Exhibit 4.114

  	
          1. Date of Agreement

           

          11th January 2019

           

          M/T ECO PALM DESERT

           

        	 	
          THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

          STANDARD SHIP MANAGEMENT AGREEMENT

          CODE NAME: "SHIPMAN 98"

          Part I

        
	
          2. Owners (name, place of registered office and law of registry) (Cl. 1)

        	 	
          3. Managers (name, place of registered office and law of registry) (Cl. 1)

        
	 	 	 	 	 
	 	
          ASTARTE INTERNATIONAL INC.

        	 	 	
          CENTRAL SHIPPING INC.

        
	 	
          Name

        	 	 	
          Name

        
	 	 	 	 	 
	 	
          The Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands

        	 	 	
          The Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands

        
	 	
          Place of registered office

        	 	 	
          Place of registered office

        
	 	 	 	 	 
	 	
          Marshall Islands

        	 	 	
          Marshall Islands

        
	 	
          Law of Registry

        	 	 	
          Law of Registry

        
	 	 	 	 	 
	
          4. Day and year of commencement of Agreement (Cl. 2)

           

          11th January 2019

           

        
	
          5. Crew Management (state "yes" or "no" as agreed) (Cl. 3.1)

           

          YES

           

        	 	
          6. Technical Management (state "yes" or "no" as agreed) (Cl.




                  3.2)

           

          YES

           

        
	
          7. Insurance (state "yes" or "no" as agreed) (Cl. 3.3)

           

          YES

           

        	 	
          8. Insurance Arrangements (state “yes” or “no” as agreed) (Cl.




                  3.4)

           

          YES

           

        
	
          9. Accounting (state "yes" or "no" as agreed) (Cl. 3.5)

           

          YES

           

        	 	
          10. Sale or purchase of the Vessel (state “yes” or “no” as agreed (Cl. 3.6)

           

          YES

           

        
	
          11. Provisions (state “yes” or “no” as agreed) (Cl. 3.7)

           

          YES

           

        	 	
          12. Bunkering (state “yes” or “no” as agreed) (Cl. 3.8)

           

          YES

           

        
	
          13. Chartering Services (only to be filled in if “yes” in box 7) (Cl. 3.3(i))

           

          FOR THE ENTIRE DURATION OF THIS AGREEMENT

           

        	 	
          14. Managers’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)

           

          (i)

           

        
	
          15. Annual Management Fee (state annual amount) (Cl. 8.1)

           

          AS PER ANNEX “E”

           

        	 	
          16. Severance Costs (state maximum amount) (Cl. 8.4(ii))

           

          AT COST AS PER SEAMEN COLLECTIVE AGREEMENT

           

        
	
          17. Day and year of termination of Agreement (Cl. 17)

           

          Duration 5 years, automatically renewed.

           

        	 	
          18. Law and Arbitration (state alternative 19.1,
              19.2 or 19.3 place of arbitration must be stated) (Cl. 19)

           

          AT COST AS PER CLAUSE 19.1

           

        
	
          19. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl. 25)

          TOP SHIPS INC.

              1, Vas.Sofias & Meg. Alexandrou Str.,

              15124, Maroussi, Athens, Greece

              E-mail : vi@topships.org

              Fax      : +30 210 6141 276

        	 	
          20. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Cl. 20)

          CENTRAL SHIPPING INC.

              c/o CENTRAL MARE INC.

              1, Vas. Sofias & Meg. Alexandrou Str.,

              15124, Maroussi, Athens, Greece

              E-mail: ops@centralmare.com

              Fax     : +30 210 8020 364

        
	
           

            

          It is mutually agreed between the party stated in Box 2
              and the party stated in Box 3 that this Agreement consisting of PART
                  I and PART II as well as Annexes "A"
              (Details of Vessel), "B" (Details of Crew), “C” (Budget),
              and “D” (Associated Vessels) attached hereto, shall be performed subject to the conditions contained herein.  In the event of a conflict of
              conditions, the provisions of PART I and Annexes “A”, “B”, “C” and “D” shall prevail over those of PART II to the extent of such conflict but no father.

           

            

        
	 	 	 
	
          Signature(s) (Owners)

           

          /s/ ___________________

            

           

           

          ASTARTE INTERNATIONAL INC.

           

        	 	
          Signature(s) (Managers)

           

          /s/ Andreas M. Louka

          Andreas M. Louka

          Attorney-in-fact

           

          CENTRAL SHIPPING INC.

