Original Buyer's rights under the Original Contract are not subject to any mortgage, charge
(whether fixed of floating), pledge, lien, hypothecation, assignment, security interest or other encumbrance securing any obligation
of any person;



 


		(vi)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vii)	as far as the Original Buyer is aware, there are no disputes outstanding between the Original Buyer
and the Builder under the Original Contract, nor is the Original Buyer aware of any unremedied defaults by the Builder under the
Original Contract; and



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract.



 


		(b)	The Original Buyer represents and warrants to the New
Buyer that:



 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant to the Original Contract
have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee; and



 


		(ii)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim against the New Buyer and/or the Hull in respect of the Plan Approval Extras Costs.



 


		3.	BUILDER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Builder represents and warrants to each of the other Parties that the following statements
are, at the date hereof, true and accurate:



 


		(i)	the Builder is duly incorporated with limited liability under the laws of the Republic of Korea
and has full power and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated
by the Original Contract and this Deed;



 




    	PAGE 4



    	 



    

 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Builder and do not contravene any applicable law, regulation or order binding on the Builder or any of its assets
or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Builder of the Original Contract and this
Deed nor the consummation of any of the transactions by the Builder contemplated by the Original Contract and this Deed, require
the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any
governmental authority or agency, except such as have been obtained and are in full force and effect;



 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute legal, valid
binding and enforceable obligations of the Builder;



 


		(v)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vi)	so far as the Builder is aware, there are no disputes outstanding between the Builder and the Original
Buyer under the Original Contract, nor is the Builder aware of any unremedied defaults by the Original Buyer under the Original
Contract;



 


		(vii)	on the date of this Deed there is no claim by the Builder for a postponement of the Delivery Date
including, but not limited to, by reason of modifications under Article V of the Original Contract or force majeure under Article
VIII of the Original Contract;



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract; and



 


		(ix)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim and shall make no claim and shall take no action against the New Buyer and/or the Hull, including
but not limited to delaying delivery of the Hull for any reason related to payment in respect of the Plan Approval Extras Costs.



 


		(b)	The Builder represents and warrants to the New Buyer
that:



 




    	PAGE 5



    	 



    

 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant pursuant to the Original
Contract have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee;



 


		(ii)	the Initial Extras and the Initial Extras Costs are correct and complete and the Initial Extras
Costs are included in the Contract Price (as defined in Article II.1 of the Shipbuilding Contract) for the Vessel;



 


		(iii)	the Plan Approval Extras and the Plan Approval Extras Costs are correct and complete; and



 


		(iv)	the Payment Schedule is a correct and complete summary of the payment obligations and the status
of payments by the Original Buyer under the Original Contract.



 


		4.	NEW BUYER’S REPRESENTATIONS AND WARRANTIES 



 


The New Buyer represents and warrants to each of
the other Parties that:


 


		(a)	the New Buyer is duly incorporated with limited liability under the laws of the Republic of the
Marshall Islands and has full power and authority to enter into and perform its obligations under this Deed and the Novated Contract
and to consummate the transactions contemplated by this Deed and the Novated Contract;



 


		(b)	the execution, delivery and performance of this Deed and the consummation of the transactions contemplated
by this Deed and the Novated Contract have been duly authorised by all necessary corporate action on the part of the New Buyer
and do not contravene any applicable law, order or regulation binding on the New Buyer or any of its assets or its constitutional
documents;



 


		(c)	neither the execution, delivery and performance by the New Buyer of this Deed or the Novated Contract,
nor the consummation of any of the transactions by the New Buyer contemplated by this Deed or the Novated Contract, require the
consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental
authority or agency, except such as have been obtained and are in full force and effect; and



 


		(d)	this Deed constitutes legal, valid and binding obligations of the New Buyer and the Novated Contract
will constitute (as and with effect from the Effective Time) legal, valid and binding obligations of the New Buyer.



 


		5.	NOVATION 



 


		(a)	The Parties hereby agree that, with effect from the Effective Time, the New Buyer shall be and
is hereby substituted in the place of the Original Buyer as a party to



 




    	PAGE 6



    	 



    

  


the Original Contract and that
the Original Contract shall henceforth be construed and treated in all respects as if the New Buyer was named therein as the “BUYER”
instead of the Original Buyer.


 


		(b)	The New Buyer hereby agrees with the Builder that, as and with effect from the Effective Time,
the New Buyer shall duly and punctually perform and discharge all liabilities and/or obligations whatsoever from time to time to
be performed or discharged by it or by virtue of the Original Contract in all respects as if the New Buyer was (and had at all
times been) named in the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(c)	The Builder hereby agrees with the New Buyer that, as and with effect from the Effective Time,
the Builder shall be bound by the Original Contract in all respects as if the New Buyer was (and had at all times been) named in
the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(d)	The Builder and the Original Buyer hereby, as and with effect from the Effective Time, mutually
release and discharge each other from all liabilities, obligations, claims and demands whatsoever touching or concerning the Original
Contract or arising out of or in connection with the building of the Vessel and in respect of anything done or omitted to be done
under or in connection therewith and any such liabilities, obligations, claims and demands by each of the Builder and the Original
Buyer will be extinguished from the Effective Time.



 


		(e)	Upon and with effect from the Effective Time the Original Buyer unconditionally, with full title
guarantee, assigns and transfers absolutely all of its right, title and interest in the Letter of Guarantee to the New Buyer.



 


		(f)	Promptly after the execution of this Deed the Original Buyer shall give notice (whether by personal
delivery or by fax or by SWIFT (or equivalent authenticated message) in substantially the form set out in Schedule 6 (Notice
of Assignment) to the Refund Guarantor (with a copy to the New Buyer) of the assignment and transfer of the Letter of Guarantee
on the terms set out in this Deed and shall use all reasonable endeavours to procure that the Refund Guarantor shall promptly after
receipt of such notice execute the Supplemental Letter or (as the case may be) issue the Supplemental Letter and send the same
to the New Buyer (whether by fax or by SWIFT (or equivalent authenticated message).



 


		6.	CONDITIONS 



 


		(a)	The provisions of Clauses 5 and 7 shall be conditional upon and shall only take effect upon receipt
by the Parties of executed copies of the Effective Time Notice.



 


		(b)	If the above condition has not been met by the Longstop Date or such later period as may be agreed
between the Parties, this Deed shall become null and void and none of the Parties shall have any claim against or liability to
the others.






 




    	PAGE 7



    	 



    

 


		7.	PAYMENT 



 


The consideration for the novation shall be paid
by the New Buyer to the Old Buyer in accordance with the terms of the Overall Agreement,


 


		8.	AMENDMENTS TO THE ORIGINAL CONTRACT 



 


		(a)	As and with effect from the Effective Time, the Original Contract shall be amended and supplemented
in accordance with the terms of Schedule 1 hereto but, subject to the terms and conditions of this Deed and save for the substitution
of the New Buyer as the “BUYER” under the Original Contract, the Original Contract shall remain valid, binding and
in full force and effect.



 


		(b)	The Parties hereby acknowledge that the Consultant shall remain the supervisor or supervisors to
be the ‘Supervisors’ of the New Buyer under Article IV.2 of the Original Contract and the Supervision Agreement shall
be novated by the Original Buyer to the New Buyer in accordance with the terms of the Supervision Novation Agreement.



 


		9.	COUNTERPARTS 



 


This Deed may be entered into
in the form of counterparts executed by one or more of the Parties and provided all the Parties shall so execute this Deed, each
of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall
constitute one instrument.


 


		10.	AMENDMENTS TO THIS DEED



 


This Deed may be amended only by an instrument in
writing signed by all of the Parties.


 


		11.	WAIVER



 


Any waiver of any right, power
or privilege by any of the Parties shall be in writing signed by such Party. No failure or delay by any Party to exercise any right,
power or privilege under this Deed shall operate as waiver of that right, power or privilege nor shall any single or partial exercise
of that right, power or privilege preclude any further exercise of that right, power or privilege. The right and remedies provided
in this Deed are cumulative and not exclusive of any rights and remedies provided by law.


 


		12.	LAW AND ARBITRATION



 


		(a)	This Deed (including any non-contractual obligations arising out of or in connection with the same)
shall be governed by and construed in accordance with English law.



 


 




    	PAGE 8



    	 



    

 


		(b)	Any dispute between the Parties or any of them as to any matter arising out of or in connection
with this Deed shall be settled by arbitration in London, England in accordance with Article XII.2 of the Original Contract.



 


		(c)	No term of this Deed is enforceable under the terms of the Contracts (Rights of Third Parties)
Act 1999 by any person who is not a Party.



 


IN WITNESS WHEREOF the Parties have caused this Deed
to be duly executed by their duly authorized officers and/or attorney-in-fact on the date and year first above written.


 




    	PAGE 9



    	 



    




  


SCHEDULE 1


 


AMENDMENTS


 


As and with effect from the Effective Time the Original Contract
shall be amended as follows:


 


		(1)	All references to “this Contract” shall be construed as meaning the Original Contract as novated and amended and/or
supplemented by this Deed.



 


		(2)	Article XVII – replace the paragraphs starting from “To the BUYER:” until
                                                           “commercial@metrofin.gr” and replace with:



 


To the BUYER:


 


		Address:	33 Benedict Place



 


2nd Floor.


 


Greenwich,


 


CT 06830


 


United States of America


 


		Email:	management@diamondsshipping.com



 


		Attention:	Craig H. Stevenson Jr., CEO.



 


		Copy to:	Randi C. Lesnick at Jones Day.



Email: rclesnick@jonesday.com


 


and


 


Jessica Maitra and Stephen Mackin
at Eversheds.


Email: JessicaMaitra@eversheds.com


StephenMackin@eversheds.com


 




    	PAGE 10



    	 



    

  


SCHEDULE 2


 


 SUPPLEMENTAL LETTER


 


		To:	SPP 7 LLC



33 Benedict Place


2nd Floor


Greenwich


CRT06830


United States of America


 


		Attn:	Craig H. Stevenson Jr.



 


[●] 2014



  


Dear Sirs


 


LETTER OF GUARANTEE NO. 1372900021341179 


 


We refer to:-


 


		(1)	the shipbuilding contract dated 14 December 2012 as amended and supplemented by an Addendum No.
1 dated 5 April 2013 (“Contract”) made between (1) SPP Shipbuilding Co., Ltd. (“Builder”)
as builder and (2) Taygeta Corporation (“Original Buyer”) as buyer pursuant to which the Builder agreed to design,
launch, outfit and complete for the Original Buyer one (1) 50,300 DWT product oil/chemical tanker (Builder’s Hull No. S-5132)
upon the terms and conditions set out therein;



 


		(2)	the deed of novation dated [●] 2014 (“Deed of Novation”) made between
(1) the Builder, (2) SPP 3 LLC (“New Buyer”) and (3) the Original Buyer pursuant to which the parties
thereto have agreed to novate certain rights and obligations of such parties under the Contract upon the terms and subject to the
conditions set out therein to the effect that the Original Buyer shall be substituted as buyer under the Contract by the New Buyer;
and



 


		(3)	the letter of guarantee no. 1372900021341179 dated 8 April 2013 (“Letter of Guarantee”)
issued by us in favour of the Original Buyer in respect of the Builder’s obligations and liabilities under the Contract and
the assignment of the Letter of Guarantee by the Original Buyer in favour of the New Buyer as provided in the Deed of Novation.



 


We hereby confirm that we have received
prior written notice of the assignment in accordance with the terms and conditions of the Letter of Guarantee and that we have
received written notice of the assignment of the Letter of Guarantee with effect from the Effective Time (as defined in the Deed
of Novation) from the Original Buyer, reviewed the terms of the Deed of Novation, and consent to the novation of the Contract on
the terms and conditions set out in the Deed of Novation and agree that:


 






    	PAGE 11



    	 



    

 


		(a)	the Letter of Guarantee and our obligations thereunder shall remain and continue in full force and effect notwithstanding the
said novation of the Contract;



 


		(b)	with effect as from the Effective Time (as defined in
the Deed of Novation) the New Buyer shall be and is hereby substituted in place of the Original Buyer as the “Buyer”
in the Letter of Guarantee and the Letter of Guarantee shall henceforth be construed and treated, and we shall be bound by the
Letter of Guarantee, in all respects as if the New Buyer was the “Buyer” instead of the Original Buyer;



 


		(c)	with effect as from the Effective Time (as defined in the Deed of Novation), references in the Letter of Guarantee to the “Contract”
shall henceforth be references to the Contract as novated and amended by the Deed of Novation and as from time to time hereafter
amended and shall also be deemed to include the Deed of Novation and the obligations of the New Buyer thereunder; and



 


		(d)	with effect as from the Effective Time (as defined in the Deed of Novation), the Letter of Guarantee (as amended and supplemented
by this Supplemental Letter) shall be a guarantee of, and we hereby guarantee, the obligations of the Builder on the terms and
conditions set out in the Letter of Guarantee (as amended and supplemented).



 


Subject to the foregoing, all other terms and conditions contained
in the Letter of Guarantee shall remain in full force and effect.


 


We further confirm that if for whatever
reason the novation of the Contract does not become effective in accordance with the terms and provisions of the Deed of Novation,
our obligations under the Letter of Guarantee shall remain and continue in full force and effect notwithstanding any such non-effectiveness
of the novation under the Deed of Novation.


 


	Yours faithfully 
	 
	 
	 	 
	For and on behalf of
	 
	Woori Bank 
	 
	By:	 
	 	 
	Name:
	 
	Title:


 




    	PAGE 12



    	 



    




 


SCHEDULE 3



 


FORM OF EFFECTIVE TIME NOTICE 


 


		To:	Diamond S Shipping Group Inc. (“DSM”) for
and on behalf of themselves and the New Buyers (as defined below))



 


Metrostar Management Corp. (“Metrostar”)
for and on behalf of themselves and the Original Buyers (as defined below)


 


SPP Shipbuilding Co., Ltd (“Builder”)


 


SeaQuest Marine Project Management Limited
(“SeaQuest”)


 


Export-Import Bank of Korea


 


Kookmin Bank


 


Shinhan Bank


 


Woori Bank


 


Carina Shipping & Trading S.A.,
(“Carina”)


 


Signus Trading Co. Ltd., (“Signus”)


 


Lyra Maritime Company, (“Lyra”)


 


Vulpecula Shipping Company, (“Vulpecula”)


 


Alsafi Navigation Co., (“Alsafi”)


 


Pavonis Marine Limited, (“Pavonis”)


 


Taygeta Corporation, (“Taygeta”)


 


Lacerta Marine S.A., (“Lacerta”)


 


Draconis Maritime Co. S.A. , (“Draconis”)


 


Polaris Shipholding Corp., (“Polaris”)


 


(Carina, Signus, Lyra, Vulpecula, Alsafi,
Pavonis, Taygeta, Lacerta, Draconis and Polaris, together the “Original Buyers”).


 


SPP 1 LLC (“SPP 1”)


 


SPP 2 LLC (“SPP 2”)


 


SPP 3 LLC (“SPP 3”)


 




    	PAGE 13



    	 



    




 


SPP 4 LLC (“SPP 4”)


 


SPP 5 LLC (“SPP 5”)


 


SPP 6 LLC (“SPP 6”)


 


SPP 7 LLC (“SPP 7”)


 


SPP 8 LLC (“SPP 8”)


 


SPP 9 LLC (“SPP 9”)


 


SPP 10 LLC (“SPP 10”)


 


(SPP 1, SPP 2, SPP 3, SPP 4, SPP 5, SPP 6, SPP 7, SPP 8, SPP
9, SPP 10, together the “New Buyers”)


 


We refer to:


 


		1.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1177 Novation”) among the Builder, Carina (as the original buyer) and SPP 7 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Carina
for the vessel with the Builder’s Hull No. S-1177.



 


		2.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1178 Novation”) among the Builder, Signus (as the original buyer) and SPP 8 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Signus
for the vessel with the Builder’s Hull No. S-1178.



 


		3.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1183 Novation”) among the Builder, Lyra (as the original buyer) and SPP 9 (as the new buyer) in respect of
the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Lyra for
the vessel with the Builder’s Hull No. S-1183.



 


		4.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1184 Novation”) among the Builder, Vulpecula (as the original buyer) and SPP 10 (as the new buyer) in respect
of the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Vulpecula
for the vessel with the Builder’s Hull No. S-1184.



 


		5.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5130 Novation”) among the Builder, Alsafi (as the original buyer) and SPP 1 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Alsafi
for the vessel with the Builder’s Hull No. S-5130.



 




    	PAGE 14



    	 



    




 


		6.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5131 Novation”) among the Builder, Pavonis (as the original buyer) and SPP 2 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Pavonis
for the vessel with the Builder’s Hull No. S-5131.



 


		7.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5132 Novation”) among the Builder, Taygeta (as the original buyer) and SPP 3 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Taygeta
for the vessel with the Builder’s Hull No. S-5132.



 


		8.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5133 Novation”) among the Builder, Lacerta (as the original buyer) and SPP 4 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Lacerta
for the vessel with the Builder’s Hull No. S-5133.



 


		9.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5134 Novation”) among the Builder, Draconis (as the original buyer) and SPP 5 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Draconis
for the vessel with the Builder’s Hull No. S-5134.



 


		10.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5135 Novation”) among the Builder, Polaris (as the original buyer) and SPP 6 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Polaris
for the vessel with the Builder’s Hull No. S-5135.



 


		11.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“Supervision Novation”) among the Original Buyers, the New Buyers and SeaQuest in respect of the agreement for
the supervision of the construction of certain vessels under construction by the Builder dated 27 March 2013 (as amended and supplemented
to the date hereof, including, but not limited to, by an addendum no.1 dated 14 August 2013, an addendum no.2 dated 17 December
2013, an addendum no.3 dated 14 January 2014 and an addendum no.4 dated 14 January 2014) between the Original Buyers and SeaQuest.



 


(the S-1177 Novation, the S-1178 Novation,
the S-1183 Novation, S-1184 Novation, the S-5130 Novation, the S-5131 Novation, the S-5132 Novation, the S-5133 Novation, the S-5134
Novation and the S-5135 Novation, and the Supervision Novation together the “Novations”).


 


We hereby acknowledge and confirm that the Effective Time for
the purposes of each of the Novations shall be [●] [London] time on [●] 2014.


 


This notice may be entered into in the
form of counterparts executed by one or more of the signatories and provided all the signatories shall so execute this notice,
each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken


 




    	PAGE 15



    	 



    

 


together, they shall constitute one instrument.
A signed copy received by fax or as a “.pdf” file shall be deemed to be an original.


 


Signed by:


 


For and on behalf of


METROSTAR MANAGEMENT CORP.


 


and the ORIGINAL BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


DIAMOND S SHIPPING GROUP INC.


 


and the NEW BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


SPP SHIPBUILDING CO., LTD.