        


  

  

  

  

  This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form
      must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the test of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage
      or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

  
    
      


  

  

  

  	
          ANNEX “A” (DETAILS OF VESSEL OR VESSELS) TO

              THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

              STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98’

        


  

  

  	
          Date of Agreement:

        	
          11th January 2019

        
	 	 
	 	 
	
          Name of Vessel(s):

        	
          M/T ECO PALM DESERT

        
	 	 
	 	 
	 	
          Particulars of Vessel:

        
	 	 
	 	 


  

  

  

  

  	
          TYPE OF VESSEL

        	
          Oil and Chemicals

              Ship Type IMO 2 & 3

        
	
          HULL TYPE

        	
          Double Hull

        
	
          IMO NUMBER

        	
          9828912

        
	
          FLAG

        	
          Marshall Islands

        
	
          YEAR & PLACE BUILT

        	
          2018 at Hyundai Vinashin Shipyard, Vietnam

        
	
          CLASS SOCIETY

        	
          Lloyd’s Register

        
	
          CALL SIGN

        	
          V7BP9

        
	
          LOA, BREADTH, DEPTH

        	
          183 M / 32,20 M / 19,10 M

        
	
          SDWT - DRAFT

        	
          49,932 MT @ 13.30 M

        


  

  

  This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form
      must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the test of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage
      or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

  
    
      


  

  

  

  	
          ANNEX “B” (DETAILS OF CREW) TO

              THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

              STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98’

        


  

  

  
    
      	Date of Agreement:	
              11th January 2019

            


    

  

  Details of Crew:

  	
          Rank

        	
          Number

        	
          Nationality

        
	
          Master

        	
          1

        	
          Filipino

        
	
          Chief Officer

        	
          1

        	
          Filipino

        
	
          Second Officer

        	
          1

        	
          Filipino

        
	
          Third Officer

        	
          1

        	
          Filipino

        
	
          Chief Engineer

        	
          1

        	
          Filipino

        
	
          Second Engineer

        	
          1

        	
          Filipino

        
	
          Third Engineer

        	
          1

        	
          Filipino

        
	
          Electrician

        	
          1

        	
          Filipino

        
	
          Pumpman

        	
          1

        	
          Filipino

        
	
          Bosun

        	
          1

        	
          Filipino

        
	
          Able Seaman

        	
          3

        	
          Filipino

        
	
          Ordinary Seaman

        	
          2

        	
          Filipino

        
	
          Deck Cadet

        	
          1

        	
          Filipino

        
	
          Oiler

        	
          1

        	
          Filipino

        
	
          Wiper

        	
          1

        	
          Filipino

        
	
          Engine Cadet

        	
          1

        	
          Filipino

        
	
          Cook

        	
          1

        	
          Filipino

        
	
          Mess Boy

        	
          2

        	
          Filipino

        
	
          CREW TOTAL

        	
          22

        	 


  

  

  This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form
      must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the test of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage
      or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

  
    
      


  

  

  

  	
          ANNEX “C” (ANNUAL MANAGEMENT BUDGET)

              TO THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

              STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98’

        


  

  

  
    
      	Date of Agreement:	
              11th January 2019

            


    

  

  Managers Budget in USD effective from the first year of operations.

  	
          Hyundai Vinashin Shipyard MR Oil and Chemical Tanker 50,000 DWT

        
	
          Proposed Budget for first year of operations

        
	
          Accounts

          Code

        	
          Crew

        	
          Daily Amount

        	
          Annual Amount

        	
          Annual Summary

        
	
          68002

        	
          CREW AGENTS/SUBMANAGERS EXPENSES

        	
          9,86

        	
          $3.600

        	 
	
          68003

        	
          CREW AGENTS/SUBMANAGERS FEES

        	
          82,19

        	
          $30.000

        
	
          68004

        	
          CREW BONUS (TANK CLEANING, VETTING BONUS, ETC)

        	
          41,10

        	
          $15.000

        
	
          68014

        	
          CREW INDEMNITIES

        	
          0,00

        	
          $0

        
	
          68005

        	
          CREW COMPULSORY INSURANCE & CREW INSURANCE FOR P&I DEDUCTIBLE

        	
          23,29

        	
          $8.500

        
	
          68006

        	
          CREW PRE-JOINING MEDICAL EXPS

        	
          9,59

        	
          $3.500

        
	