 


Signed by:


 


For and on behalf of


SEAQUEST MARINE PROJECT MANAGEMENT LIMITED


 




    	PAGE 16



    	 



    




 


SCHEDULE 4


 


PART A – INITIAL EXTRAS


 


	(1)	(2)
	Initial Extras	Initial Extras Cost
	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	US$1,843,000
	Extra Cost to Yard. Dec 11, 2012	US$470,000


 


PART B – PLAN APPROVAL EXTRAS


 


	(1)	(2)
	Plan Approval Extras	Plan Approval Costs
	
        Hull No. S-5132 Extra Credit Cost Items List. Date 02/01/2014

         

        Extra Makers List Selection. May 20, 2013
	US$202,104


 




    	PAGE 17



    	 



    

 


SCHEDULE 5 


 


PAYMENT SCHEDULE 


 


	Contract
    Price and Terms of Payments under Article II of the Original Contract	 
	Contract
    Price	 	 	1st
    Payment	 	 	Steel
    Cutting	 	 	Keel
    Laying	 	 	Delivery	 
	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 
	 	38,970,000	 	 	 	1,000,000 (paid)	 	 	 	4,625,000	 	 	 	4,625,000	 	 	 	20,995,000	 



 




    	PAGE 18



    	 



    




 


SCHEDULE 6


 


NOTICE OF ASSIGNMENT


 


[form of notice to REFUND GUARANTOR]


 


To:  Woori Bank 


 


[l]
2014  


 


Dear Sirs 


 


Letter of Guarantee number 1372900021341179 dated 8 April 2013
(the “Refund Guarantee”)


 


We refer to the Refund Guarantee issued
by you to ourselves in connection with the shipbuilding contract dated 14 December 2012 between SPP Shipbuilding Co., Ltd., a company
organised and existing under the laws of the Republic of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si,
Gyeongsangnam-do, Korea (the “Builder”) and ourselves as amended and supplemented to the date hereof (including,
but not limited to by an Addendum No. 1 dated 5 April 2013) (the “Contract”) pursuant to which the Builder agreed
to design, construct and deliver, and we agreed to purchase and take delivery of one 50,300 DWT Product Oil/Chemical Tanker with
Builder’s Hull No. S-5132 (the “Vessel”) subject to and upon the terms and conditions therein contained.



 


We
now hereby notify you that by a novation agreement dated [l]
2014 (the “Novation Agreement”), in respect of the Contract we have novated and in respect of the Refund Guarantee
we have assigned with effect as from the Effective Time as defined in the Novation Agreement to SPP 3 LLC (the “New Buyer”)
absolutely all interests and rights which now or at any later time we have under, in or in connection with the Contract and the
Refund Guarantee including, but not limited to: 


 


		(1)	the right to cancel, reject, rescind or terminate the Contract under Article X or otherwise;




 


		(2)	the right to demand and receive the refund of instalments of the Contract Price of the Vessel (as
such term is defined in the Contract, which expression has the same meaning in this notice) payable by the Builder thereunder following
lawful termination of the Contract by the New Buyer); and 



 


		(3)	the right to demand and to receive all payments under or in connection with the Refund Guarantee.




 


We hereby notify you that:


 


		(a)	we may not further assign or charge any of our rights under the Refund Guarantee,



 


		(b)	all our rights, powers, authorities, discretions and remedies now and hereafter under and in connection
with the Refund Guarantee are vested absolutely in the New Buyer and shall be exercisable and enforceable by the New Buyer alone.
In particular, but without limiting this, without the prior written consent of the New Buyer:






 




    	PAGE 19



    	 



    

 


		(i)	no amendment or variation of the Refund Guarantee may be made,



 


		(ii)	the Refund Guarantee may not be released or cancelled or terminated by us,



 


		(iii)	no breach by you of your obligations under the Refund Guarantee can be waived, and



 


		(iv)	no release, waiver, suspension or subordination may be given of any rights, powers, authorities,
discretions or remedies as are specified in this paragraph (b) above.



 


We request you to issue to the New Buyer
an acknowledgement of receipt of this notice in the attached form.


 


We irrevocably undertake not to give any
instructions or send any communications which would be in any way be inconsistent with the terms of your letter to the New Buyer;
and you are irrevocably instructed to disregard any instruction or communication which you or the New Buyer consider to be inconsistent
with the terms of that letter.


 


A copy of this letter is being sent to the New Buyer.


 


Yours faithfully


 


	 	 
	for and on behalf of	 
	Taygeta Corporation	 


 






    	PAGE 20



    	 



    

 


Attachment to Notice of Assignment


 


[Supplemental Letter]


 




    	PAGE 21



    	 



    




 


SCHEDULE 7


 


FULL TEXT OF INITIAL EXTRAS


 




    	PAGE 22



    	 



    

  


SCHEDULE 8


 


FULL TEXT OF PLAN APPROVAL EXTRAS


 




    	PAGE 23



    	 



    

  


SCHEDULE 9


 


ORIGINAL CONTRACT


 




    	PAGE 24



    	 



    

  


SCHEDULE 10


 


LETTER OF GUARANTEE


 




    	PAGE 25



    	 



    

  


EXECUTION PAGE


 


	Executed and delivered as a deed by	)	 
	SPP SHIPBUILDING CO., LTD.	)	 
	Acting by )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 


	Executed and delivered as a deed by	)	 
	TAYGETA CORPORATION	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 





 


	Executed and delivered as a deed by	)	 
	SPP 3 LLC	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 




    	PAGE 26



    	 



    

 


ANNEX 8


 


PRO-FORMA S-5133 NOVATION AGREEMENT


 



    	 



    	 



    




 


S-5133 NOVATION AGREEMENT 


 


THIS DEED is made on [●] 2014


 


AMONG: 


 


		(1)	SPP SHIPBULDING CO., LTD., a company organised and existing under the laws of the Republic
of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si, Gyeongsangnam-do, Korea (“Builder”);



 


		(2)	LARCETA MARINE S.A., a company organised and existing under the laws of the Republic of
Liberia with its registered office at 80 Broad Street, Monrovia, Republic of Liberia (“Original Buyer”);
and



 


		(3)	SPP 4 LLC, a company organised and existing under the laws of the Republic of the
Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands,
MH 96960 (“New Buyer”)



 


(the Builder, the Original Buyer and the New Buyer
together referred to as “Parties” or individually as a “Party”).


 


WHEREAS 


 


		(A)	By a shipbuilding contract dated 14 December 2012 between (1) the Builder and (2) the Original
Buyer, the Builder has agreed to design, construct, launch, equip and complete for the Original Buyer, and the Original Buyer has
agreed to purchase, one (1) 50,300 DWT product oil/chemical tanker more fully described in Article I thereof with Builder’s
Hull No. S-5133 (“Vessel”) at the Builder’s shipyard in Korea upon the terms and conditions set out therein
(as amended and supplemented by an Addendum No. 1 dated 5 April 2013, and including the Specifications, “Original Contract”),
a copy of which is attached at Schedule 9.



 


		(B)	The Original Buyer has paid to the Builder the first instalment of the Contract Price under the
Original Contract totalling United States Dollars eight million, seven hundred and twenty five thousand only (US$8,725,000).



 


		(C)	By a letter of guarantee no. 1372500021343179 dated 8 April 2013 (“Letter of Guarantee”)
issued by Woori Bank (“Refund Guarantor”), a copy of which is attached at Schedule 10, in favour of the Original
Buyer, the Refund Guarantor has guaranteed the refund by the Builder of the pre-delivery instalments paid and to be paid by the
Original Buyer to the Builder under the Original Contract on the terms and conditions set out therein.



 


		(D)	The Original Buyer and the New Buyer have agreed that the rights and obligations of the Original
Buyer under the Original Contract shall be assumed by the New Buyer and the rights under the Letter of Guarantee shall be assigned
and transferred to the New Buyer and have requested the Builder to agree to this in accordance with Article XIII of the Contract.



 


 




    	 



    	 



    

 


		(E)	This Deed sets out the terms and conditions upon which the New Buyer, with the consent of the Builder,
shall be substituted for the Original Buyer as the buyer of the Vessel under the Original Contract and upon which the Letter of
Guarantee shall be assigned and transferred to the New Buyer.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS 



 


		(a)	In this Deed (including in the Recitals):



 


“Consultant”
means Seaquest Marine Project Management Limited;


 


“Effective Time”
means the date and time stated to be the “Effective Time” in the Effective Time Notice;


 


“Effective Time Notice”
means a written notice executed by the Parties in the form and on the terms of Schedule 3;


 


“Initial Extras”
means the agreed extras to the Original Contract as set out in Schedule 4 Part A and the cost of which is incorporated within the
Contract Price (as such term is defined in Article II.1 of the Original Contract) and a copy of the full text of which is attached
at Schedule 7 (“Full Text of Initial Extras”);


 


“Long Stop date”
means 28 March 2014; 


 


“Novated Contract”
means the Original Contract as novated by this Deed;


 


“Overall Agreement”
means the agreement dated [●] 2014 between, inter alios, the New Buyer and the Old Buyer in relation to, inter alia, the
novation of the Original Contract;


 


“Payment Schedule”
means the summary of the payment obligations and the status of payments by the Original Buyer under the Original Contract as set
out at Schedule 5;


 


“Plan Approval Extras”
means the plan approval extras as set out in Schedule 4 Part B agreed between the Original Buyer and the Builder up to the Effective
Time and a copy of the full text of which is attached at Schedule 8 (“Full Text of Plan Approval Extras”);


 


“Plan Approval Extras
Cost” means the cost as agreed between the Original Buyer and the Builder for the Plan Approval Extras to become due
and payable to the Builder at the time of delivery of the Vessel under the Original Contract;


 


“Specifications”
means the Builder's Full Specifications with reference number 50CTFS02-12123 dated 11 December 2012 (it being agreed and acknowledged
between the Parties that reference to “50CTFS02-SPP12123” in the Original


  




    	PAGE 2



    	 



    

  


Contract is incorrect), the Comment
Reply Table with reference number 50CTCT02-12123 dated 11 December 2012, the General Arrangement Plan reference number 50CTGA02-12123
dated 11 December 2012, the Accommodation Arrangement Plan with reference number 50CTAA02-12123 dated 11 December 2012 (it being
agreed and acknowledged between the Parties that reference to “50CTGA02-12123” in the Original Contract is incorrect)and
the Manufacturer's List with reference number 50CTML02-12123 dated 11 December 2012;


 


“Supervision Agreement”
means the contract for the supervision of the construction of, inter alia, the Vessel dated 27 March 2013 (as amended and supplemented
by an Addendum No.1 dated 14 August 2013, an Addendum No.2 dated 17 December 2013, an Addendum No. 3 dated 14 January 2014 and
an Addendum No. 4 dated 14 January 2014) among, inter alios, the Consultant and the Original Buyer (represented by Metrostar Management
Corp.);


 


“Supervision Novation
Agreement” means the novation agreement entered into or to be entered into among, inter alios, the Original Buyer, the
New Buyer and the Consultant in respect of the Supervision Agreement on or about the date of this Deed; and


 


“Supplemental Letter”
means the letter, supplemental to the Letter of Guarantee, to be issued by the Refund Guarantor to the New Buyer, substantially
in the form set out in Schedule 2 hereto.


 


		2.	ORIGINAL BUYER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Original Buyer represents and warrants to each of
the other Parties that:



 


		(i)	the Original Buyer is duly incorporated under the laws of the Republic of Liberia and has power
and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated by the
Original Contract and this Deed;



 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Original Buyer and do not contravene any applicable law, regulation or order binding on the Original Buyer or
any of its assets or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Original Buyer of the Original Contract
and this Deed nor the consummation of any of the transactions by the Original Buyer contemplated by the Original Contract and this
Deed, require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any



 




    	PAGE 3



    	 



    

 


governmental authority or agency,
except such as have been obtained and are in full force and effect;


 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute valid, legally
binding and enforceable obligations of the Original Buyer;



 


		(v)	the Original Buyer's rights under the Original Contract are not subject to any mortgage, charge
(whether fixed of floating), pledge, lien, hypothecation, assignment, security interest or other encumbrance securing any obligation
of any person;



 


		(vi)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vii)	as far as the Original Buyer is aware, there are no disputes outstanding between the Original Buyer
and the Builder under the Original Contract, nor is the Original Buyer aware of any unremedied defaults by the Builder under the
Original Contract; and



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract.



 


		(b)	The Original Buyer represents and warrants to the New
Buyer that:



 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant to the Original Contract
have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee; and



 


		(ii)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim against the New Buyer and/or the Hull in respect of the Plan Approval Extras Costs.



 


		3.	BUILDER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Builder represents and warrants to each of the other Parties that the following statements
are, at the date hereof, true and accurate:



 


		(i)	the Builder is duly incorporated with limited liability under the laws of the Republic of Korea
and has full power and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated
by the Original Contract and this Deed;



 




    	PAGE 4



    	 



    

 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Builder and do not contravene any applicable law, regulation or order binding on the Builder or any of its assets
or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Builder of the Original Contract and this
Deed nor the consummation of any of the transactions by the Builder contemplated by the Original Contract and this Deed, require
the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any
governmental authority or agency, except such as have been obtained and are in full force and effect;



 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute legal, valid
binding and enforceable obligations of the Builder;



 


		(v)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vi)	so far as the Builder is aware, there are no disputes outstanding between the Builder and the Original
Buyer under the Original Contract, nor is the Builder aware of any unremedied defaults by the Original Buyer under the Original
Contract;



 


		(vii)	on the date of this Deed there is no claim by the Builder for a postponement of the Delivery Date
including, but not limited to, by reason of modifications under Article V of the Original Contract or force majeure under Article
VIII of the Original Contract;



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract; and



 


		(ix)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim and shall make no claim and shall take no action against the New Buyer and/or the Hull, including
but not limited to delaying delivery of the Hull for any reason related to payment in respect of the Plan Approval Extras Costs.



 


		(b)	The Builder represents and warrants to the New Buyer
that:



 




    	PAGE 5



    	 



    

 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant pursuant to the Original
Contract have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee;



 


		(ii)	the Initial Extras and the Initial Extras Costs are correct and complete and the Initial Extras
Costs are included in the Contract Price (as defined in Article II.1 of the Shipbuilding Contract) for the Vessel;



 


		(iii)	the Plan Approval Extras and the Plan Approval Extras Costs are correct and complete; and



 


		(iv)	the Payment Schedule is a correct and complete summary of the payment obligations and the status
of payments by the Original Buyer under the Original Contract.



 


		4.	NEW BUYER’S REPRESENTATIONS AND WARRANTIES 



 


The New Buyer represents and warrants to each of
the other Parties that:


 


		(a)	the New Buyer is duly incorporated with limited liability under the laws of the Republic of the
Marshall Islands and has full power and authority to enter into and perform its obligations under this Deed and the Novated Contract
and to consummate the transactions contemplated by this Deed and the Novated Contract;



 


		(b)	the execution, delivery and performance of this Deed and the consummation of the transactions contemplated
by this Deed and the Novated Contract have been duly authorised by all necessary corporate action on the part of the New Buyer
and do not contravene any applicable law, order or regulation binding on the New Buyer or any of its assets or its constitutional
documents;



 


		(c)	neither the execution, delivery and performance by the New Buyer of this Deed or the Novated Contract,
nor the consummation of any of the transactions by the New Buyer contemplated by this Deed or the Novated Contract, require the
consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental
authority or agency, except such as have been obtained and are in full force and effect; and



 


		(d)	this Deed constitutes legal, valid and binding obligations of the New Buyer and the Novated Contract
will constitute (as and with effect from the Effective Time) legal, valid and binding obligations of the New Buyer.



 


		5.	NOVATION 



 


		(a)	The Parties hereby agree that, with effect from the Effective Time, the New Buyer shall be and
is hereby substituted in the place of the Original Buyer as a party to



 




    	PAGE 6



    	 



    

 


the Original Contract and that
the Original Contract shall henceforth be construed and treated in all respects as if the New Buyer was named therein as the “BUYER”
instead of the Original Buyer.


 


		(b)	The New Buyer hereby agrees with the Builder that, as and with effect from the Effective Time,
the New Buyer shall duly and punctually perform and discharge all liabilities and/or obligations whatsoever from time to time to
be performed or discharged by it or by virtue of the Original Contract in all respects as if the New Buyer was (and had at all
times been) named in the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(c)	The Builder hereby agrees with the New Buyer that, as and with effect from the Effective Time,
the Builder shall be bound by the Original Contract in all respects as if the New Buyer was (and had at all times been) named in
the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(d)	The Builder and the Original Buyer hereby, as and with effect from the Effective Time, mutually
release and discharge each other from all liabilities, obligations, claims and demands whatsoever touching or concerning the Original
Contract or arising out of or in connection with the building of the Vessel and in respect of anything done or omitted to be done
under or in connection therewith and any such liabilities, obligations, claims and demands by each of the Builder and the Original
Buyer will be extinguished from the Effective Time.



 


		(e)	Upon and with effect from the Effective Time the Original Buyer unconditionally, with full title
guarantee, assigns and transfers absolutely all of its right, title and interest in the Letter of Guarantee to the New Buyer.



 


		(f)	Promptly after the execution of this Deed the Original Buyer shall give notice (whether by personal
delivery or by fax or by SWIFT (or equivalent authenticated message) in substantially the form set out in Schedule 6 (Notice
of Assignment) to the Refund Guarantor (with a copy to the New Buyer) of the assignment and transfer of the Letter of Guarantee
on the terms set out in this Deed and shall use all reasonable endeavours to procure that the Refund Guarantor shall promptly after
receipt of such notice execute the Supplemental Letter or (as the case may be) issue the Supplemental Letter and send the same
to the New Buyer (whether by fax or by SWIFT (or equivalent authenticated message).



 


		6.	CONDITIONS 



 


		(a)	The provisions of Clauses 5 and 7 shall be conditional upon and shall only take effect upon receipt
by the Parties of executed copies of the Effective Time Notice.



 


		(b)	If the above condition has not been met by the Longstop Date or such later period as may be agreed
between the Parties, this Deed shall become null and void and none of the Parties shall have any claim against or liability to
the others.



 




    	PAGE 7



    	 



    

 


 


 





 


		7.	PAYMENT 



 


The consideration for the novation shall be paid
by the New Buyer to the Old Buyer in accordance with the terms of the Overall Agreement,


 


		8.	AMENDMENTS TO THE ORIGINAL CONTRACT 



 


		(a)	As and with effect from the Effective Time, the Original Contract shall be amended and supplemented
in accordance with the terms of Schedule 1 hereto but, subject to the terms and conditions of this Deed and save for the substitution
of the New Buyer as the “BUYER” under the Original Contract, the Original Contract shall remain valid, binding and
in full force and effect.