          68021

        	
          CREW MISC CLAIMABLE MATTERS

        	
          0,00

        	
          $0

        
	
          68007

        	
          ADDITIONAL CREW OVERTIME

        	
          0,00

        	
          $0

        
	
          08008

        	
          CREW SALARIES & FIXED OVERTIME & OWNERS’ CREW BONUS INCLUDING ADDITIONAL OVERLAPPING USD 20,000

        	
          2.608,22

        	
          $952.000

        
	
          68009

        	
          CREW TRANSPORTATION EXPS

        	
          232,88

        	
          $85.000

        
	
          68010

        	
          CREW UNIFORMS/WORKING CLOTHES

        	
          8,22

        	
          $3.000

        
	
          68011

        	
          CREW PRE-JOINING TRAININGS & CREW VARIOUS EXPENSES

        	
          296,58

        	
          $90.000

        	
          $1.271.600

        
	
          68019

        	
          GREEK CREW MEDICAL EXPS

        	
          0,00

        	
          $0

        
	
          68018

        	
          GREEK CREW MISC EXPS

        	
          0,00

        	
          $0

        
	
          68017

        	
          GREEK CREW TRANSPORTATION EXPS

        	
          0,00

        	
          $0

        
	
          68016

        	
          GREEK CREW WAGES

        	
          0,00

        	
          $0

        
	
          68012

        	
          PROVISIONS

        	
          221,92

        	
          $81.000

        
	
          68020

        	
          SHIPOWNERS’ CONTRIBUTIONS

        	
          0,00

        	
          $0

        
	
          68022

        	
          CREW LEAVE PAY

        	
          0,00

        	
          $0

        
	 	
          Crew Subtotal

        	
          3.483,84

        	
          $1.271.600

        
	
          Accounts

          Code

        	
          Insurance

        	 
	
          64001

        	
          HULL & MACHINERY

        	
          164,38

        	
          $60.000

        	 
	
          64002

        	
          INSURANCE LOSS OF HIRE

        	
          0,00

        	
          $0

        
	
          69003

        	
          WAR RISKS ANNUAL PREMIUM

        	
          15,75

        	
          $5.750

        
	
          64004

        	
          P&I

        	
          136,99

        	
          $50.000

        
	
          65005

        	
          FD D

        	
          27,40

        	
          $10.000

        
	
          64006

        	
          MARINE INTEREST

        	
          0,00

        	
          $0

        
	
          64007

        	
          PURCHASERS INTEREST INSURANCE

        	
          0,00

        	
          $0

        	
          $125.750

        
	
          64008

        	
          BACK CALLS-(INSURANCE) SUPPLEMENTARY

        	
          0,00

        	
          $0

        
	 	
          Insurance Subtotal

        	
          344,52

        	
          $125.750

        
	
          Accounts

          Code

        	
          Repairs and Maintenance

        
	
          67001

        	
          AUX.MACITINERY REPAIRS/MAINTENANCE

        	
          27,40

        	
          $10.000

        	 
	
          67003

        	
          BOILER REPAIRS/MAINTENANCE

        	
          41,10

        	
          $15.000

        
	
          67005

        	
          CHEMICALS & GASES

        	
          41,10

        	
          $15.000

        
	
          67013

        	
          DECK SPARE PARTS - REPAIR/MAINTENANCE

        	
          27,40

        	
          $10.000

        
	
          67006

        	
          DIESEL GENERATORS - REPAIRS/MAINTENANCE

        	
          41,10

        	
          $15.000

        
	
          67017

        	
          MAIN ENGINE REPAIRS/MAINTENANCE

        	
          41,10

        	
          $15.000

        
	
          67008

        	
          PAINTS AT SEA

        	
          27,40

        	
          $10.000

        
	
          67010

        	
          RADIO ROOM NAVIGATION MAINTENANCE

        	
          13,70

        	
          $5.000

        
	
          67011

        	
          REPAIRS - MAINTENANCE

        	
          41,10

        	
          $15.000

        
	
          67012

        	
          SLOPS & GARBAGE REMOVAL

        	
          0,00

        	
          $0

        
	
          67016

        	
          SUPER,ENGIN/PORT CPTN OTHER FEES&EXPS

        	
          54,79

        	
          $20.000

        	
          $135.000

        
	
          67019

        	
          VESSELS IT HARDWARE EQUIPMENT

        	
          13,70

        	
          $5.000

        
	 	