 


		(b)	The Parties hereby acknowledge that the Consultant shall remain the supervisor or supervisors to
be the ‘Supervisors’ of the New Buyer under Article IV.2 of the Original Contract and the Supervision Agreement shall
be novated by the Original Buyer to the New Buyer in accordance with the terms of the Supervision Novation Agreement.



 


		9.	COUNTERPARTS 



 


This Deed may be entered into
in the form of counterparts executed by one or more of the Parties and provided all the Parties shall so execute this Deed, each
of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall
constitute one instrument.


 


		10.	AMENDMENTS TO THIS DEED 



 


This Deed may be amended only by an instrument in
writing signed by all of the Parties.


 


		11.	WAIVER 



 


Any waiver of any right, power
or privilege by any of the Parties shall be in writing signed by such Party. No failure or delay by any Party to exercise any right,
power or privilege under this Deed shall operate as waiver of that right, power or privilege nor shall any single or partial exercise
of that right, power or privilege preclude any further exercise of that right, power or privilege. The right and remedies provided
in this Deed are cumulative and not exclusive of any rights and remedies provided by law.


 


		12.	LAW AND ARBITRATION 



 


		(a)	This Deed (including any non-contractual obligations arising out of or in connection with the same)
shall be governed by and construed in accordance with English law.



 




    	PAGE 8



    	 



    

 


		(b)	Any dispute between the Parties or any of them as to any matter arising out of or in connection
with this Deed shall be settled by arbitration in London, England in accordance with Article XII.2 of the Original Contract.



 


		(c)	No term of this Deed is enforceable under the terms of the Contracts (Rights of Third Parties)
Act 1999 by any person who is not a Party.



 


IN WITNESS WHEREOF the Parties have
caused this Deed to be duly executed by their duly authorized officers and/or attorney-in-fact on the date and year first above
written.


 




    	PAGE 9



    	 



    

 





SCHEDULE 1


 


AMENDMENTS


 


As and with effect from the Effective Time the Original Contract
shall be amended as follows:


 


		(1)	All references to “this Contract” shall be construed as meaning the Original Contract as novated and amended and/or
supplemented by this Deed.



 


		(2)	Article XVII – replace the paragraphs starting from “To the BUYER:” until
                                                           “commercial@metrofin.gr” and replace with:



 


To the BUYER:


 


		Address:	33 Benedict Place



 


2nd Floor.


 


Greenwich,


 


CT 06830


 


United States of America


 


		Email:	management@diamondsshipping.com



 


		Attention:	Craig H. Stevenson Jr., CEO.



 


		Copy to:	Randi C. Lesnick at Jones Day.



Email: rclesnick@jonesday.com


 


and


 


Jessica Maitra and Stephen Mackin
at Eversheds.


Email: JessicaMaitra@eversheds.com


StephenMackin@eversheds.com


 




    	PAGE 10



    	 



    

  


SCHEDULE 2


 


 SUPPLEMENTAL LETTER


 


		To:	SPP 7 LLC



33 Benedict Place


2nd Floor


Greenwich


CRT06830


United States of America


 


		Attn:	Craig H. Stevenson Jr.



 


[●] 2014


 


Dear Sirs







LETTER OF GUARANTEE NO. 1372500021343179



 


We refer to:-


 


		(1)	the shipbuilding contract dated 14 December 2012 as amended and supplemented by an Addendum No.
1 dated 5 April 2013 (“Contract”) made between (1) SPP Shipbuilding Co., Ltd. (“Builder”)
as builder and (2) Lacerta Marine S.A. (“Original Buyer”) as buyer pursuant to which the Builder agreed to design,
launch, outfit and complete for the Original Buyer one (1) 50,300 DWT product oil/chemical tanker (Builder’s Hull No. S-5133)
upon the terms and conditions set out therein;



 


		(2)	the deed of novation dated [●] 2014 (“Deed of Novation”) made between
(1) the Builder, (2) SPP 4 LLC (“New Buyer”) and (3) the Original Buyer pursuant to which the parties
thereto have agreed to novate certain rights and obligations of such parties under the Contract upon the terms and subject to the
conditions set out therein to the effect that the Original Buyer shall be substituted as buyer under the Contract by the New Buyer;
and



 


		(3)	the letter of guarantee no. 1372500021343179 dated 8 April 2013 (“Letter of Guarantee”)
issued by us in favour of the Original Buyer in respect of the Builder’s obligations and liabilities under the Contract and
the assignment of the Letter of Guarantee by the Original Buyer in favour of the New Buyer as provided in the Deed of Novation.



 


We hereby confirm that we have received
prior written notice of the assignment in accordance with the terms and conditions of the Letter of Guarantee and that we have
received written notice of the assignment of the Letter of Guarantee with effect from the Effective Time (as defined in the Deed
of Novation) from the Original Buyer, reviewed the terms of the Deed of Novation, and consent to the novation of the Contract on
the terms and conditions set out in the Deed of Novation and agree that:





 




    	PAGE 11



    	 



    




 





		(a)	the Letter of Guarantee and our obligations thereunder shall remain and continue in full force
and effect notwithstanding the said novation of the Contract;





 


		(b)	with effect as from the Effective Time (as defined in the Deed of Novation) the New Buyer shall
be and is hereby substituted in place of the Original Buyer as the “Buyer” in the Letter of Guarantee and the Letter
of Guarantee shall henceforth be construed and treated, and we shall be bound by the Letter of Guarantee, in all respects as if
the New Buyer was the “Buyer” instead of the Original Buyer;



 


		(c)	with effect as from the Effective Time (as defined in the Deed of Novation), references in the
Letter of Guarantee to the “Contract” shall henceforth be references to the Contract as novated and amended by the
Deed of Novation and as from time to time hereafter amended and shall also be deemed to include the Deed of Novation and the obligations
of the New Buyer thereunder; and



 


		(d)	with effect as from the Effective Time (as defined in the Deed of Novation), the Letter of Guarantee
(as amended and supplemented by this Supplemental Letter) shall be a guarantee of, and we hereby guarantee, the obligations of
the Builder on the terms and conditions set out in the Letter of Guarantee (as amended and supplemented).



 


Subject to the foregoing, all other terms
and conditions contained in the Letter of Guarantee shall remain in full force and effect.


 


We further confirm that if for whatever
reason the novation of the Contract does not become effective in accordance with the terms and provisions of the Deed of Novation,
our obligations under the Letter of Guarantee shall remain and continue in full force and effect notwithstanding any such non-effectiveness
of the novation under the Deed of Novation.


 


	Yours faithfully 
	 
	 
	 
	For and on behalf of
	 
	Woori Bank 
	 
	By: 	 
	 
	Name:
	 
	Title:


 




    	PAGE 12



    	 



    

 


SCHEDULE 3



 


FORM OF EFFECTIVE TIME NOTICE 


 


		To:	Diamond S Shipping Group Inc. (“DSM”) for
and on behalf of themselves and the New Buyers (as defined below))



 


Metrostar Management Corp. (“Metrostar”)
for and on behalf of themselves and the Original Buyers (as defined below)


 


SPP Shipbuilding Co., Ltd (“Builder”)


 


SeaQuest Marine Project Management Limited
(“SeaQuest”)


 


Export-Import Bank of Korea


 


Kookmin Bank


 


Shinhan Bank


 


Woori Bank


 


Carina Shipping & Trading S.A.,
(“Carina”)


 


Signus Trading Co. Ltd., (“Signus”)


 


Lyra Maritime Company, (“Lyra”)


 


Vulpecula Shipping Company, (“Vulpecula”)


 


Alsafi Navigation Co., (“Alsafi”)


 


Pavonis Marine Limited, (“Pavonis”)


 


Taygeta Corporation, (“Taygeta”)


 


Lacerta Marine S.A., (“Lacerta”)


 


Draconis Maritime Co. S.A. , (“Draconis”)


 


Polaris Shipholding Corp., (“Polaris”)


 


(Carina, Signus, Lyra, Vulpecula, Alsafi,
Pavonis, Taygeta, Lacerta, Draconis and Polaris, together the “Original Buyers”).


 


SPP 1 LLC (“SPP 1”)


 


SPP 2 LLC (“SPP 2”)


 


SPP 3 LLC (“SPP 3”)


 




    	PAGE 13



    	 



    




 


SPP 4 LLC (“SPP 4”)


 


SPP 5 LLC (“SPP 5”)


 


SPP 6 LLC (“SPP 6”)


 


SPP 7 LLC (“SPP 7”)


 


SPP 8 LLC (“SPP 8”)


 


SPP 9 LLC (“SPP 9”)


 


SPP 10 LLC (“SPP 10”)


 


(SPP 1, SPP 2, SPP 3, SPP 4, SPP 5, SPP 6, SPP 7, SPP 8, SPP
9, SPP 10, together the “New Buyers”)


 


We refer to:


 


		1.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1177 Novation”) among the Builder, Carina (as the original buyer) and SPP 7 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Carina
for the vessel with the Builder’s Hull No. S-1177.



 


		2.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1178 Novation”) among the Builder, Signus (as the original buyer) and SPP 8 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Signus
for the vessel with the Builder’s Hull No. S-1178.



 


		3.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1183 Novation”) among the Builder, Lyra (as the original buyer) and SPP 9 (as the new buyer) in respect of
the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Lyra for
the vessel with the Builder’s Hull No. S-1183.



 


		4.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1184 Novation”) among the Builder, Vulpecula (as the original buyer) and SPP 10 (as the new buyer) in respect
of the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Vulpecula
for the vessel with the Builder’s Hull No. S-1184.



 


		5.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5130 Novation”) among the Builder, Alsafi (as the original buyer) and SPP 1 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Alsafi
for the vessel with the Builder’s Hull No. S-5130.



 




    	PAGE 14



    	 



    




 


		6.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5131 Novation”) among the Builder, Pavonis (as the original buyer) and SPP 2 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Pavonis
for the vessel with the Builder’s Hull No. S-5131.



 


		7.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5132 Novation”) among the Builder, Taygeta (as the original buyer) and SPP 3 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Taygeta
for the vessel with the Builder’s Hull No. S-5132.



 


		8.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5133 Novation”) among the Builder, Lacerta (as the original buyer) and SPP 4 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Lacerta
for the vessel with the Builder’s Hull No. S-5133.



 


		9.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5134 Novation”) among the Builder, Draconis (as the original buyer) and SPP 5 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Draconis
for the vessel with the Builder’s Hull No. S-5134.



 


		10.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5135 Novation”) among the Builder, Polaris (as the original buyer) and SPP 6 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Polaris
for the vessel with the Builder’s Hull No. S-5135.



 


		11.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“Supervision Novation”) among the Original Buyers, the New Buyers and SeaQuest in respect of the agreement for
the supervision of the construction of certain vessels under construction by the Builder dated 27 March 2013 (as amended and supplemented
to the date hereof, including, but not limited to, by an addendum no.1 dated 14 August 2013, an addendum no.2 dated 17 December
2013, an addendum no.3 dated 14 January 2014 and an addendum no.4 dated 14 January 2014) between the Original Buyers and SeaQuest.



 


(the S-1177 Novation, the S-1178 Novation,
the S-1183 Novation, S-1184 Novation, the S-5130 Novation, the S-5131 Novation, the S-5132 Novation, the S-5133 Novation, the S-5134
Novation and the S-5135 Novation, and the Supervision Novation together the “Novations”).


 


We hereby acknowledge and confirm that the Effective Time for
the purposes of each of the Novations shall be [●] [London] time on [●] 2014.


 


This notice may be entered into in the
form of counterparts executed by one or more of the signatories and provided all the signatories shall so execute this notice,
each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken


 




    	PAGE 15



    	 



    

 


together, they shall constitute one instrument.
A signed copy received by fax or as a “.pdf” file shall be deemed to be an original.


 


Signed by:


 


For and on behalf of


METROSTAR MANAGEMENT CORP.


 


and the ORIGINAL BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


DIAMOND S SHIPPING GROUP INC.


 


and the NEW BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


SPP SHIPBUILDING CO., LTD.


 


Signed by:


 


For and on behalf of


SEAQUEST MARINE PROJECT MANAGEMENT LIMITED


 




    	PAGE 16



    	 



    




 


SCHEDULE 4


 


PART A – INITIAL EXTRAS


 


	(1)	(2)
	Initial Extras	Initial Extras Cost
	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	US$1,843,000
	Extra Cost to Yard. Dec 11, 2012	US$470,000


 


PART B – PLAN APPROVAL EXTRAS


 


	(1)	(2)
	Plan Approval Extras	Plan Approval Costs
	
        Hull No. S-513[●] Extra Credit Cost Items List. Date 02/01/2014

         

        Extra Makers List Selection. May 20, 2013
	US$202,104


 




    	PAGE 17



    	 



    

  


SCHEDULE 5


 


PAYMENT SCHEDULE


  


	Contract
    Price and Terms of Payments under Article II of the Original Contract	 
	Contract Price	 	 	1st Payment	 	 	Steel Cutting	 	 	Keel Laying	 	 	Delivery	 
	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 
	 	38,970,000	 	 	 	1,000,000 (paid)	 	 	 	4,625,000	 	 	 	4,625,000	 	 	 	20,995,000	 



 




    	PAGE 18



    	 



    

 


SCHEDULE 6


 


NOTICE OF ASSIGNMENT


 


[form of notice to REFUND GUARANTOR]


 


To: Woori Bank 


 


[l]
2014  


 


Dear Sirs 


 


Letter of Guarantee number 1372500021343179 dated 8 April 2013
(the “Refund Guarantee”)


 


We refer to the Refund Guarantee issued
by you to ourselves in connection with the shipbuilding contract dated 14 December 2012 between SPP Shipbuilding Co., Ltd., a company
organised and existing under the laws of the Republic of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si,
Gyeongsangnam-do, Korea (the “Builder”) and ourselves as amended and supplemented to the date hereof (including,
but not limited to by an Addendum No. 1 dated 5 April 2013) (the “Contract”) pursuant to which the Builder agreed
to design, construct and deliver, and we agreed to purchase and take delivery of one 50,300 DWT Product Oil/Chemical Tanker with
Builder’s Hull No. S-5133 (the “Vessel”) subject to and upon the terms and conditions therein contained.



 


We
now hereby notify you that by a novation agreement dated [l]
2014 (the “Novation Agreement”), in respect of the Contract we have novated and in respect of the Refund Guarantee
we have assigned with effect as from the Effective Time as defined in the Novation Agreement to SPP 4 LLC (the “New Buyer”)
absolutely all interests and rights which now or at any later time we have under, in or in connection with the Contract and the
Refund Guarantee including, but not limited to: 


 


		(1)	the right to cancel, reject, rescind or terminate the Contract under Article X or otherwise;




 


		(2)	the right to demand and receive the refund of instalments of the Contract Price of the Vessel (as
such term is defined in the Contract, which expression has the same meaning in this notice) payable by the Builder thereunder following
lawful termination of the Contract by the New Buyer); and 



 


		(3)	the right to demand and to receive all payments under or in connection with the Refund Guarantee.




 


We hereby notify you that:


 


		(a)	we may not further assign or charge any of our rights under the Refund Guarantee,



 


		(b)	all our rights, powers, authorities, discretions and remedies now and hereafter under and in connection
with the Refund Guarantee are vested absolutely in the New Buyer and shall be exercisable and enforceable by the New Buyer alone.
In particular, but without limiting this, without the prior written consent of the New Buyer:



 




    	PAGE 19



    	 



    

 


		(i)	no amendment or variation of the Refund Guarantee may be made,



 


		(ii)	the Refund Guarantee may not be released or cancelled or terminated by us,



 


		(iii)	no breach by you of your obligations under the Refund Guarantee can be waived, and



 


		(iv)	no release, waiver, suspension or subordination may be given of any rights, powers, authorities,
discretions or remedies as are specified in this paragraph (b) above.



 


We request you to issue to the New Buyer
an acknowledgement of receipt of this notice in the attached form.


 


We irrevocably undertake not to give any
instructions or send any communications which would be in any way be inconsistent with the terms of your letter to the New Buyer;
and you are irrevocably instructed to disregard any instruction or communication which you or the New Buyer consider to be inconsistent
with the terms of that letter.


 


A copy of this letter is being sent to the New Buyer.


 


Yours faithfully


 


	 
	for and on behalf of
	Lacerta Marine S.A.


 




    	PAGE 20



    	 



    

 


Attachment to Notice of Assignment


 


[Supplemental Letter]


 




    	PAGE 21



    	 



    




 





SCHEDULE 7


 


FULL TEXT OF INITIAL EXTRAS


 




    	PAGE 22



    	 



    

  


SCHEDULE 8


 


FULL TEXT OF PLAN APPROVAL EXTRAS


 




    	PAGE 23



    	 



    

  


SCHEDULE 9


 


ORIGINAL CONTRACT


 




    	PAGE 24



    	 



    

  


SCHEDULE 10


 


LETTER OF GUARANTEE


 




    	PAGE 25



    	 



    

  


EXECUTION PAGE


 


	Executed and delivered as a deed by	)	 
	SPP SHIPBUILDING CO., LTD.	)	 
	Acting by )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 


	Executed and delivered as a deed by	)	 
	LACERTA MARINE S.A.	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 





 


	Executed and delivered as a deed by	)	 
	SPP 4 LLC	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 




    	PAGE 26



    	 



    

 


ANNEX 9


 


PRO-FORMA S-5134 NOVATION AGREEMENT


 




    	 



    	 



    

 





S-5134 NOVATION AGREEMENT










 


THIS DEED is made on [●] 2014


 


AMONG: 


 


		(1)	SPP SHIPBULDING CO., LTD., a company organised and existing under the laws of the Republic
of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si, Gyeongsangnam-do, Korea (“Builder”);



 


		(2)	DRACONIS MARITIME CO. S.A., a company organised and existing under the laws of the Republic
of Liberia with its registered office at 80 Broad Street, Monrovia, Republic of Liberia (“Original Buyer”);
and



 


		(3)	SPP 5 LLC, a company organised and existing under the laws of the Republic
of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands,
MH 96960 (“New Buyer”)



 


(the Builder, the Original Buyer and the New Buyer
together referred to as “Parties” or individually as a “Party”).


 


WHEREAS 


 


		(A)	By a shipbuilding contract dated 14 December 2012 between (1) the Builder and (2) the Original
Buyer, the Builder has agreed to design, construct, launch, equip and complete for the Original Buyer, and the Original Buyer has
agreed to purchase, one (1) 50,300 DWT product oil/chemical tanker more fully described in Article I thereof with Builder’s
Hull No. S-5134 (“Vessel”) at the Builder’s shipyard in Korea upon the terms and conditions set out therein
(as amended and supplemented by an Addendum No. 1 dated 5 April 2013, and including the Specifications, “Original Contract”),
a copy of which is attached at Schedule 9.



 


		(B)	The Original Buyer has paid to the Builder the first instalment of the Contract Price under the
Original Contract totalling United States Dollars eight million, seven hundred and twenty five thousand only (US$8,725,000).