          Repairs and Maintenance Subtotal

        	
          369,86

        	
          $135.000

        
	
          Accounts

          Code

        	
          Other Vessel Operating Expenses

        
	
          66010

        	
          SAFETY ITEMS

        	
          27,40

        	
          $10.000

        	 
	
          68001

        	
          CABIN STORES - ACCOMODATION

        	
          27,40

        	
          $10.000

        
	
          68015

        	
          GALLEY-KITCHEN EQUIPMENT

        	
          13,70

        	
          $5.000

        
	
          68013

        	
          WATER SUPPLY

        	
          13,70

        	
          $5.000

        
	
          66002

        	
          ACCRUALS-OPERATING EXPS

        	
          0,00

        	
          $0

        
	
          66001

        	
          APPROVAL-SUITABILITY INSPECTIONS

        	
          54,79

        	
          $20.000

        
	
          66004

        	
          CHARTS/N.PUBLICATIONS

        	
          27,40

        	
          $10.000

        
	
          66023

        	
          CLASS AND STATUT CERTIFICATES/INSPECTION

        	
          41,10

        	
          $15.000

        
	
          66005

        	
          CLEARING/FORWARDING EXPS

        	
          109,59

        	
          $40.000

        
	
          66006

        	
          DECK STORES

        	
          95,89

        	
          $35.000

        
	
          66007

        	
          ELECTR. DEPT-STORES

        	
          27,40

        	
          $10.000

        	
          $348.000

        
	
          66008

        	
          ENGINE STORES

        	
          68,49

        	
          $25.000

        
	
          66022

        	
          FLAG CERTIFICATES/INSPECTION

        	
          10,96

        	
          $4.000

        
	
          66026

        	
          OTHER CONSULTANCY DOCUMENTATION SERVICES

        	
          13,70

        	
          $5.000

        
	
          66021

        	
          PORT DUES RELATED TO PROTECTING AGENTS

        	
          13,70

        	
          $5.000

        
	
          66018

        	
          PROTECTING AGENTS FEES/EXPENSES

        	
          13,70

        	
          $5.000

        
	
          66027

        	
          QUALITY DPT CERTIFICATES/INSPECTION

        	
          68,49

        	
          $25.000

        
	
          66024

        	
          SAFETY EQUIP MAR CERTIFICATES/INSPECTION

        	
          27,40

        	
          $10.000

        
	
          66025

        	
          SAFETY EQUIP TEC CERTIFICATES/INSPECTION

        	
          27,40

        	
          $10.000

        
	
          66011

        	
          STATIONERY EXPS

        	
          27,40

        	
          $10.000

        
	
          66019

        	
          SUBSCRIPTIONS & MEMBERSHIPS

        	
          13,70

        	
          $5.000

        
	
          66020

        	
          TECHNICAL CONSULTANCY DOCUMENTATION SERV

        	
          13,70

        	
          $5.000

        
	
          66012

        	
          TELECOMMUNICATIONS

        	
          134,25

        	
          $49.000

        
	
          66013

        	
          TONNAGE TAX

        	
          54,79

        	
          $20.000

        
	
          66014

        	
          VARIOUS EXPS

        	
          27,40

        	
          $10.000

        
	 	
          Other Vessel Operating Expenses Subtotal

        	
          953,42

        	
          $348.000

        
	
          66009

        	
          Lubricants

        	
          438,36

        	
          $160.000

        	
          $160.000

        
	
          Accounts

          Code

        	
          Spares

        
	
          67002

        	
          AUX.MACHINERY SPARE PARTS

        	
          41,10

        	
          $15.000

        	 
	
          67004

        	
          BOILER SPARES

        	
          27,40

        	
          $10.000

        
	
          67014

        	
          DECK SPARE PARTS

        	
          41,10

        	
          $15.000

        
	
          67007

        	
          DIESEL GENERATORS SPARE PARTS

        	
          27,40

        	
          $10.000

        
	
          67015

        	
          MAIN ENGINE SPARE PARTS

        	
          41,10

        	
          $15.000

        	
          $70.000

        
	
          67009

        	
          RADIO ROOM NAVIGATION-EQUIPMENT SPARES

        	
          13,70

        	
          $5.000

        
	 	
          Spares Subtotal

        	
          191,78

        	
          $70.000

        
	 	
          Extraordinary Expenses

        	
          0,00

        	 	 
	 	
          Less corresponding claims

        	
          0,00

        	 
	 	
          TOTAL OPEX WITHOUT DD EXPENSES

        	 	
          $2.135.350

        


  
    
      


  

  

  

  

  

  	 	
          DAILY OPEX WITHOUT DD EXPENSES

        	 	
          $5.850

        	 
	 	
          DO Adjustments (5y / 2.5y amortization)

        	
          0,00

        	 	
          $5.850

        
	 	
          TOTAL OPEX WITH DD EXPENSE

        	
          5.850,27

        	
          $2.135,350

        
	 	
          DAILY OPEX WITH DD EXPENSES

        	 	
          $5.850

        


  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form
      must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the test of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage
      or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

  
    
      


  

  

  

  	
          ANNEX “D” (ASSOCIATED VESSELS) TO

              THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

              STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98’

        


  

  

  NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX “D” THEY WILL BE SUBJECT TO THE PROVISIONS OF
      SUB-CLAUSE 18.1(i) OF THIS AGREEMENT.

  
    
      	Date of Agreement:	
              11th January 2019

            


    

  

  Details of Associated Vessels:

  	
          M/T ECO PALM DESERT

        
	 
	 
	 
	 
	 
	 


  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form
      must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the test of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage
      or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

  
    
      


  

  

  

  ANNEX E (Management Fees)

  	
          Duration of Contract Five

        	
          (5) years, automatically renewed.

        
	 	 
	
          Services and Relevant Fees:

        	●	
          Accounting, Reporting, Legal and Administrative Services at cost.

        
	 	●	
          USD 550 per day per vessel for Technical
                and Commercial, Crew Management, Insurance, Provisions and Bunkering.  Applicable 3 months prior delivery from the yard.

        
	 	 	 
	
          Fee Annual Increase:

        	
          Based on total percentage increase in the U.S. Consumer Price Index over the previous year, but not less than 2% and
              not more than 5%.

        
	 	 
	
          Commission on all hires / gross freight / demurrage:

        	
          1.25%

        
	 	 
	
          Sales and Purchase Commission:

        	
          1% of the Sale or the Purchase Price or the Contract Price of the Newbuilding Contract.

        
	 	 
	
          N/B Construction – Supervision Fee:

        	
          7% of actual cost.

        
	 	 
	
          Managers’ Superintendent’s Fee beyond 10 days per annum:

        	
          USD 500 per day, plus actual expenses.

        
	 	 
	
          Notice of Termination:

        	
          18 months

        
	 	 
	
          Termination Fees:

        	
          Fees for 12 months.

        


  

  

  	
          1.

        	
          Manager shall be entitled to receive additional remuneration for any increase in administrative costs and expenses
              resulting from the introduction of a new, or a change in the interpretation of applicable laws and regulations, or concerning ship management services.

        
	
          2.

        	
          Owners to pay the deductible of any insurance claim relating to the vessels, or for any claim that is within such
              deductible range.  All insurance related rebates to be for the benefit of the Manager.

        
	
          3.

        	
          Owners to pay any tax, dues, or ransom in a case of piracy, or fines imposed on vessel or Manager, due to the
              operation of the vessel.

        
	
          4.

        	
          The above management fees are agreed on the basis of the number of the associated vessels as per ANNEX D of this
              agreement.

        


  
    
      


  

  

  

  PART II

      “SHIPMAN 98” Standard Ship Management Agreement”

  1.  Definitions

  In this Agreement save where the context otherwise requires, the following words and expressions shall have the meanings
      hereby assigned to them.

  "Owners" mean the
      party identified in Box. 2.

  "Managers" mean the
      party identified in Box 3.

  "Vessel" means the
      vessel or vessels details of which are set out in Annex "A" attached hereto.

  "Crew" means the
      Master, officers and ratings of the numbers, rank and nationality specified in Annex “B” attached hereto.

  "Crew Support Costs"
      means all expenses of a general nature which are not particularly referable to any individual vessel for the time being managed by the Managers and which are incurred by the Managers for the purpose of providing an efficient and economic management
      service and, without prejudice to the generality of the foregoing, shall include the cost of crew standby pay, training schemes for officers and ratings, cadet training schemes, sick pay, recruitment and interviews.

  "Severance Costs"
      means the costs which the employers are legally obliged to pay to or in respect of the Crew as a result of the early termination of any employment contract for service on the Vessel.