 


		(C)	By a letter of guarantee no. 1372100021345179 dated 8 April 2013 (“Letter of Guarantee”)
issued by Woori Bank (“Refund Guarantor”), a copy of which is attached at Schedule 10, in favour of the Original
Buyer, the Refund Guarantor has guaranteed the refund by the Builder of the pre-delivery instalments paid and to be paid by the
Original Buyer to the Builder under the Original Contract on the terms and conditions set out therein.



 


		(D)	The Original Buyer and the New Buyer have agreed that the rights and obligations of the Original
Buyer under the Original Contract shall be assumed by the New Buyer and the rights under the Letter of Guarantee shall be assigned
and transferred to the New Buyer and have requested the Builder to agree to this in accordance with Article XIII of the Contract.



 




    	 



    	 



    

 


		(E)	This Deed sets out the terms and conditions upon which the New Buyer, with the consent of the Builder,
shall be substituted for the Original Buyer as the buyer of the Vessel under the Original Contract and upon which the Letter of
Guarantee shall be assigned and transferred to the New Buyer.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS 



 


		(a)	In this Deed (including in the Recitals):



 


“Consultant”
means Seaquest Marine Project Management Limited;


 


“Effective Time”
means the date and time stated to be the “Effective Time” in the Effective Time Notice;


 


“Effective Time Notice”
means a written notice executed by the Parties in the form and on the terms of Schedule 3;


 


“Initial Extras”
means the agreed extras to the Original Contract as set out in Schedule 4 Part A and the cost of which is incorporated within the
Contract Price (as such term is defined in Article II.1 of the Original Contract) and a copy of the full text of which is attached
at Schedule 7 (“Full Text of Initial Extras”);


 


“Long Stop date”
means 28 March 2014; 


 


“Novated Contract”
means the Original Contract as novated by this Deed;


 


“Overall Agreement”
means the agreement dated [●] 2014 between, inter alios, the New Buyer and the Old Buyer in relation to, inter alia, the
novation of the Original Contract;


 


“Payment Schedule”
means the summary of the payment obligations and the status of payments by the Original Buyer under the Original Contract as set
out at Schedule 5;


 


“Plan Approval Extras”
means the plan approval extras as set out in Schedule 4 Part B agreed between the Original Buyer and the Builder up to the Effective
Time and a copy of the full text of which is attached at Schedule 8 (“Full Text of Plan Approval Extras”);


 


“Plan Approval Extras
Cost” means the cost as agreed between the Original Buyer and the Builder for the Plan Approval Extras to become due
and payable to the Builder at the time of delivery of the Vessel under the Original Contract;


 


“Specifications”
means the Builder's Full Specifications with reference number 50CTFS02-12123 dated 11 December 2012 (it being agreed and acknowledged
between the Parties that reference to “50CTFS02-SPP12123” in the Original


 




    	PAGE 2



    	 



    

 


Contract is incorrect), the Comment
Reply Table with reference number 50CTCT02-12123 dated 11 December 2012, the General Arrangement Plan reference number 50CTGA02-12123
dated 11 December 2012, the Accommodation Arrangement Plan with reference number 50CTAA02-12123 dated 11 December 2012 (it being
agreed and acknowledged between the Parties that reference to “50CTGA02-12123” in the Original Contract is
incorrect)and the Manufacturer's List with reference number 50CTML02-12123 dated 11 December 2012;


 


“Supervision Agreement”
means the contract for the supervision of the construction of, inter alia, the Vessel dated 27 March 2013 (as amended and supplemented
by an Addendum No.1 dated 14 August 2013, an Addendum No.2 dated 17 December 2013, an Addendum No. 3 dated 14 January 2014 and
an Addendum No. 4 dated 14 January 2014) among, inter alios, the Consultant and the Original Buyer (represented by Metrostar Management
Corp.);


 


“Supervision Novation
Agreement” means the novation agreement entered into or to be entered into among, inter alios, the Original Buyer, the
New Buyer and the Consultant in respect of the Supervision Agreement on or about the date of this Deed; and


 


“Supplemental Letter”
means the letter, supplemental to the Letter of Guarantee, to be issued by the Refund Guarantor to the New Buyer, substantially
in the form set out in Schedule 2 hereto.


 


		2.	ORIGINAL BUYER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Original Buyer represents and warrants to each of the other Parties that:



 


		(i)	the Original Buyer is duly incorporated under the laws of the Republic of Liberia and has power
and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated by the
Original Contract and this Deed;



 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Original Buyer and do not contravene any applicable law, regulation or order binding on the Original Buyer or
any of its assets or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Original Buyer of the Original Contract
and this Deed nor the consummation of any of the transactions by the Original Buyer contemplated by the Original Contract and this
Deed, require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any



 




    	PAGE 3



    	 



    

 


governmental authority or agency,
except such as have been obtained and are in full force and effect;


 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute valid, legally
binding and enforceable obligations of the Original Buyer;



 


		(v)	the Original Buyer's rights under the Original Contract are not subject to any mortgage, charge
(whether fixed of floating), pledge, lien, hypothecation, assignment, security interest or other encumbrance securing any obligation
of any person;



 


		(vi)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vii)	as far as the Original Buyer is aware, there are no disputes outstanding between the Original Buyer
and the Builder under the Original Contract, nor is the Original Buyer aware of any unremedied defaults by the Builder under the
Original Contract; and



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract.



 


		(b)	The Original Buyer represents and warrants to the New
Buyer that:



 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant to the Original Contract
have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee; and



 


		(ii)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim against the New Buyer and/or the Hull in respect of the Plan Approval Extras Costs.



 


		3.	BUILDER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Builder represents and warrants to each of the other Parties that the following statements
are, at the date hereof, true and accurate:



 


		(i)	the Builder is duly incorporated with limited liability under the laws of the Republic of Korea
and has full power and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated
by the Original Contract and this Deed;



 




    	PAGE 4



    	 



    

 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Builder and do not contravene any applicable law, regulation or order binding on the Builder or any of its assets
or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Builder of the Original Contract and this
Deed nor the consummation of any of the transactions by the Builder contemplated by the Original Contract and this Deed, require
the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any
governmental authority or agency, except such as have been obtained and are in full force and effect;



 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute legal, valid
binding and enforceable obligations of the Builder;



 


		(v)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vi)	so far as the Builder is aware, there are no disputes outstanding between the Builder and the Original
Buyer under the Original Contract, nor is the Builder aware of any unremedied defaults by the Original Buyer under the Original
Contract;



 


		(vii)	on the date of this Deed there is no claim by the Builder for a postponement of the Delivery Date
including, but not limited to, by reason of modifications under Article V of the Original Contract or force majeure under Article
VIII of the Original Contract;



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract; and



 


		(ix)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim and shall make no claim and shall take no action against the New Buyer and/or the Hull, including
but not limited to delaying delivery of the Hull for any reason related to payment in respect of the Plan Approval Extras Costs.



 


		(b)	The Builder represents and warrants to the New Buyer
that:



 




    	PAGE 5



    	 



    

 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant pursuant to the Original
Contract have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee;



 


		(ii)	the Initial Extras and the Initial Extras Costs are correct and complete and the Initial Extras
Costs are included in the Contract Price (as defined in Article II.1 of the Shipbuilding Contract) for the Vessel;



 


		(iii)	the Plan Approval Extras and the Plan Approval Extras Costs are correct and complete; and



 


		(iv)	the Payment Schedule is a correct and complete summary of the payment obligations and the status
of payments by the Original Buyer under the Original Contract.



 


		4.	NEW BUYER’S REPRESENTATIONS AND WARRANTIES 



 


The New Buyer represents and warrants to each of
the other Parties that:


 


		(a)	the New Buyer is duly incorporated with limited liability under the laws of the Republic of the
Marshall Islands and has full power and authority to enter into and perform its obligations under this Deed and the Novated Contract
and to consummate the transactions contemplated by this Deed and the Novated Contract;



 


		(b)	the execution, delivery and performance of this Deed and the consummation of the transactions contemplated
by this Deed and the Novated Contract have been duly authorised by all necessary corporate action on the part of the New Buyer
and do not contravene any applicable law, order or regulation binding on the New Buyer or any of its assets or its constitutional
documents;



 


		(c)	neither the execution, delivery and performance by the New Buyer of this Deed or the Novated Contract,
nor the consummation of any of the transactions by the New Buyer contemplated by this Deed or the Novated Contract, require the
consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental
authority or agency, except such as have been obtained and are in full force and effect; and



 


		(d)	this Deed constitutes legal, valid and binding obligations of the New Buyer and the Novated Contract
will constitute (as and with effect from the Effective Time) legal, valid and binding obligations of the New Buyer.



 


		5.	NOVATION 



 


		(a)	The Parties hereby agree that, with effect from the Effective Time, the New Buyer shall be and
is hereby substituted in the place of the Original Buyer as a party to



 




    	PAGE 6



    	 



    

 


the Original Contract and that
the Original Contract shall henceforth be construed and treated in all respects as if the New Buyer was named therein as the “BUYER”
instead of the Original Buyer.


 


		(b)	The New Buyer hereby agrees with the Builder that, as and with effect from the Effective Time,
the New Buyer shall duly and punctually perform and discharge all liabilities and/or obligations whatsoever from time to time to
be performed or discharged by it or by virtue of the Original Contract in all respects as if the New Buyer was (and had at all
times been) named in the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(c)	The Builder hereby agrees with the New Buyer that, as and with effect from the Effective Time,
the Builder shall be bound by the Original Contract in all respects as if the New Buyer was (and had at all times been) named in
the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(d)	The Builder and the Original Buyer hereby, as and with effect from the Effective Time, mutually
release and discharge each other from all liabilities, obligations, claims and demands whatsoever touching or concerning the Original
Contract or arising out of or in connection with the building of the Vessel and in respect of anything done or omitted to be done
under or in connection therewith and any such liabilities, obligations, claims and demands by each of the Builder and the Original
Buyer will be extinguished from the Effective Time.



 


		(e)	Upon and with effect from the Effective Time the Original Buyer unconditionally, with full title
guarantee, assigns and transfers absolutely all of its right, title and interest in the Letter of Guarantee to the New Buyer.



 


		(f)	Promptly after the execution of this Deed the Original Buyer shall give notice (whether by personal
delivery or by fax or by SWIFT (or equivalent authenticated message) in substantially the form set out in Schedule 6 (Notice
of Assignment) to the Refund Guarantor (with a copy to the New Buyer) of the assignment and transfer of the Letter of Guarantee
on the terms set out in this Deed and shall use all reasonable endeavours to procure that the Refund Guarantor shall promptly after
receipt of such notice execute the Supplemental Letter or (as the case may be) issue the Supplemental Letter and send the same
to the New Buyer (whether by fax or by SWIFT (or equivalent authenticated message).



 


		6.	CONDITIONS 



 


		(a)	The provisions of Clauses 5 and 7 shall be conditional upon and shall only take effect upon receipt
by the Parties of executed copies of the Effective Time Notice.



 


		(b)	If the above condition has not been met by the Longstop Date or such later period as may be agreed
between the Parties, this Deed shall become null and void and none of the Parties shall have any claim against or liability to
the others.



 




    	PAGE 7



    	 



    

 


		7.	PAYMENT 



 


The consideration for the novation shall be paid
by the New Buyer to the Old Buyer in accordance with the terms of the Overall Agreement,


 


		8.	AMENDMENTS TO THE ORIGINAL CONTRACT 



 


		(a)	As and with effect from the Effective Time, the Original Contract shall be amended and supplemented
in accordance with the terms of Schedule 1 hereto but, subject to the terms and conditions of this Deed and save for the substitution
of the New Buyer as the “BUYER” under the Original Contract, the Original Contract shall remain valid, binding and
in full force and effect.



 


		(b)	The Parties hereby acknowledge that the Consultant shall remain the supervisor or supervisors to
be the ‘Supervisors’ of the New Buyer under Article IV.2 of the Original Contract and the Supervision Agreement shall
be novated by the Original Buyer to the New Buyer in accordance with the terms of the Supervision Novation Agreement.



 


		9.	COUNTERPARTS 



 


This Deed may be entered into
in the form of counterparts executed by one or more of the Parties and provided all the Parties shall so execute this Deed, each
of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall
constitute one instrument.


 


		10.	AMENDMENTS TO THIS DEED



 


This Deed may be amended only by an instrument in
writing signed by all of the Parties.


 


		11.	WAIVER



 


Any waiver of any right, power
or privilege by any of the Parties shall be in writing signed by such Party. No failure or delay by any Party to exercise any right,
power or privilege under this Deed shall operate as waiver of that right, power or privilege nor shall any single or partial exercise
of that right, power or privilege preclude any further exercise of that right, power or privilege. The right and remedies provided
in this Deed are cumulative and not exclusive of any rights and remedies provided by law.


 


		12.	LAW AND ARBITRATION



 


		(a)	This Deed (including any non-contractual obligations arising out of or in connection with the same)
shall be governed by and construed in accordance with English law.



 




    	PAGE 8



    	 



    

 


		(b)	Any dispute between the Parties or any of them as to any matter arising out of or in connection
with this Deed shall be settled by arbitration in London, England in accordance with Article XII.2 of the Original Contract.



 


		(c)	No term of this Deed is enforceable under the terms of the Contracts (Rights of Third Parties)
Act 1999 by any person who is not a Party.



 


IN WITNESS WHEREOF the Parties have
caused this Deed to be duly executed by their duly authorized officers and/or attorney-in-fact on the date and year first above
written.


 




    	PAGE 9



    	 



    

  


SCHEDULE  1


 


AMENDMENTS


 


As and with effect from the Effective Time the Original Contract
shall be amended as follows:


 


		(1)	All references to “this Contract” shall be construed as meaning the Original Contract as novated and amended and/or
supplemented by this Deed.



 


		(2)	Article XVII – replace the paragraphs starting from “To the BUYER:” until
                                                           “commercial@metrofin.gr” and replace with:



 


To the BUYER:


 


		Address:	33 Benedict Place



 


2nd Floor.


 


Greenwich,


 


CT 06830


 


United States of America


 


		Email:	management@diamondsshipping.com



 


		Attention:	Craig H. Stevenson Jr., CEO.



 


		Copy to:	Randi C. Lesnick at Jones Day.



Email: rclesnick@jonesday.com


 


and


 


Jessica Maitra and Stephen Mackin
at Eversheds.


Email: JessicaMaitra@eversheds.com


StephenMackin@eversheds.com


 




    	PAGE 10



    	 



    

  


SCHEDULE 2


 


 SUPPLEMENTAL LETTER


 


		To:	SPP 7 LLC



33 Benedict Place


2nd Floor


Greenwich


CRT06830


United States of America


 


		Attn:	Craig H. Stevenson Jr.



 


[●] 2014






 


Dear Sirs


 


LETTER OF GUARANTEE NO. 1372100021345179


 


We refer to:-


 


		(1)	the shipbuilding contract dated 14 December 2012 as amended and supplemented by an Addendum No.
1 dated 5 April 2013 (“Contract”) made between (1) SPP Shipbuilding Co., Ltd. (“Builder”)
as builder and (2) Draconis Maritime Co. S.A. (“Original Buyer”) as buyer pursuant to which the Builder agreed
to design, launch, outfit and complete for the Original Buyer one (1) 50,300 DWT product oil/chemical tanker (Builder’s Hull
No. S-5134) upon the terms and conditions set out therein;



 


		(2)	the deed of novation dated [●] 2014 (“Deed of Novation”) made between
(1) the Builder, (2) SPP 5 LLC (“New Buyer”) and (3) the Original Buyer pursuant to which the parties
thereto have agreed to novate certain rights and obligations of such parties under the Contract upon the terms and subject to the
conditions set out therein to the effect that the Original Buyer shall be substituted as buyer under the Contract by the New Buyer;
and



 


		(3)	the letter of guarantee no. 1372100021345179 dated 8 April 2013 (“Letter of Guarantee”)
issued by us in favour of the Original Buyer in respect of the Builder’s obligations and liabilities under the Contract and
the assignment of the Letter of Guarantee by the Original Buyer in favour of the New Buyer as provided in the Deed of Novation.



 


We hereby confirm that we have received
prior written notice of the assignment in accordance with the terms and conditions of the Letter of Guarantee and that we have
received written notice of the assignment of the Letter of Guarantee with effect from the Effective Time (as defined in the Deed
of Novation) from the Original Buyer, reviewed the terms of the Deed of Novation, and consent to the novation of the Contract on
the terms and conditions set out in the Deed of Novation and agree that:





 




    	PAGE 11



    	 



    

  


		(a)	the Letter of Guarantee and our obligations thereunder shall remain and continue in full force and effect notwithstanding the
said novation of the Contract;





 


		(b)	with effect as from the Effective Time (as defined in the Deed of Novation) the New Buyer shall be and is hereby substituted
in place of the Original Buyer as the “Buyer” in the Letter of Guarantee and the Letter of Guarantee shall henceforth
be construed and treated, and we shall be bound by the Letter of Guarantee, in all respects as if the New Buyer was the “Buyer”
instead of the Original Buyer;



 


		(c)	with effect as from the Effective Time (as defined in the Deed of Novation), references in the Letter of Guarantee to the “Contract”
shall henceforth be references to the Contract as novated and amended by the Deed of Novation and as from time to time hereafter
amended and shall also be deemed to include the Deed of Novation and the obligations of the New Buyer thereunder; and



 


		(d)	with effect as from the Effective Time (as defined in the Deed of Novation), the Letter of Guarantee (as amended and supplemented
by this Supplemental Letter) shall be a guarantee of, and we hereby guarantee, the obligations of the Builder on the terms and
conditions set out in the Letter of Guarantee (as amended and supplemented).



 


Subject to the foregoing, all other terms and conditions contained
in the Letter of Guarantee shall remain in full force and effect.


 


We further confirm that if for whatever
reason the novation of the Contract does not become effective in accordance with the terms and provisions of the Deed of Novation,
our obligations under the Letter of Guarantee shall remain and continue in full force and effect notwithstanding any such non-effectiveness
of the novation under the Deed of Novation.


 


Yours faithfully


 


	 
	 
	For and on behalf of
	 
	Woori Bank
	 
	By:	 
	 
	Name:
	 
	Title:


 




    	PAGE 12



    	 



    




 


SCHEDULE 3



 


FORM OF EFFECTIVE TIME NOTICE 


 


		To:	Diamond S Shipping Group Inc. (“DSM”) for
and on behalf of themselves and the New Buyers (as defined below))



 


Metrostar Management Corp. (“Metrostar”)
for and on behalf of themselves and the Original Buyers (as defined below)


 


SPP Shipbuilding Co., Ltd (“Builder”)


 


SeaQuest Marine Project Management Limited
(“SeaQuest”)


 


Export-Import Bank of Korea


 


Kookmin Bank


 


Shinhan Bank


 


Woori Bank


 


Carina Shipping & Trading S.A.,
(“Carina”)


 


Signus Trading Co. Ltd., (“Signus”)


 


Lyra Maritime Company, (“Lyra”)


 


Vulpecula Shipping Company, (“Vulpecula”)


 


Alsafi Navigation Co., (“Alsafi”)


 


Pavonis Marine Limited, (“Pavonis”)


 


Taygeta Corporation, (“Taygeta”)


 


Lacerta Marine S.A., (“Lacerta”)


 


Draconis Maritime Co. S.A. , (“Draconis”)


 


Polaris Shipholding Corp., (“Polaris”)


 


(Carina, Signus, Lyra, Vulpecula, Alsafi,
Pavonis, Taygeta, Lacerta, Draconis and Polaris, together the “Original Buyers”).