  "Crew Insurances"
      means insurances against crew risks which shall include but not limited to death, sickness, repatriation, injury, shipwreck unemployment indemnity and loss of personal effects.

  "Management Services"
      means the services specified in sub-clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.

  "ISM Code" means the
      International Management Code for the Safe Operation of Ships and for Pollution Prevention as adopted by the International Maritime Organization (IMO) by resolution A.741(18) or any subsequent amendment thereto.

  "STCW 95" means the
      International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as amended in 1995 or any subsequent amendment thereto.

  2.  Appointment of Mangers

  With effect from the day and year stated in Box




          4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  3.  Basis of Agreement

  Subject to terms and conditions herein provided, during the period of this Agreement, the Managers shall carry out Management
      Services in respect of the Vessel as agents for and on behalf of the Owners.  The Managers shall have authority to take such actions as they may from time to time in their absolute discretion consider to be necessary to enable them to perform this
      Agreement in accordance with sound ship management practice.

  3.1  Crew Management

  (only applicable if agreed
        according to Box 5)

  The Managers shall provide suitably qualified Crew for the Vessel as required by the Owners in accordance with the STCW 95
      requirements, provision of which includes but it is not limited to the following functions:

  (i)  selecting and engaging the Vessel's Crew, including payroll arrangements, pension administration, and insurances for the
      Crew other than those mentioned in Clause 6;

  (ii)  ensuring that the applicable requirements of the law of the flag of the Vessel are satisfied in respect of manning
      levels, rank, qualification and certification of the Crew and employment regulations including Crew's tax, social insurance, discipline and other requirements;

  (iii)  ensuring that all members of the Crew have passed a medical examination with a qualified doctor certifying that they
      are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate flag State requirements.  In the absence of applicable flag State requirements the medical certificate shall
      be dated not more than three months prior to the respective Crew members leaving their country of domicile and maintained for the duration of their service on board the Vessel;

  (iv)  ensuring that the Crew shall have a command of the English language of a sufficient standard to enable them to perform
      their duties safely;

  (v)  arranging transportation of the Crew, including repatriation;

  (vi)  training the Crew and supervising their efficiency;

  (vii)  conducting union negotiations;

  (viii)   operating the Managers' drug and alcohol policy unless otherwise agreed.

  3.2  Technical Management

  (only applicable if agreed according to Box 6)

  The Managers shall provide technical management which includes, but is not limited to, the following functions:

  (i)  provision of competent personnel to supervise the maintenance and general efficiency of the Vessel;

  (ii)  arrangement and supervision of dry dockings, repairs, alterations and the upkeep of the Vessel to the standards required
      by the Owners provided that the Managers shall be entitled to incur the necessary expenditure to ensure that the Vessel will comply with the law of the flag of the Vessel and of the places where she trades, and all requirements and recommendations of
      the classification society;

  (iii)  arrangement of the supply of necessary stores, spares and lubricating oil;

  (iv)  appointment of surveyors and technical consultants as the Managers may consider from time to time to be necessary;

  (v)  development, implementation and maintenance of a Safety Management System (SMS) in accordance with the ISM Code (see
      sub-clauses 4,2 and 5;3).

  3.3  Commercial Management

  (only applicable if agreed
        according to Box 7)

  The Managers shall provide the commercial operation of the Vessel, as required by the Owners, which includes, but is not
      limited to, the following functions:

  (i)  providing chartering services in accordance with the Owners’ instructions which include, but are not limited to, seeking
      and negotiating employment for the Vessel and the conclusion (including the execution thereof) of charter parties or other contracts relating to the employment of the Vessel.  If such a contract exceeds twelve months in duration the period stated in
      Box 13. consent thereto in writing shall first be obtained from the Owners.

  (ii)  arranging of the proper payment to Owners or their nominees of all hire and/or freight revenues or other moneys of
      whatsoever mature to which Owners may be entitled arising out of the employment of or otherwise in connection with the Vessel.

  (iii)  providing voyage estimates and accounts and calculating of hire, freights, demurrage and/or despatch moneys due from or
      due to the charterers of the Vessel;

  (iv)  issuing of voyage instructions;

  (v)  appointing agents;

  (vi)  appointing stevedores;

  (vii)  arranging surveys associated with the commercial operation of the Vessel.