 


SPP 1 LLC (“SPP 1”)


 


SPP 2 LLC (“SPP 2”)


 


SPP 3 LLC (“SPP 3”)


 




    	PAGE 13



    	 



    




 


SPP 4 LLC (“SPP 4”)


 


SPP 5 LLC (“SPP 5”)


 


SPP 6 LLC (“SPP 6”)


 


SPP 7 LLC (“SPP 7”)


 


SPP 8 LLC (“SPP 8”)


 


SPP 9 LLC (“SPP 9”)


 


SPP 10 LLC (“SPP 10”)


 


(SPP 1, SPP 2, SPP 3, SPP 4, SPP 5, SPP 6, SPP 7, SPP 8, SPP
9, SPP 10, together the “New Buyers”)


 


We refer to:


 


		1.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1177 Novation”) among the Builder, Carina (as the original buyer) and SPP 7 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Carina
for the vessel with the Builder’s Hull No. S-1177.



 


		2.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1178 Novation”) among the Builder, Signus (as the original buyer) and SPP 8 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Signus
for the vessel with the Builder’s Hull No. S-1178.



 


		3.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1183 Novation”) among the Builder, Lyra (as the original buyer) and SPP 9 (as the new buyer) in respect of
the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Lyra for
the vessel with the Builder’s Hull No. S-1183.



 


		4.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1184 Novation”) among the Builder, Vulpecula (as the original buyer) and SPP 10 (as the new buyer) in respect
of the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Vulpecula
for the vessel with the Builder’s Hull No. S-1184.



 


		5.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5130 Novation”) among the Builder, Alsafi (as the original buyer) and SPP 1 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Alsafi
for the vessel with the Builder’s Hull No. S-5130.



 




    	PAGE 14



    	 



    




 


		6.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5131 Novation”) among the Builder, Pavonis (as the original buyer) and SPP 2 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Pavonis
for the vessel with the Builder’s Hull No. S-5131.



 


		7.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5132 Novation”) among the Builder, Taygeta (as the original buyer) and SPP 3 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Taygeta
for the vessel with the Builder’s Hull No. S-5132.



 


		8.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5133 Novation”) among the Builder, Lacerta (as the original buyer) and SPP 4 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Lacerta
for the vessel with the Builder’s Hull No. S-5133.



 


		9.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5134 Novation”) among the Builder, Draconis (as the original buyer) and SPP 5 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Draconis
for the vessel with the Builder’s Hull No. S-5134.



 


		10.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5135 Novation”) among the Builder, Polaris (as the original buyer) and SPP 6 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Polaris
for the vessel with the Builder’s Hull No. S-5135.



 


		11.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“Supervision Novation”) among the Original Buyers, the New Buyers and SeaQuest in respect of the agreement for
the supervision of the construction of certain vessels under construction by the Builder dated 27 March 2013 (as amended and supplemented
to the date hereof, including, but not limited to, by an addendum no.1 dated 14 August 2013, an addendum no.2 dated 17 December
2013, an addendum no.3 dated 14 January 2014 and an addendum no.4 dated 14 January 2014) between the Original Buyers and SeaQuest.



 


(the S-1177 Novation, the S-1178 Novation,
the S-1183 Novation, S-1184 Novation, the S-5130 Novation, the S-5131 Novation, the S-5132 Novation, the S-5133 Novation, the S-5134
Novation and the S-5135 Novation, and the Supervision Novation together the “Novations”).


 


We hereby acknowledge and confirm that the Effective Time for
the purposes of each of the Novations shall be [●] [London] time on [●] 2014.


 


This notice may be entered into in the
form of counterparts executed by one or more of the signatories and provided all the signatories shall so execute this notice,
each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken


 




    	PAGE 15



    	 



    

 


together, they shall constitute one instrument.
A signed copy received by fax or as a “.pdf” file shall be deemed to be an original.


 


Signed by:


 


For and on behalf of


METROSTAR MANAGEMENT CORP.


 


and the ORIGINAL BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


DIAMOND S SHIPPING GROUP INC.


 


and the NEW BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


SPP SHIPBUILDING CO., LTD.


 


Signed by:


 


For and on behalf of


SEAQUEST MARINE PROJECT MANAGEMENT LIMITED


 




    	PAGE 16



    	 



    




 


SCHEDULE 4


 


PART A – INITIAL EXTRAS


 


	(1)	(2)
	Initial Extras	Initial Extras Cost
	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	US$1,843,000
	Extra Cost to Yard. Dec 11, 2012	US$470,000


 


PART B – PLAN APPROVAL EXTRAS


 


	(1)	(2)
	Plan Approval Extras	Plan Approval Costs
	
        Hull No. S-5134 Extra Credit Cost Items List. Date 02/01/2014

         

        Extra Makers List Selection. May 20, 2013
	US$202,104


 




    	PAGE 17



    	 



    

  


SCHEDULE 5


 


PAYMENT SCHEDULE



  


	Contract
    Price and Terms of Payments under Article II of the Original Contract	 
	Contract Price	 	 	1st Payment	 	 	Steel Cutting	 	 	Keel Laying	 	 	Delivery	 
	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 
	 	38,970,000	 	 	 	1,000,000 (paid)	 	 	 	4,625,000	 	 	 	4,625,000	 	 	 	20,995,000	 



 




    	PAGE 18



    	 



    




 


SCHEDULE 6


 


NOTICE OF ASSIGNMENT


 


[form of notice to REFUND GUARANTOR]


 


To:  Woori Bank 


 


[l]
2014  


 


Dear Sirs 


 


Letter of Guarantee number 1372100021345179
dated 8 April 2013 (the “Refund Guarantee”)


 


We refer to the Refund Guarantee issued
by you to ourselves in connection with the shipbuilding contract dated 14 December 2012 between SPP Shipbuilding Co., Ltd., a company
organised and existing under the laws of the Republic of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si,
Gyeongsangnam-do, Korea (the “Builder”) and ourselves as amended and supplemented to the date hereof (including,
but not limited to by an Addendum No. 1 dated 5 April 2013) (the “Contract”) pursuant to which the Builder agreed
to design, construct and deliver, and we agreed to purchase and take delivery of one 50,300 DWT Product Oil/Chemical Tanker with
Builder’s Hull No. S-5134 (the “Vessel”) subject to and upon the terms and conditions therein contained.



 


We
now hereby notify you that by a novation agreement dated [l]
2014 (the “Novation Agreement”), in respect of the Contract we have novated and in respect of the Refund Guarantee
we have assigned with effect as from the Effective Time as defined in the Novation Agreement to SSP 5 LLC (the “New Buyer”)
absolutely all interests and rights which now or at any later time we have under, in or in connection with the Contract and the
Refund Guarantee including, but not limited to: 


 


		(1)	the right to cancel, reject, rescind or terminate the Contract under Article X or otherwise;




 


		(2)	the right to demand and receive the refund of instalments of the Contract Price of the Vessel (as
such term is defined in the Contract, which expression has the same meaning in this notice) payable by the Builder thereunder following
lawful termination of the Contract by the New Buyer); and 



 


		(3)	the right to demand and to receive all payments under or in connection with the Refund Guarantee.




 


We hereby notify you that:


 


		(a)	we may not further assign or charge any of our rights under the Refund Guarantee,



 


		(b)	all our rights, powers, authorities, discretions and remedies now and hereafter under and in connection
with the Refund Guarantee are vested absolutely in the New Buyer and shall be exercisable and enforceable by the New Buyer alone.
In particular, but without limiting this, without the prior written consent of the New Buyer:



 




    	PAGE 19



    	 



    

 


		(i)	no amendment or variation of the Refund Guarantee may be made,



 


		(ii)	the Refund Guarantee may not be released or cancelled or terminated by us,



 


		(iii)	no breach by you of your obligations under the Refund Guarantee can be waived, and



 


		(iv)	no release, waiver, suspension or subordination may be given of any rights, powers, authorities,
discretions or remedies as are specified in this paragraph (b) above.



 


We request you to issue to the New Buyer
an acknowledgement of receipt of this notice in the attached form.


 


We irrevocably undertake not to give any instructions or send
any communications which would be in any way be inconsistent with the terms of your letter to the New Buyer; and you are irrevocably
instructed to disregard any instruction or communication which you or the New Buyer consider to be inconsistent with the terms
of that letter.


 


A copy of this letter is being sent to the New Buyer.


 


Yours faithfully


 


	 	 
	for and on behalf of	 
	Draconis Maritime Co. S.A.	 


 




    	PAGE 20



    	 



    

 


Attachment to Notice of Assignment


 


[Supplemental Letter]


 




    	PAGE 21



    	 



    

 





SCHEDULE 7


 


FULL TEXT OF INITIAL EXTRAS


 




    	PAGE 22



    	 



    

  


SCHEDULE 8


 


FULL TEXT OF PLAN APPROVAL EXTRAS


 




    	PAGE 23



    	 



    

  


SCHEDULE 9


 


ORIGINAL CONTRACT


 




    	PAGE 24



    	 



    

  


SCHEDULE 10


 


LETTER OF GUARANTEE


 




    	PAGE 25



    	 



    

  


EXECUTION PAGE


 


	Executed and delivered as a deed by	)	 
	SPP SHIPBUILDING CO., LTD.	)	 
	Acting by )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 


	Executed and delivered as a deed by	)	 
	DRACONIS MARITIME CO. S.A.	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 





 


	Executed and delivered as a deed by	)	 
	SPP 5 LLC	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 




    	PAGE 26



    	 



    

 


ANNEX 10


 


PRO-FORMA S-5135 NOVATION AGREEMENT


 




    	 



    	 



    







 


S-5135  NOVATION
AGREEMENT 


 


THIS DEED is made on [●] 2014


 


AMONG: 


 


		(1)	SPP SHIPBULDING CO., LTD., a company organised and existing under the laws of the Republic
of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si, Gyeongsangnam-do, Korea (“Builder”);



 


		(2)	POLARIS SHIPHOLDING CORP., a company organised and existing under the laws of the Republic
of Liberia with its registered office at 80 Broad Street, Monrovia, Republic of Liberia (“Original Buyer”);
and



 


		(3)	SPP 6 LLC, a company organised and existing under the laws of the Republic of the
Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands,
MH 96960 (“New Buyer”)



 


(the Builder, the Original Buyer and the New Buyer
together referred to as “Parties” or individually as a “Party”).


 


WHEREAS


 


		(A)	By a shipbuilding contract dated 14 December 2012 between (1) the Builder and (2) the Original
Buyer, the Builder has agreed to design, construct, launch, equip and complete for the Original Buyer, and the Original Buyer has
agreed to purchase, one (1) 50,300 DWT product oil/chemical tanker more fully described in Article I thereof with Builder’s
Hull No. S-5135 (“Vessel”) at the Builder’s shipyard in Korea upon the terms and conditions set out therein
(as amended and supplemented by an Addendum No. 1 dated 5 April 2013, and including the Specifications, “Original Contract”),
a copy of which is attached at Schedule 9.



 


		(B)	The Original Buyer has paid to the Builder the first instalment of the Contract Price under the
Original Contract totalling United States Dollars eight million, seven hundred and twenty five thousand only (US$8,725,000).



 


		(C)	By a letter of guarantee no. M42401303XD00018 dated 12 March 2013 (as amended by an amendment dated
17 April 2013, “Letter of Guarantee”) issued by Shinhan Bank (“Refund Guarantor”), a copy
of which is attached at Schedule 10, in favour of the Original Buyer, the Refund Guarantor has guaranteed the refund by the Builder
of the pre-delivery instalments paid and to be paid by the Original Buyer to the Builder under the Original Contract on the terms
and conditions set out therein.



 


		(D)	The Original Buyer and the New Buyer have agreed that the rights and obligations of the Original
Buyer under the Original Contract shall be assumed by the New Buyer and the rights under the Letter of Guarantee shall be assigned
and transferred to the New Buyer and have requested the Builder to agree to this in accordance with Article XIII of the Contract.



  




    	 



    	 



    







 


		(E)	This Deed sets out the terms and conditions upon which the New Buyer, with the consent of the Builder,
shall be substituted for the Original Buyer as the buyer of the Vessel under the Original Contract and upon which the Letter of
Guarantee shall be assigned and transferred to the New Buyer.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS 



 


		(a)	In this Deed (including in the Recitals):



 


“Consultant”
means Seaquest Marine Project Management Limited;


 


“Effective Time”
means the date and time stated to be the “Effective Time” in the Effective Time Notice;


 


“Effective Time Notice”
means a written notice executed by the Parties in the form and on the terms of Schedule 3;


 


“Initial Extras”
means the agreed extras to the Original Contract as set out in Schedule 4 Part A and the cost of which is incorporated within the
Contract Price (as such term is defined in Article II.1 of the Original Contract) and a copy of the full text of which is attached
at Schedule 7 (“Full Text of Initial Extras”);


 


“Long Stop date”
means 28 March 2014; 


 


“Novated Contract”
means the Original Contract as novated by this Deed;


 


“Overall Agreement”
means the agreement dated [●] 2014 between, inter alios, the New Buyer and the Old Buyer in relation to, inter alia, the
novation of the Original Contract;


 


“Payment Schedule”
means the summary of the payment obligations and the status of payments by the Original Buyer under the Original Contract as set
out at Schedule 5;


 


“Plan Approval Extras”
means the plan approval extras as set out in Schedule 4 Part B agreed between the Original Buyer and the Builder up to the Effective
Time and a copy of the full text of which is attached at Schedule 8 (“Full Text of Plan Approval Extras”);


 


“Plan Approval Extras
Cost” means the cost as agreed between the Original Buyer and the Builder for the Plan Approval Extras to become due
and payable to the Builder at the time of delivery of the Vessel under the Original Contract;


 


“Specifications”
means the Builder's Full Specifications with reference number 50CTFS02-12123 dated 11 December 2012 (it being agreed and acknowledged
between the Parties that reference to “50CTFS02-SPP12123” in the Original


 




    	PAGE 2



    	 



    




 


Contract is incorrect), the Comment
Reply Table with reference number 50CTCT02-12123 dated 11 December 2012, the General Arrangement Plan reference number 50CTGA02-12123
dated 11 December 2012, the Accommodation Arrangement Plan with reference number 50CTAA02-12123 dated 11 December 2012 (it being
agreed and acknowledged between the Parties that reference to “50CTGA02-12123” in the Original Contract is incorrect)and
the Manufacturer's List with reference number 50CTML02-12123 dated 11 December 2012;


 


“Supervision Agreement”
means the contract for the supervision of the construction of, inter alia, the Vessel dated 27 March 2013 (as amended and supplemented
by an Addendum No.1 dated 14 August 2013, an Addendum No.2 dated 17 December 2013, an Addendum No. 3 dated 14 January 2014 and
an Addendum No. 4 dated 14 January 2014) among, inter alios, the Consultant and the Original Buyer (represented by Metrostar Management
Corp.);


 


“Supervision Novation
Agreement” means the novation agreement entered into or to be entered into among, inter alios, the Original Buyer, the
New Buyer and the Consultant in respect of the Supervision Agreement on or about the date of this Deed; and


 


“Supplemental Letter”
means the letter, supplemental to the Letter of Guarantee, to be issued by the Refund Guarantor to the New Buyer, substantially
in the form set out in Schedule 2 hereto.


 


		2.	ORIGINAL BUYER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Original Buyer represents and warrants to each of the other Parties that:



 


		(i)	the Original Buyer is duly incorporated under the laws of the Republic of Liberia and has power
and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated by the
Original Contract and this Deed;



 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Original Buyer and do not contravene any applicable law, regulation or order binding on the Original Buyer or
any of its assets or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Original Buyer of the Original Contract
and this Deed nor the consummation of any of the transactions by the Original Buyer contemplated by the Original Contract and this
Deed, require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any 



 




    	PAGE 3



    	 



    

 


 


 





 


governmental authority or agency,
except such as have been obtained and are in full force and effect;


 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute valid, legally
binding and enforceable obligations of the Original Buyer;



 


		(v)	the Original Buyer's rights under the Original Contract are not subject to any mortgage, charge
(whether fixed of floating), pledge, lien, hypothecation, assignment, security interest or other encumbrance securing any obligation
of any person;



 


		(vi)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vii)	as far as the Original Buyer is aware, there are no disputes outstanding between the Original Buyer
and the Builder under the Original Contract, nor is the Original Buyer aware of any unremedied defaults by the Builder under the
Original Contract; and



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract.



 


		(b)	The Original Buyer represents and warrants to the New Buyer that:



 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant to the Original Contract
have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee; and



 


		(ii)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim against the New Buyer and/or the Hull in respect of the Plan Approval Extras Costs.



 


		3.	BUILDER’S REPRESENTATIONS AND WARRANTIES 



 


		(a)	The Builder represents and warrants to each of the other Parties that the following statements
are, at the date hereof, true and accurate:



 


		(i)	the Builder is duly incorporated with limited liability under the laws of the Republic of Korea
and has full power and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated
by the Original Contract and this Deed;



 




    	PAGE 4



    	 



    

 


		(ii)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Builder and do not contravene any applicable law, regulation or order binding on the Builder or any of its assets
or its constitutional documents;



 


		(iii)	neither the execution, delivery and performance by the Builder of the Original Contract and this
Deed nor the consummation of any of the transactions by the Builder contemplated by the Original Contract and this Deed, require
the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any
governmental authority or agency, except such as have been obtained and are in full force and effect;



 


		(iv)	the Original Contract and this Deed constitute or will, upon execution, constitute legal, valid
binding and enforceable obligations of the Builder;



 


		(v)	the copy of the Original Contract and the copy of the Letter of Guarantee attached to this Deed
is a true and complete copy of the original of such document and there have been no amendments or variations thereof thereunder
save for the Initial Extras and the Plan Approval Extras;



 


		(vi)	so far as the Builder is aware, there are no disputes outstanding between the Builder and the Original
Buyer under the Original Contract, nor is the Builder aware of any unremedied defaults by the Original Buyer under the Original
Contract;



 


		(vii)	on the date of this Deed there is no claim by the Builder for a postponement of the Delivery Date
including, but not limited to, by reason of modifications under Article V of the Original Contract or force majeure under Article
VIII of the Original Contract;



 


		(viii)	the Payment Schedule provides a true and complete summary of the payment obligations (and the status
of payments by the Original Buyer) under the Original Contract; and



 


		(ix)	the New Buyer shall not in any event be liable for the payment of the Plan Approval Extras Costs
and the Builder shall have no claim and shall make no claim and shall take no action against the New Buyer and/or the Hull, including
but not limited to delaying delivery of the Hull for any reason related to payment in respect of the Plan Approval Extras Costs.



 


		(b)	The Builder represents and warrants to the New Buyer that:



 




    	PAGE 5



    	 



    

 


		(i)	any and all payments made by the Original Buyer to the Builder pursuant pursuant to the Original
Contract have complied in all respects with the terms and conditions of the Original Contract and the Letter of Guarantee;



 


		(ii)	the Initial Extras and the Initial Extras Costs are correct and complete and the Initial Extras
Costs are included in the Contract Price (as defined in Article II.1 of the Shipbuilding Contract) for the Vessel;



 


		(iii)	the Plan Approval Extras and the Plan Approval Extras Costs are correct and complete; and



 


		(iv)	the Payment Schedule is a correct and complete summary of the payment obligations and the status
of payments by the Original Buyer under the Original Contract.



 


		4.	NEW BUYER’S REPRESENTATIONS AND WARRANTIES 



 


The New Buyer represents and warrants to each of the
other Parties that:


 


		(a)	the New Buyer is duly incorporated with limited liability under the laws of the Republic of the
Marshall Islands and has full power and authority to enter into and perform its obligations under this Deed and the Novated Contract
and to consummate the transactions contemplated by this Deed and the Novated Contract;



 


		(b)	the execution, delivery and performance of this Deed and the consummation of the transactions contemplated
by this Deed and the Novated Contract have been duly authorised by all necessary corporate action on the part of the New Buyer
and do not contravene any applicable law, order or regulation binding on the New Buyer or any of its assets or its constitutional
documents;



 


		(c)	neither the execution, delivery and performance by the New Buyer of this Deed or the Novated Contract,
nor the consummation of any of the transactions by the New Buyer contemplated by this Deed or the Novated Contract, require the
consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental
authority or agency, except such as have been obtained and are in full force and effect; and



 


		(d)	this Deed constitutes legal, valid and binding obligations of the New Buyer and the Novated Contract
will constitute (as and with effect from the Effective Time) legal, valid and binding obligations of the New Buyer.



 


		5.	NOVATION 



 


		(a)	The Parties hereby agree that, with effect from the Effective Time, the New Buyer shall be and
is hereby substituted in the place of the Original Buyer as a party to



 




    	PAGE 6



    	 



    

 


the Original Contract and that
the Original Contract shall henceforth be construed and treated in all respects as if the New Buyer was named therein as the “BUYER”
instead of the Original Buyer.


 


		(b)	The New Buyer hereby agrees with the Builder that, as and with effect from the Effective Time,
the New Buyer shall duly and punctually perform and discharge all liabilities and/or obligations whatsoever from time to time to
be performed or discharged by it or by virtue of the Original Contract in all respects as if the New Buyer was (and had at all
times been) named in the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(c)	The Builder hereby agrees with the New Buyer that, as and with effect from the Effective Time,
the Builder shall be bound by the Original Contract in all respects as if the New Buyer was (and had at all times been) named in
the Original Contract as the “BUYER” instead of the Original Buyer.



 


		(d)	The Builder and the Original Buyer hereby, as and with effect from the Effective Time, mutually
release and discharge each other from all liabilities, obligations, claims and demands whatsoever touching or concerning the Original
Contract or arising out of or in connection with the building of the Vessel and in respect of anything done or omitted to be done
under or in connection therewith and any such liabilities, obligations, claims and demands by each of the Builder and the Original
Buyer will be extinguished from the Effective Time.



 


		(e)	Upon and with effect from the Effective Time the Original Buyer unconditionally, with full title
guarantee, assigns and transfers absolutely all of its right, title and interest in the Letter of Guarantee to the New Buyer.



 


		(f)	Promptly after the execution of this Deed the Original Buyer shall give notice (whether by personal
delivery or by fax or by SWIFT (or equivalent authenticated message) in substantially the form set out in Schedule 6 (Notice
of Assignment) to the Refund Guarantor (with a copy to the New Buyer) of the assignment and transfer of the Letter of Guarantee
on the terms set out in this Deed and shall use all reasonable endeavours to procure that the Refund Guarantor shall promptly after
receipt of such notice execute the Supplemental Letter or (as the case may be) issue the Supplemental Letter and send the same
to the New Buyer (whether by fax or by SWIFT (or equivalent authenticated message).



 


		6.	CONDITIONS 



 


		(a)	The provisions of Clauses 5 and 7 shall be conditional upon and shall only take effect upon receipt
by the Parties of executed copies of the Effective Time Notice.



 


		(b)	If the above condition has not been met by the Longstop Date or such later period as may be agreed
between the Parties, this Deed shall become null and void and none of the Parties shall have any claim against or liability to
the others.



 




    	PAGE 7



    	 



    

 





		7.	PAYMENT 



 


The consideration for the novation
shall be paid by the New Buyer to the Old Buyer in accordance with the terms of the Overall Agreement,


 


		8.	AMENDMENTS TO THE ORIGINAL CONTRACT 



 


		(a)	As and with effect from the Effective Time, the Original Contract shall be amended and supplemented
in accordance with the terms of Schedule 1 hereto but, subject to the terms and conditions of this Deed and save for the substitution
of the New Buyer as the “BUYER” under the Original Contract, the Original Contract shall remain valid, binding and
in full force and effect.



 


		(b)	The Parties hereby acknowledge that the Consultant shall remain the supervisor or supervisors to
be the ‘Supervisors’ of the New Buyer under Article IV.2 of the Original Contract and the Supervision Agreement shall
be novated by the Original Buyer to the New Buyer in accordance with the terms of the Supervision Novation Agreement.



 


		9.	COUNTERPARTS 



 


This Deed may be entered into
in the form of counterparts executed by one or more of the Parties and provided all the Parties shall so execute this Deed, each
of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall
constitute one instrument.


 


		10.	AMENDMENTS TO THIS DEED



 


This Deed may be amended only by an instrument in
writing signed by all of the Parties.


 


		11.	WAIVER



 


Any waiver of any right, power
or privilege by any of the Parties shall be in writing signed by such Party. No failure or delay by any Party to exercise any right,
power or privilege under this Deed shall operate as waiver of that right, power or privilege nor shall any single or partial exercise
of that right, power or privilege preclude any further exercise of that right, power or privilege. The right and remedies provided
in this Deed are cumulative and not exclusive of any rights and remedies provided by law.


 


		12.	LAW AND ARBITRATION



 


		(a)	This Deed (including any non-contractual obligations arising out of or in connection with the same)
shall be governed by and construed in accordance with English law.



 




    	PAGE 8



    	 



    

 


		(b)	Any dispute between the Parties or any of them as to any matter arising out of or in connection
with this Deed shall be settled by arbitration in London, England in accordance with Article XII.2 of the Original Contract.



 


		(c)	No term of this Deed is enforceable under the terms of the Contracts (Rights of Third Parties)
Act 1999 by any person who is not a Party.



 


IN WITNESS WHEREOF the Parties have
caused this Deed to be duly executed by their duly authorized officers and/or attorney-in-fact on the date and year first above
written.


 




    	PAGE 9



    	 



    

  


SCHEDULE 1


 


AMENDMENTS


 


As and with effect from the Effective Time the Original Contract
shall be amended as follows:


 


		(1)	All references to “this Contract” shall be construed as meaning the Original Contract as novated and amended and/or
supplemented by this Deed.



 


		(2)	Article XVII – replace the paragraphs starting from “To the BUYER:” until
                                                           “commercial@metrofin.gr” and replace with:



 


To the BUYER:


 


		Address:	33 Benedict Place



 


2nd Floor.


 


Greenwich,


 


CT 06830


 


United States of America


 


		Email:	management@diamondsshipping.com



 


		Attention:	Craig H. Stevenson Jr., CEO.



 


		Copy to:	Randi C. Lesnick at Jones Day.



Email: rclesnick@jonesday.com


 


and


 


Jessica Maitra and Stephen Mackin
at Eversheds.


Email: JessicaMaitra@eversheds.com


StephenMackin@eversheds.com


 




    	PAGE 10



    	 



    

  


SCHEDULE 2


 


 SUPPLEMENTAL LETTER


 


		To:	SPP 7 LLC



33 Benedict Place


2nd Floor


Greenwich


CRT06830


United States of America


 


		Attn:	Craig H. Stevenson Jr.



 


[●] 2014



 


Dear Sirs


 


LETTER OF GUARANTEE NO. M42401303XD00018


 


We refer to:-


 


		(1)	the shipbuilding contract dated 14 December 2012 (“Contract”) made between (1)
SPP Shipbuilding Co., Ltd. (“Builder”) as builder and (2) Polaris Shipholding Corp. (“Original Buyer”)
as buyer pursuant to which the Builder agreed to design, launch, outfit and complete for the Original Buyer one (1) 50,300 DWT
product oil/chemical tanker (Builder’s Hull No. S-5135) upon the terms and conditions set out therein;



 


		(2)	the deed of novation dated [●] 2014 (“Deed of Novation”) made between
(1) the Builder, (2) SPP 6 LLC (“New Buyer”) and (3) the Original Buyer pursuant to which the parties
thereto have agreed to novate certain rights and obligations of such parties under the Contract upon the terms and subject to the
conditions set out therein to the effect that the Original Buyer shall be substituted as buyer under the Contract by the New Buyer;
and



 


		(3)	the letter of guarantee no. M42401303XD00018 dated 12 March 2013 (as amended by an amendment date
17 April 2013, “Letter of Guarantee”) issued by us in favour of the Original Buyer in respect of the Builder’s
obligations and liabilities under the Contract and the assignment of the Letter of Guarantee by the Original Buyer in favour of
the New Buyer as provided in the Deed of Novation.



 


We hereby confirm that we have received
prior written notice of the assignment in accordance with the terms and conditions of the Letter of Guarantee and that we have
received written notice of the assignment of the Letter of Guarantee with effect from the Effective Time (as defined in the Deed
of Novation) from the Original Buyer, reviewed the terms of the Deed of Novation, and consent to the novation of the Contract on
the terms and conditions set out in the Deed of Novation and agree that:


 


		(a)	the Letter of Guarantee and our obligations thereunder shall remain and continue in full force
and effect notwithstanding the said novation of the Contract;



 




    	PAGE 11



    	 



    

 


		(b)	with effect as from the Effective Time (as defined in the Deed of Novation) the New Buyer shall
be and is hereby substituted in place of the Original Buyer as the “Buyer” in the Letter of Guarantee and the Letter
of Guarantee shall henceforth be construed and treated, and we shall be bound by the Letter of Guarantee, in all respects as if
the New Buyer was the “Buyer” instead of the Original Buyer;



 


		(c)	with effect as from the Effective Time (as defined in the Deed of Novation), references in the
Letter of Guarantee to the “Contract” shall henceforth be references to the Contract as novated and amended by the
Deed of Novation and as from time to time hereafter amended and shall also be deemed to include the Deed of Novation and the obligations
of the New Buyer thereunder; and



 


		(d)	with effect as from the Effective Time (as defined in the Deed of Novation), the Letter of Guarantee
(as amended and supplemented by this Supplemental Letter) shall be a guarantee of, and we hereby guarantee, the obligations of
the Builder on the terms and conditions set out in the Letter of Guarantee (as amended and supplemented).



 


Subject to the foregoing, all other terms and conditions contained
in the Letter of Guarantee shall remain in full force and effect.


 


We further confirm that if for whatever
reason the novation of the Contract does not become effective in accordance with the terms and provisions of the Deed of Novation,
our obligations under the Letter of Guarantee shall remain and continue in full force and effect notwithstanding any such non-effectiveness
of the novation under the Deed of Novation.


 


Yours faithfully


 


	 
	 
	For and on behalf of
	 
	Shinhan Bank 
	 
	By:	 
	 
	Name:
	 
	Title:


 




    	PAGE 12



    	 



    




 


SCHEDULE 3



 


FORM OF EFFECTIVE TIME NOTICE 


 


		To:	Diamond S Shipping Group Inc. (“DSM”) for
and on behalf of themselves and the New Buyers (as defined below))



 


Metrostar Management Corp. (“Metrostar”)
for and on behalf of themselves and the Original Buyers (as defined below)


 


SPP Shipbuilding Co., Ltd (“Builder”)


 


SeaQuest Marine Project Management Limited
(“SeaQuest”)


 


Export-Import Bank of Korea


 


Kookmin Bank


 


Shinhan Bank


 


Woori Bank


 


Carina Shipping & Trading S.A.,
(“Carina”)


 


Signus Trading Co. Ltd., (“Signus”)


 


Lyra Maritime Company, (“Lyra”)


 


Vulpecula Shipping Company, (“Vulpecula”)


 


Alsafi Navigation Co., (“Alsafi”)


 


Pavonis Marine Limited, (“Pavonis”)


 


Taygeta Corporation, (“Taygeta”)


 


Lacerta Marine S.A., (“Lacerta”)


 


Draconis Maritime Co. S.A. , (“Draconis”)


 


Polaris Shipholding Corp., (“Polaris”)


 


(Carina, Signus, Lyra, Vulpecula, Alsafi,
Pavonis, Taygeta, Lacerta, Draconis and Polaris, together the “Original Buyers”).


 


SPP 1 LLC (“SPP 1”)


 


SPP 2 LLC (“SPP 2”)


 


SPP 3 LLC (“SPP 3”)


 




    	PAGE 13



    	 



    




 


SPP 4 LLC (“SPP 4”)


 


SPP 5 LLC (“SPP 5”)


 


SPP 6 LLC (“SPP 6”)


 


SPP 7 LLC (“SPP 7”)


 


SPP 8 LLC (“SPP 8”)


 


SPP 9 LLC (“SPP 9”)


 


SPP 10 LLC (“SPP 10”)


 


(SPP 1, SPP 2, SPP 3, SPP 4, SPP 5, SPP 6, SPP 7, SPP 8, SPP
9, SPP 10, together the “New Buyers”)


 


We refer to:


 


		1.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1177 Novation”) among the Builder, Carina (as the original buyer) and SPP 7 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Carina
for the vessel with the Builder’s Hull No. S-1177.



 


		2.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1178 Novation”) among the Builder, Signus (as the original buyer) and SPP 8 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Signus
for the vessel with the Builder’s Hull No. S-1178.



 


		3.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1183 Novation”) among the Builder, Lyra (as the original buyer) and SPP 9 (as the new buyer) in respect of
the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Lyra for
the vessel with the Builder’s Hull No. S-1183.



 


		4.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1184 Novation”) among the Builder, Vulpecula (as the original buyer) and SPP 10 (as the new buyer) in respect
of the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Vulpecula
for the vessel with the Builder’s Hull No. S-1184.



 


		5.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5130 Novation”) among the Builder, Alsafi (as the original buyer) and SPP 1 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Alsafi
for the vessel with the Builder’s Hull No. S-5130.



 




    	PAGE 14



    	 



    




 


		6.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5131 Novation”) among the Builder, Pavonis (as the original buyer) and SPP 2 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Pavonis
for the vessel with the Builder’s Hull No. S-5131.



 


		7.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5132 Novation”) among the Builder, Taygeta (as the original buyer) and SPP 3 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Taygeta
for the vessel with the Builder’s Hull No. S-5132.



 


		8.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5133 Novation”) among the Builder, Lacerta (as the original buyer) and SPP 4 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Lacerta
for the vessel with the Builder’s Hull No. S-5133.



 


		9.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5134 Novation”) among the Builder, Draconis (as the original buyer) and SPP 5 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Draconis
for the vessel with the Builder’s Hull No. S-5134.



 


		10.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5135 Novation”) among the Builder, Polaris (as the original buyer) and SPP 6 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Polaris
for the vessel with the Builder’s Hull No. S-5135.



 


		11.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“Supervision Novation”) among the Original Buyers, the New Buyers and SeaQuest in respect of the agreement for
the supervision of the construction of certain vessels under construction by the Builder dated 27 March 2013 (as amended and supplemented
to the date hereof, including, but not limited to, by an addendum no.1 dated 14 August 2013, an addendum no.2 dated 17 December
2013, an addendum no.3 dated 14 January 2014 and an addendum no.4 dated 14 January 2014) between the Original Buyers and SeaQuest.



 


(the S-1177 Novation, the S-1178 Novation,
the S-1183 Novation, S-1184 Novation, the S-5130 Novation, the S-5131 Novation, the S-5132 Novation, the S-5133 Novation, the S-5134
Novation and the S-5135 Novation, and the Supervision Novation together the “Novations”).


 


We hereby acknowledge and confirm that the Effective Time for
the purposes of each of the Novations shall be [●] [London] time on [●] 2014.


 


This notice may be entered into in the
form of counterparts executed by one or more of the signatories and provided all the signatories shall so execute this notice,
each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken


 




    	PAGE 15



    	 



    

 


together, they shall constitute one instrument.
A signed copy received by fax or as a “.pdf” file shall be deemed to be an original.


 


Signed by:


 


For and on behalf of


METROSTAR MANAGEMENT CORP.


 


and the ORIGINAL BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


DIAMOND S SHIPPING GROUP INC.


 


and the NEW BUYERS (as defined above)


 


Signed by:


 


For and on behalf of


SPP SHIPBUILDING CO., LTD.


 


Signed by:


 


For and on behalf of


SEAQUEST MARINE PROJECT MANAGEMENT LIMITED


 




    	PAGE 16



    	 



    




 


SCHEDULE 4


 


PART A – INITIAL EXTRAS


 


	(1)	(2)
	Initial Extras	Initial Extras Cost
	Extra Yard Payment. Ref. No. 50CTCT01-121-23. Nov 14, 2012	US$1,843,000
	Extra Cost to Yard. Dec 11, 2012	US$470,000


 


PART B – PLAN APPROVAL EXTRAS


 


	(1)	(2)
	Plan Approval Extras	Plan Approval Costs
	
        Hull No. S-5135 Extra Credit Cost Items List. Date 02/01/2014

         

        Extra Makers List Selection. May 20, 2013
	US$202,104


 




    	PAGE 17



    	 



    

  


SCHEDULE 5


 


PAYMENT SCHEDULE



 


	Contract
    Price and Terms of Payments under Article II of the Original Contract	 
	Contract Price	 	 	1st Payment	 	 	Steel Cutting	 	 	Keel Laying	 	 	Delivery	 
	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 	 	(USD)	 
	 	38,970,000	 	 	 	1,000,000 (paid)	 	 	 	4,625,000	 	 	 	4,625,000	 	 	 	20,995,000	 



 




    	PAGE 18



    	 



    

 





SCHEDULE 6


 


NOTICE OF ASSIGNMENT


 


[form of notice to REFUND GUARANTOR]


 


To:  Shinhan Bank 


 


[l]
2014  


 


Dear Sirs 


 


Letter of Guarantee number M42401303XD00018 dated 12 March 2013
as amended by an amendment dated 17 April 2013 (the “Refund Guarantee”)


 


We refer to the Refund Guarantee issued
by you to ourselves in connection with the shipbuilding contract dated 14 December 2012 between SPP Shipbuilding Co., Ltd., a company
organised and existing under the laws of the Republic of Korea with its registered office at #1988, Chojeon-ri, Sanam-myeon, Sacheon-si,
Gyeongsangnam-do, Korea (the “Builder”) and ourselves as amended and supplemented to the date hereof (including,
but not limited to by an Addendum No. 1 dated 5 April 2013) (the “Contract”) pursuant to which the Builder agreed
to design, construct and deliver, and we agreed to purchase and take delivery of one 50,300 DWT Product Oil/Chemical Tanker with
Builder’s Hull No. S-5135 (the “Vessel”) subject to and upon the terms and conditions therein contained.



 


We
now hereby notify you that by a novation agreement dated [l]
2014 (the “Novation Agreement”), in respect of the Contract we have novated and in respect of the Refund Guarantee
we have assigned with effect as from the Effective Time as defined in the Novation Agreement to SPP 6 LLC (the “New Buyer”)
absolutely all interests and rights which now or at any later time we have under, in or in connection with the Contract and the
Refund Guarantee including, but not limited to: 


 


		(1)	the right to cancel, reject, rescind or terminate the Contract under Article X or otherwise;




 


		(2)	the right to demand and receive the refund of instalments of the Contract Price of the Vessel (as
such term is defined in the Contract, which expression has the same meaning in this notice) payable by the Builder thereunder following
lawful termination of the Contract by the New Buyer); and 



 


		(3)	the right to demand and to receive all payments under or in connection with the Refund Guarantee.




 


We hereby notify you that:


 


		(a)	we may not further assign or charge any of our rights under the Refund Guarantee,



 


		(b)	all our rights, powers, authorities, discretions and remedies now and hereafter under and in connection
with the Refund Guarantee are vested absolutely in the New Buyer and 



 




    	PAGE 19



    	 



    

 


shall be exercisable and enforceable by the New Buyer alone.
In particular, but without limiting this, without the prior written consent of the New Buyer:


 


		(i)	no amendment or variation of the Refund Guarantee may be made,



 


		(ii)	the Refund Guarantee may not be released or cancelled or terminated by us,



 


		(iii)	no breach by you of your obligations under the Refund Guarantee can be waived, and



 


		(iv)	no release, waiver, suspension or subordination may be given of any rights, powers, authorities, discretions or remedies as
are specified in this paragraph (b) above.



 


We request you to issue to the New Buyer an acknowledgement
of receipt of this notice in the attached form.


 


We irrevocably undertake not to give any
instructions or send any communications which would be in any way be inconsistent with the terms of your letter to the New Buyer;
and you are irrevocably instructed to disregard any instruction or communication which you or the New Buyer consider to be inconsistent
with the terms of that letter.


 


A copy of this letter is being sent to the New Buyer.


 


Yours faithfully


 


	 
	for and on behalf of
	Polaris Shipholding Corp.


 




    	PAGE 20



    	 



    

 


Attachment to Notice of Assignment


 


[Supplemental Letter]


 




    	PAGE 21



    	 



    







SCHEDULE 7


 


FULL TEXT OF INITIAL EXTRAS


 




    	PAGE 22



    	 



    

  


SCHEDULE 8


 


FULL TEXT OF PLAN APPROVAL EXTRAS


 




    	PAGE 23



    	 



    

  


SCHEDULE 9


 


ORIGINAL CONTRACT


 




    	PAGE 24



    	 



    

  


SCHEDULE 10


 


LETTER OF GUARANTEE


 




    	PAGE 25



    	 



    

  


EXECUTION PAGE


 


	Executed and delivered as a deed by	)	 
	SPP SHIPBUILDING CO., LTD.	)	 
	Acting by )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 


	Executed and delivered as a deed by	)	 
	POLARIS SHIPHOLDING CORP.	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 





 


	Executed and delivered as a deed by	)	 
	SPP 6 LLC	)	 
	acting by - )	 	 





	 	Name:	 


 


	 	Title:	 


 


	Witnessed by:	 


 


	 	Name:	 


 


	 	Title:	 


 




    	PAGE 26



    	 



    

 


ANNEX 11 


 


PRO-FORMA SUPERVISION NOVATION AGREEMENT



 




    	 



    	 



    

 


PRO-FORMA SUPER VISION NOVATION AGREEMENT 


 


THIS DEED is made on [●] 2014 


 


AMONG: 


 


		(1)	SEAQUEST MARINE PROJECT MANAGEMENT LTD., a company organised and existing under the laws
of Hong Kong with its principal office at 21AB, Lockhart Centre, 301-307 Lockhart Road, Hong Kong (“Consultant”);
and



 


		(2)	THE COMPANIES LISTED IN PART A OF SCHEDULE 1 HERETO, each a company organised and existing
under the laws of the Republic of Liberia with its registered office at 80 Broad Street, Monrovia, Republic of Liberia (“Original
Owners” and each an “Original Owner”); and



 


		(3)	THE COMPANIES LISTED IN PART B OF SCHEDULE 1 HERETO, each a company organised and existing
under the laws of the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands, MH 96960 (“New Owners” and each a “New Owner”).



 


(the Consultant, the Original
Owners and the New Owners together referred to as “Parties” or individually as a “Party”).


 


WHEREAS 


 


		(A)	By a contract for construction supervision dated 27 March 2013 between (1) the Original Owners
(represented by Metrostar Management Corp.) and (2) the Consultant (as amended and supplemented by Addendum No. 1 dated 14 August
2013, Addendum No. 2 dated 17 December 2013, Addendum No. 3 dated 14 January 2014 and Addendum No. 4 dated 14 January 2014, “Original
Contract”), the Consultant has agreed to provide supervision services to the Original Owners in relation to the construction
of ten 50,300 DWT product oil/chemical tankers as set out against the name of the relevant Original Owner in Schedule 1, Part A
(“Vessels”) at the shipyard of SPP Shipbuilding Co., Ltd.’s (“Builder”) shipyard in
Korea upon the terms and conditions set out therein.



 


		(B)	By an overall agreement dated [●] 2014, among inter alios the Original Owners and the New
Owners, the Original Owners and the New Owners have agreed, inter alia, that the Shipbuilding Contracts (as such term is defined
in the Original Contract) be novated to the New Owners in accordance with the terms and conditions set out therein (as amended
and supplemented, “Overall Agreement”).



 


		(C)	The Original Owners and the New Owners have agreed that the rights and obligations of the Original
Owners under the Original Contract shall be assumed by the New Owners and have requested the Consultant to agree to this.



 


		(D)	This Deed sets out the terms and conditions upon which the New Owners, with the consent of the
Consultant, shall be substituted for the Original Owners as the owners



 




    	 



    	 



    

 


of the Vessels (as set out against
the name of the relevant New Owners in Schedule 1, Part B) under the Original Contract.


 


IT IS AGREED as follows: 


 


		1.	DEFINITIONS 



 


In this Deed (including in the
Recitals):


 


“Effective Time”
means the date and time stated to be the “Effective Time” in the Effective Time Notice; 


 


“Effective Time Notice”
means a written notice executed by the Parties in the form and on the terms of Schedule 3 hereto; 


 


“Longstop Date”
means 28 March 2014; and 


 


“Novated Contract”
means the Original Contract as novated by this Deed; 


 


		2.	ORIGINAL OWNERS’ REPRESENTATIONS AND WARRANTIES 



 


Each of the Original Owners represents and warrants
to each of the other Parties that:


 


		(a)	it is duly incorporated with limited liability under the laws of the Republic of Liberia and has
full power and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated
by the Original Contract and this Deed;



 


		(b)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on its part and do not contravene any applicable law, regulation or order binding on it or any of its assets or its constitutional
documents;



 


		(c)	neither the execution, delivery and performance by it of the Original Contract and this Deed nor
the consummation of any of the transactions by it contemplated by the Original Contract and this Deed, require the consent or approval
of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental authority
or agency, except such as have been obtained and are in full force and effect;



 


		(d)	the Original Contract and this Deed constitute or will, upon execution, constitute valid, legally
binding and enforceable obligations of such Original Owner;



 




    	PAGE 2



    	 



    

 


		(e)	its rights under the Original Contract are not subject to any mortgage, charge (whether fixed of
floating), pledge, lien, hypothecation, assignment, security interest or other encumbrance securing any obligation of any person;



 


		(f)	the copy of the Original Contract delivered by the Original Owners to the New Owners is a true
and complete copy of the original of such document and there have been no amendments or variations thereof thereunder; and



 


		(g)	so far as the Original Owner is aware, there are no disputes outstanding between the Original Owners
(or any of them) and the Consultant under the Original Contract, nor is the Original Owner aware of any unremedied defaults by
the Consultant under the Original Contract.



 


		3.	CONSULTANT’S REPRESENTATIONS AND WARRANTIES 



 


The Consultant represents and
warrants to each of the other Parties that the following statements are, at the date hereof, true and accurate –


 


		(a)	the Consultant is duly incorporated with limited liability under the laws of Hong Kong and has
full power and authority to enter into and perform its obligations under this Deed and to consummate the transactions contemplated
by the Original Contract and this Deed;



 


		(b)	the execution, delivery and performance of the Original Contract and this Deed and the consummation
of the transactions contemplated by the Original Contract and this Deed have been duly authorised by all necessary corporate action
on the part of the Consultant and do not contravene any applicable law, regulation or order binding on the Consultant or any of
its assets or its constitutional documents;



 


		(c)	neither the execution, delivery and performance by the Consultant of the Original Contract and
this Deed nor the consummation of any of the transactions by the Consultant contemplated by the Original Contract and this Deed,
require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect
of, any governmental authority or agency, except such as have been obtained and are in full force and effect;



 


		(d)	the Original Contract and this Deed constitute or will, upon execution, constitute legal, valid
binding and enforceable obligations of the Consultant; and



 


		(e)	so far as the Consultant is aware, there are no disputes outstanding between the Consultant and
the Original Owners (or any of them) under the Original Contract, nor is the Consultant aware of any unremedied defaults by the
Original Owners (or any of them) under the Original Contract.



 




    	PAGE 3



    	 



    

 


		4.	NEW OWNERS’ REPRESENTATIONS AND WARRANTIES 



 


Each of the New Owners represents and warrants to
each of the other Parties that:


 


		(a)	it is duly incorporated with limited liability under the laws of Republic of the Marshall Islands
and has full power and authority to enter into and perform its obligations under this Deed and the Novated Contract and to
consummate the transactions contemplated by this Deed and the Novated Contract;



 


		(b)	the execution, delivery and performance of this Deed and the consummation of the transactions contemplated
by this Deed and the Novated Contract have been duly authorised by all necessary corporate action on the part of such New Owner
and do not contravene any applicable law, order or regulation binding on such New Owner or any or its assets or its constitutional
documents;



 


		(c)	neither the execution, delivery and performance by such New Owner of this Deed or the Novated Contract,
nor the consummation of any of the transactions by such New Owner contemplated by this Deed or the Novated Contract, require the
consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental
authority or agency, except such as have been obtained and are in full force and effect; and



 


		(d)	this Deed constitutes legal, valid and binding obligations of such New Owner and the Novated Contract
will constitute (as and with effect from the Effective Time) legal, valid and binding obligations of such New Owner.



 


		5.	NOVATION 



 


		(a)	The Parties hereby agree that, with effect from the Effective Time, the New Owners shall be and
are hereby substituted in the place of the Original Owners as a party to the Original Contract and that the Original Contract shall
henceforth be construed and treated in all respects as if the New Owners were named therein as the “Owners” instead
of the Original Owners.



 


		(b)	Each New Owner hereby agrees with the Consultant that, as and with effect from the Effective Time,
the New Owners shall duly and punctually perform and discharge all liabilities and/or obligations whatsoever from time to time
to be performed or discharged by them or by virtue of the Original Contract in all respects as if the New Owners were (and had
at all times been) named in the Original Contract as “Owners” instead of the Original Owners.



 


		(c)	The Consultant hereby agrees with the New Owners that, as and with effect from the Effective Time,
the Consultant shall be bound by the Original Contract in all respects as if the New Owners were (and had at all times been) named
in the Original Contract as “Owners” instead of the Original Owners.



 




    	PAGE 4



    	 



    

 


		(d)	The Consultant and the Original Owners hereby, as and with effect from the Effective Time, mutually
release and discharge each other from all liabilities, obligations, claims and demands whatsoever touching or concerning the Original
Contract or arising out of or in connection with the supervision of the construction of the Vessels (or any of them) and in respect
of anything done or omitted to be done under or in connection therewith and any such liabilities, obligations, claims and demands
by each of the Consultant and the Original Owners will be extinguished as and with effect from the Effective Time.



 


		(e)	The Original Owners shall be liable for all payments under the Original Contract prior to the Effective
Time. The New Owners shall be liable for all payments under the Original Contract from the date of the Effective Time.



 


		6.	EFFECTIVENESS 



 


This Deed shall become effective
upon the time and date set out in the Effective Time Notice. In the event that the Effective Time Notice is not executed by the
Parties on or before the Longstop Date or such later period as may be agreed between the Parties, this Deed shall become null and
void and none of the Parties shall have any claim against or liability to the others.


 


		7.	AMENDMENTS TO THE ORIGINAL CONTRACT 



 


As and with effect from the
Effective Time, the Original Contract shall be amended and supplemented in accordance with the terms of Schedule 2 hereto but,
subject to the terms and conditions of this Deed and save for the substitution of the New Owners as the “Owners” under
the Original Contract, the Original Contract shall remain valid, binding and in full force and effect.


 


		8.	COUNTERPARTS 



 


This Deed may be entered into
in the form of counterparts executed by one or more of the Parties and provided all the Parties shall so execute this Deed, each
of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall
constitute one instrument.


 


		9.	AMENDMENTS TO THIS DEED 



 


This Deed may be amended only by an instrument in
writing signed by all of the Parties.


 


		10.	WAIVER



 


Any waiver of any right, power
or privilege by any of the Parties shall be in writing signed by such Party. No failure or delay by any Party to exercise any right,
power or privilege under this Deed shall operate as waiver of that right, power or privilege nor shall any single or partial exercise
of that right, power or privilege preclude any


 




    	PAGE 5



    	 



    

 


further exercise of that right,
power or privilege. The right and remedies provided in this Deed are cumulative and not exclusive of any rights and remedies provided
by law.


 


		11.	LAW
AND ARBITRATION



 


		(a)	This Deed (including any non-contractual obligations arising out of or in connection with the same)
shall be governed by and construed in accordance with English law.



 


		(b)	Any dispute between the Parties or any of them as to any matter arising out of or in connection
with this Deed shall be settled by arbitration in London, England in accordance with clause 11 of the Original Contract.



 


		(c)	No term of this Deed is enforceable under the terms of the Contracts (Rights of Third Parties)
Act 1999 by any person who is not a Party.



 


IN WITNESS WHEREOF the Parties have
caused this Deed to be duly executed by their duly authorized officers and/or attorney-in-fact on the date and year first above
written.


 




    	PAGE 6



    	 



    

 


SCHEDULE 1


 


PART
A


 


Original Owners 


 


	Owner	 	Vessel
	 	 	 
	Alsafi Navigation Co.	 	S5130
	 	 	 
	Pavonis Marine Limited	 	S5131
	 	 	 
	Taygeta Corporation	 	S5132
	 	 	 
	Lacerta Maritime S.A.	 	S5133
	 	 	 
	Draconis Maritime Co., S.A.	 	S5134
	 	 	 
	Polaris Shipholding Corp.	 	S5135
	 	 	 
	Carina Shipping & Trading S.A.	 	S1177
	 	 	 
	Signus Trading Co., Ltd.	 	S1178
	 	 	 
	Lyra Maritime Company	 	S1183
	 	 	 
	Vulpecula Shipping Company	 	S1184




 




    	PAGE 7



    	 



    

 


PART B


New Owners 


 





	Owner	 	Vessel
	 	 	 
	SPP 7 LLC	 	S1177
	 	 	 
	SPP 8 LLC	 	S1178
	 	 	 
	SPP 9 LLC	 	S1183
	 	 	 
	SPP 10 LLC	 	S1184
	 	 	 
	SPP 1 LLC	 	S5130
	 	 	 
	SPP 2 LLC	 	S5131
	 	 	 
	SPP 3 LLC	 	S5132
	 	 	 
	SPP 4 LLC	 	S5133
	 	 	 
	SPP 5 LLC	 	S5134
	 	 	 
	SPP 6 LLC	 	S5135




 




    	PAGE 8



    	 



    

 


SCHEDULE 2


 


AMENDMENTS


 


As and with effect from the Effective Time
the Original Contract shall be amended as follows:


 


		(1)	All references to “this Contract” shall be construed as meaning the Original Contract
as novated and amended and/or supplemented by this Deed.



 


		(2)	Clause 15 – replace the paragraph starting from “For the Owners” until
                                                           “tech@metrostar.gr” and replace with:



 


For the Owners:


 


	 	Address:	33 Benedict Place
	 	 	 
	 	 	2nd Floor.
	 	 	 
	 	 	Greenwich,
	 	 	 
	 	 	CT 06830
	 	 	 
	 	 	United States of America
	 	 	 
	 	Email:	management@diamondsshipping.com
	 	 	 
	 	Attention:	Craig H. Stevenson Jr., CEO.


 


	 	Copy to:	 
	 	 	 
	 	 	Randi C. Lesnick at Jones Day.
	 	 	Email: rclesnick@jonesday.com
	 	 	 
	 	 	and
	 	 	 
	 	 	Jessica Maitra and Stephen Mackin at Eversheds.
	 	 	 
	 	 	Email:  JessicaMaitra@eversheds.com
	 	 	  StephenMackin@eversheds.com


 




    	PAGE 9



    	 



    

 


SCHEDULE 3


 


FORM OF EFFECTIVE TIME
NOTICE


 


To:                        Diamond S Shipping Group Inc. (“DSM”)
for and on behalf of themselves and the New Buyers (as defined below))


 


Metrostar Management Corp. (“Metrostar”)
for and on behalf of themselves and the Original Buyers (as defined below)


 


SPP Shipbuilding Co., Ltd (“Builder”)


 


SeaQuest Marine Project Management Limited (“SeaQuest”)


 


Export-Import Bank of Korea


 


Kookmin Bank


 


Shinhan Bank


 


Woori Bank


 


Carina Shipping & Trading S.A., (“Carina”)


 


Signus Trading Co. Ltd., (“Signus”)


 


Lyra Maritime Company, (“Lyra”)


 


Vulpecula Shipping Company, (“Vulpecula”)


 


Alsafi Navigation Co., (“Alsafi”)


 


Pavonis Marine Limited, (“Pavonis”)


 


Taygeta Corporation, (“Taygeta”)


 


Lacerta Marine S.A., (“Lacerta”)


 


Draconis Maritime Co. S.A. , (“Draconis”)


 


Polaris Shipholding Corp., (“Polaris”)


 


(Carina, Signus, Lyra, Vulpecula, Alsafi, Pavonis,
Taygeta, Lacerta, Draconis and Polaris, together the “Original Buyers”).


 


SPP 1 LLC (“SPP 1”)


 


SPP 2 LLC (“SPP 2”)


 


SPP 3 LLC (“SPP 3”)


 




    	PAGE 10



    	 



    

 


SPP 4 LLC (“SPP 4”)


 


SPP 5 LLC (“SPP 5”)


 


SPP 6 LLC (“SPP 6”)


 


SPP 7 LLC (“SPP 7”)


 


SPP 8 LLC (“SPP 8”)


 


SPP 9 LLC (“SPP 9”)


 


SPP 10 LLC (“SPP 10”)


 


(SPP 1, SPP 2, SPP 3, SPP 4, SPP 5, SPP 6, SPP 7,
SPP 8, SPP 9, SPP 10, together the “New Buyers”)


 


We refer to: 


 


		1.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1177 Novation”) among the Builder, Carina (as the original buyer) and SPP 7 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Carina
for the vessel with the Builder’s Hull No. S-1177.



 


		2.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1178 Novation”) among the Builder, Signus (as the original buyer) and SPP 8 (as the new buyer) in respect
of the shipbuilding contract dated 2 August 2013 (as amended and supplemented to the date hereof) between the Builder and Signus
for the vessel with the Builder’s Hull No. S-1178.



 


		3.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the “S-1183 Novation”)
among the Builder, Lyra (as the original buyer) and SPP 9 (as the new buyer) in respect of the shipbuilding contract dated 17 October
2013 (as amended and supplemented to the date hereof) between the Builder and Lyra for the vessel with the Builder’s Hull
No. S-1183.



 


		4.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-1184 Novation”) among the Builder, Vulpecula (as the original buyer) and SPP 10 (as the new buyer) in respect
of the shipbuilding contract dated 17 October 2013 (as amended and supplemented to the date hereof) between the Builder and Vulpecula
for the vessel with the Builder’s Hull No. S-1184.



 


		5.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5130 Novation”) among the Builder, Alsafi (as the original buyer) and SPP 1 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Alsafi
for the vessel with the Builder’s Hull No. S-5130.



 




    	PAGE 11



    	 



    

 


		6.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5131 Novation”) among the Builder, Pavonis (as the original buyer) and SPP 2 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Pavonis
for the vessel with the Builder’s Hull No. S-5131.



 


		7.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5132 Novation”) among the Builder, Taygeta (as the original buyer) and SPP 3 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Taygeta
for the vessel with the Builder’s Hull No. S-5132.



 


		8.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5133 Novation”) among the Builder, Lacerta (as the original buyer) and SPP 4 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Lacerta
for the vessel with the Builder’s Hull No. S-5133.



 


		9.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5134 Novation”) among the Builder, Draconis (as the original buyer) and SPP 5 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Draconis
for the vessel with the Builder’s Hull No. S-5134.



 


		10.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“S-5135 Novation”) among the Builder, Polaris (as the original buyer) and SPP 6 (as the new buyer) in respect
of the shipbuilding contract dated 14 December 2012 (as amended and supplemented to the date hereof) between the Builder and Polaris
for the vessel with the Builder’s Hull No. S-5135.



 


		11.	The novation agreement dated [●] 2014 (as amended and supplemented to the date hereof the
“Supervision Novation”) among the Original Buyers, the New Buyers and SeaQuest in respect of the agreement for
the supervision of the construction of certain vessels under construction by the Builder dated 27 March 2013 (as amended and supplemented
to the date hereof, including, but not limited to, by an addendum no.1 dated 14 August 2013, an addendum no.2 dated 17 December
2013, an addendum no.3 dated 14 January 2014 and an addendum no.4 dated 14 January 2014) between the Original Buyers and SeaQuest.



 


(the S-1177 Novation, the S-1178 Novation, the S-1183
Novation, S-1184 Novation, the S-5130 Novation, the S-5131 Novation, the S-5132 Novation, the S-5133 Novation, the S-5134 Novation
and the S-5135 Novation, and the Supervision Novation together the “Novations”).


 


We hereby acknowledge and confirm that the Effective Time for
the purposes of each of the Novations shall be [●] [London] time on [●] 2014.


 




    	PAGE 12



    	 



    

 


This notice may be entered into in the form of counterparts
executed by one or more of the signatories and provided all the signatories shall so execute this notice, each of the executed
counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall constitute one
instrument. A signed copy received by fax or as a “.pdf” file shall be deemed to be an original.


 


	Signed by:	 
	 	 
	 	 
	 	 
	For and on behalf of	 
	METROSTAR MANAGEMENT CORP.
	and the ORIGINAL BUYERS (as defined above)
	 	 
	Signed by:	 
	 	 
	 	 
	 	 
	For and on behalf of	 
	DIAMOND S SHIPPING GROUP INC.
	and the NEW BUYERS (as defined above)
	 	 
	Signed by:	 
	 	 
	 	 
	 	 
	For and on behalf of	 
	SPP SHIPBUILDING CO., LTD.	 
	 	 
	Signed by:	 
	 	 
	 	 
	 	 
	For and on behalf of	 
	SEAQUEST MARINE PROJECT
	MANAGEMENT LIMITED


 




    	PAGE 13



    	 



    

 


EXECUTION PAGE


 


	Executed and delivered as a deed by	)	 	 
	ALSAFI NAVIGATION CO.	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


	Executed and delivered as a deed by	)	 	 
	PAVONIS MARINE LIMITED	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


	Executed and delivered as a deed by	)	 	 
	TAYGETA CORPORATION	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 




    	PAGE 14



    	 



    

 


	Executed and delivered as a deed by	)	 	 
	LACERTA MARITIME S.A.	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


	Executed and delivered as a deed by	)	 	 
	DRACONIS MARITIME CO., S.A.	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


	Executed and delivered as a deed by	)	 	 
	CARINA SHIPPING & TRADING S.A.	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 




    	PAGE 15



    	 



    

 


	Executed and delivered as a deed by	)	 	 
	SIGNUS TRADING CO., LTD.	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


	Executed and delivered as a deed by	)	 	 
	LYRA MARITIME COMPANY	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


	Executed and delivered as a deed by	)	 	 
	VULPECULA SHIPPING COMPANY	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 




    	PAGE 16



    	 



    

 


	Executed and delivered as a deed by	)	 	 
	POLARIS SHIPHOLDING CORP.	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


	Executed and delivered as a deed by	)	 
	SEAQUEST MARINE PROJECT	)	 
	MANAGEMENT LIMITED	)	 
	and affixed with its Common Seal	)	 
	and signed by its Director	)	 
	 	 	 
	 	 	Common Seal
	 	 	 
	 	 	 
	 	 	Name of Director
	 	 	 
	 	 	 
	 	 	Signature of Director


 


	Executed and delivered as a deed by	)	 	 
	SPP 1 LLC	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 




    	PAGE 17



    	 



    

 


	Executed and delivered as a deed by	)	 	 
	SPP 2 LLC	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


	Executed and delivered as a deed by	)	 	 
	SPP 3 LLC	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


	Executed and delivered as a deed by	)	 	 
	SPP 4 LLC	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 




    	PAGE 18



    	 



    

 


	Executed and delivered as a deed by	)	 	 
	SPP 5 LLC	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


	Executed and delivered as a deed by	)	 	 
	SPP 6 LLC	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


	Executed and delivered as a deed by	)	 	 
	SPP 7 LLC	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 




    	PAGE 19



    	 



    

 


	Executed and delivered as a deed by	)	 	 
	SPP 8 LLC	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


	Executed and delivered as a deed by	)	 	 
	SPP 9 LLC	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


	Executed and delivered as a deed by	)	 	 
	SPP 10 LLC	)	 	 
	acting by -	)	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	Witnessed by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 




    	PAGE 20



    	 



    

 


ANNEX 12


 


“BUYERS’ SUPPLIED ITEMS”
LIST


 




    	 



    	 



    

 





		003	Buyer’s supply



 


The Buyer’s supply items
shall be delivered to the Builder’s yard on the Buyer’s account at the time designated by the Builder to meet the Builder’s
construction schedule. For this purpose the Builder shall give the Buyer sufficient advance notice for the items required to be
arrived at the Builder’s yard.


 


The Builder shall be responsible
for storing and handling of the Buyer’s supply items after arrival to the Builder’s yard and shall install and/or store
those items to the Vessel.


 


The Buyer shall furnish the plans,
instruction books, test reports and test certificates, etc., if any, required by the Buyer’s supply items to the Builder
in time for installation work.


 


The supervision fees related
to final adjustment, inspection and certifications of the Buyer’s supply items shall be paid by the Buyer.


 


The Buyer’s supply will
be such items as below.


 


		-	Nautical instruments in excess of the Specifications



		-	All charts, sailing books and flags



		-	Copy machine, typewriters and stationeries etc.



		-	All bedding and linen (blankets, sheets, pillow, etc.) except mattresses and bed cover



		-	All Napery



		-	All cook’s and steward’s utensils



		-	All chandlery



		-	Decorative pictures and paintings



		-	Gymnasium equipment in excess of the Specifications



		-	All entertainment equipment in excess of the Specifications



		-	Medicines, medical and surgical instruments and sterilizers



		-	Steel wires and mooring lines in excess of the Specifications



		-	Portable hoses and cleaning devices



		-	All Cargo hoses



		-	Portable tank cleaning machines



		-	Portable gas freeing fan



		-	Consumable stores



		-	Operating fuel oil and lubricating oil for all machinery and water, except consumed quantities
before delivery of the Vessel (The supplier of L.O. must be decided before keel laying of the Vessel by the Buyer.)



		-	Test kits for boiler water, fuel oil and lubricating oil



 




    	0 - 4



    	 



    

 


		-	Chemical compounds for the treatment of feed water and cooling fresh water



		-	Bosun’s and carpenter’s inventory in excess of Specifications



		-	Such items as described “Buyer’s supply” in the Specifications



		-	Fireman’s outfits and portable fire fitting equipment in excess of the requirement of Classification Society and Authority



		-	Suez canal search light



		-	Additional equipment required by the Authority in excess of the Specifications



		-	All other spare, store and equipment over and above the Rule requirements and the Specifications



		-	Garbage management plan according to MARPOL 73/78



		-	Shipboard marine pollution emergency plan (SMPEP)



		-	International Ship Security Certificate (ISSC) and preparation
of Ship Security Plan (SSP) covering the requirement of ISPS code except followings which shall be provided by the Builder.



		·	Automatic Identification System (AIS)



		·	Ship’s Identification number (IMO number)



		-	Tool
                                         locker supplied by Buyer and installed by Builder.



			(Detail location & size shall be informed by Buyer during
                                         detail design stage and cost adjustment to be discussed during detail design stage.)



 


		004	Identification of equipment



 


All units of equipment shall be identified by name
and, in case of multiple units, by name and numeral.


 


Allocation of numerals shall be as follows;


 


	Starboard side	:	No.1	Port side	:	No.2
	Forward	:	No.1	Aft	:	No.2
	Upper	:	No.1	Lower	:	No.2




 




    	0 - 5



    	 



    

 


ANNEX 13


 


“MAKERS LIST”


 




    	 



    	 



    

 





 




    	 



    	 



    

 





 




    	 



    	 



    

 





 




    	 



    	 



    

 


ANNEX 14


 


OUTSTANDING DUE DILIGENCE ITEMS


 


		1.	Metrostar shall provide to DSM in a form and substance acceptable to DSM (such acceptance not to be unreasonably delayed or
withheld), supporting documentary evidence signed by Metrostar and the Builder, which evidences such agreed Plan Approval Extras
Costs that are not evidenced within the documents attached at Schedule 10 of this Agreement. The Parties acknowledge that the documents
attached at Schedule 10 of this Agreement do not evidence the agreed Plan Approval Extras Costs for the amounts (per Hull) set
out in the below table.



 


	Hull No.	 	“Outstanding” Plan Approval
    Extras Costs (USD)
	 	 	 
	Hull No. S-1177	 	US$101,430
	 	 	 
	Hull No. S-1178	 	US$101,430
	 	 	 
	Hull No. S-1183	 	US$101,430
	 	 	 
	Hull No. S-1184	 	US$101,430
	 	 	 
	Hull No. S-5130	 	US$118,430
	 	 	 
	Hull No. S-5131	 	US$101,430
	 	 	 
	Hull No. S-5132	 	US$101,430
	 	 	 
	Hull No. S-5133	 	US$101,430
	 	 	 
	Hull No. S-5134	 	US$101,430
	 	 	 
	Hull No. S-5135	 	US$101,430


 




    	 



    	 



    

 


EXECUTION PAGE


 


	Signed by: Gerasimos Roumantzas (Director/President)
	 	 
	/s/ Gerasimos Roumantzas	 
	 	 
	For and on behalf of	 
	METROSTAR MANAGEMENT CORP.	 
	 	 
	Signed by:  Michael Kougellis (Authorised Signatory)    
	 	 
	/s/ Michael Kougellis	 
	 	 
	For and on behalf of 	 
	ALSAFI NAVIGATION CO.	 
	 	 
	Signed by:  Michael Kougellis (Authorised Signatory)    
	 	 
	/s/ Michael Kougellis	 
	 	 
	For and on behalf of	 
	CARINA SHIPPING & TRADING S.A.	 
	 	 
	Signed by:  Michael Kougellis (Authorised Signatory)    
	 	 
	/s/ Michael Kougellis	 
	 	 
	For and on behalf of 	 
	DRACONIS MARITIME CO. S.A.	 
	 	 
	Signed by:  Michael Kougellis (Authorised Signatory)  
	 	 
	/s/ Michael Kougellis	 
	 	 
	For and on behalf of 	 
	LACERTA MARINE S.A.	 
	 	 
	Signed by:  Michael Kougellis (Authorised Signatory)    
	 	 
	/s/ Michael Kougellis	 
	 	 
	For and on behalf of	 
	LYRA MARITIME COMPANY	 


 




    	 



    	 



    

 


	Signed by:  Michael Kougellis (Authorised Signatory)    
	 	 
	/s/ Michael Kougellis	 
	 	 
	For and on behalf of 	 
	PAVONIS MARINE LIMITED
	 	 
	Signed by:  Michael Kougellis (Authorised Signatory)    
	 	 
	/s/ Michael Kougellis	 
	 	 
	For and on behalf of	 
	POLARIS SHIPHOLDING CORP.	 
	 	 
	Signed by:  Michael Kougellis (Authorised Signatory)    
	 	 
	/s/ Michael Kougellis	 
	 	 
	For and on behalf of 	 
	SIGNUS TRADING CO. LTD.
	 	 
	Signed by:  Michael Kougellis (Authorised Signatory)    
	 	 
	/s/ Michael Kougellis	 
	 	 
	For and on behalf of	 
	VULPECULA SHIPPING COMPANY
	 	 
	Signed by:  Michael Kougellis (Authorised Signatory)    
	 	 
	/s/ Michael Kougellis	 
	 	 
	For and on behalf of 	 
	TAYGETA CORPORATION
	 	 
	Signed by: 
	 	 
	 	 
	 	 
	For and on behalf of	 
	DIAMOND S SHIPPING GROUP, INC.	 


 






    	 



    	 



    

 


	Signed by:  
	 	 
	 	 
	 	 
	For and on behalf of 	 
	PAVONIS MARINE LIMITED
	 	 
	Signed by:  
	 	 
	 	 
	 	 
	For and on behalf of	 
	POLARIS SHIPHOLDING CORP.	 
	 	 
	Signed by:  
	 	 
	 	 
	 	 
	For and on behalf of 	 
	SIGNUS TRADING CO. LTD.
	 	 
	Signed by:  
	 	 
	 	 
	 	 
	For and on behalf of	 
	VULPECULA SHIPPING COMPANY
	 	 
	Signed by:  
	 	 
	 	 
	 	 
	For and on behalf of 	 
	TAYGETA CORPORATION
	 	 
	Signed by: Craig H. Stevenson Jr. President & CEO 
	 	 
	/s/ Craig H. Stevenson Jr.	 
	 	 
	For and on behalf of	 
	DIAMOND S SHIPPING GROUP, INC.	 


 




    	 



    	 



    

 


	Signed by:  Craig H. Stevenson Jr.	 
	 	 
	/s/ Craig H. Stevenson Jr.	 
	 	 
	For and behalf of	 
	SPP 1 LLC	 
	 	 
	Signed by:  Craig H. Stevenson Jr.	 
	 	 
	/s/ Craig H. Stevenson Jr.	 
	 	 
	For and on behalf of	 
	SPP 2 LLC	 
	 	 
	Signed by:  Craig H. Stevenson Jr.	 
	 	 
	/s/ Craig H. Stevenson Jr.	 
	 	 
	For and on behalf of	 
	SPP 3 LLC	 
	 	 
	Signed by:  Craig H. Stevenson Jr.	 
	 	 
	/s/ Craig H. Stevenson Jr.	 
	 	 
	For and on behalf of	 
	SPP 4 LLC	 
	 	 
	Signed by:  Craig H. Stevenson Jr.	 
	 	 
	/s/ Craig H. Stevenson Jr.	 
	 	 
	For and on behalf of	 
	SPP 5 LLC	 
	 	 
	Signed by:  Craig H. Stevenson Jr.	 
	 	 
	/s/ Craig H. Stevenson Jr.	 
	 	 
	For and on behalf of	 
	SPP 6 LLC	 


 




    	 



    	 



    

 


	Signed by:  Craig H. Stevenson Jr.	 
	 	 
	/s/ Craig H. Stevenson Jr.	 
	 	 
	For and on behalf of 	 
	SPP 7 LLC	 
	 	 
	Signed by:  Craig H. Stevenson Jr.	 
	 	 
	/s/ Craig H. Stevenson Jr.	 
	 	 
	For and on behalf of	 
	SPP 8 LLC	 
	 	 
	Signed by:  Craig H. Stevenson Jr.	 
	 	 
	/s/ Craig H. Stevenson Jr.	 
	 	 
	For and on behalf of	 
	SPP 9 LLC	 
	 	 
	Signed by:  Craig H. Stevenson Jr.	 
	 	 
	/s/ Craig H. Stevenson Jr.	 
	 	 
	For and on behalf of	 
	SPP 10 LLC