  3.4  Insurance Arrangements

  (only applicable if agreed according to Box 8)

  The Managers shall arrange insurances in accordance with Clause 6, on such terms and conditions as the Owners shall have
      instructed or agreed, in particular regarding conditions,

  
    
      


  

  

  

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  insured values, deductibles and franchises.

  3.5  Accounting Services

  (only applicable if agreed according to Box 9)

  The Managers shall

  (i)  establish an accounting system which meets the requirements of the Owners and provide regular accounting services, supply
      regular reports and records,

  (ii)  maintain the records of all costs and expenditure incurred as well as data necessary or proper for the settlement of
      accounts between the parties.

  3.6  Sale or Purchase of the Vessel

  (only applicable if agreed according to Box 10)

  The Managers shall, in accordance with the Owners’ instructions, supervise the sale or purchase of the Vessel, including the
      performance of any sale or purchase agreement, but not negotiation of the same.

  3.7  Provisions (only applicable if agreed according to Box 11)

  The Manager’s shall arrange for the supply of provisions.

  3.8  Bunkering (only applicable if agreed according to Box 12)

  The Managers shall arrange for the provision of bunker fuel of the quality specified by the Owners as required for the
      Vessel’s trade.

  4.  Managers’ Obligations

  4.1  The Managers
      undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice and to protect and promote the interests of the Owners in all matters
      relating to the provision of services hereunder.  Provided, however, that the Managers in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all
      vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in
      the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable.

  4.2  Where the Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in particular be deemed to be the “Company” as defined by the ISM Code,
      assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.

  5.  Owners’ Obligations

  5.1.  The Owners shall
      pay all sums due to the Managers punctually in accordance with the terms of this Agreement.

  5.2.  Where the Managers are providing Technical Management in accordance with sub-clause 3.2, the Owners shall:

  (i)  procure that all officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95;

  (ii)  instruct such officers and ratings to obey all reasonable orders of the Managers in connection with the operation of the
      Managers’ safety system.

  5.3  Where the Managers are not providing Technical Management in accordance with sub-clause 3.2, the Owners shall procure that the requirements of the law of the flag of the Vessel are satisfied and that they, or such other entity as may be appointed by them and identified to
      the Managers, shall be deemed to be the “Company” as defined by the ISM Code assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.

  6.  Insurance Policies

  The Owners shall procure, whether by instructing the Managers under sub-clause 3.4 or otherwise, that throughout the period of this Agreement:

  6.1.  at the Owners’ expense, the Vessel is insured for not less than her sound market value or entered for her full gross
      tonnage, as the case may be for:

  (i)  usual hull and machinery marine risks (including crew negligence) and excess liabilities;

  (ii)  protection and indemnity risks (including pollution risks and Crew Insurances); and

  (iii)  war risks (including protection and indemnity and crew risks) in accordance with the best practice of prudent owners of
      vessels of a similar type to the Vessel, with first class insurance companies, underwriters or associations (the “Owners’ Insurances”);

  6.2.  all premiums and calls on the Owners’ Insurances are paid promptly by their due date,

  6.3.  the Owners’ Insurances name the Managers and, subject to underwriters’ agreement, any third party designated by the
      Managers as a joint assured, with full cover, with the Owners obtaining cover in respect of each of the insurances specified in sub-clause 6.1:

  (i)  on terms whereby the Managers and any such third party are liable in respect of premiums or calls arising in connection
      with the Owners’ Insurances; or

  (ii)  if reasonably obtainable, on terms such that neither the Managers nor any such third party shall be under any liability
      in respect of premiums or calls arising in connection with the Owners’ insurances; or

  (iii)  on such other terms as may be agreed in writing.

  Indicate alternative (i), (ii) or (iii) in Box 14.  If Box 14 is left blank then (i) applies.

  6.4  written evidence
      is provided, to the reasonable satisfaction of the Managers, of their compliance with their obligations under Clause 6 within a reasonable time of the
      commencement of the Agreement, and of each renewal date and, if specifically requested, of each payment date of the Owners’ Insurances.

  7.  Income Collected and Expenses Paid on Behalf of Owners

  7.1  All moneys
      collected by the Managers under the terms of this Agreement (other than moneys payable by the Owners to the Managers) and any interest thereon shall be held to the credit of the Owners in a separate bank account.

  7.2  All expenses incurred by the Managers under the terms of this Agreement on behalf of the Owners (including expenses as
      provided in Clause 8) may be debited against the Owners in the account referred to under sub-clause 7J. but shall in any event remain payable by the Owners to
      the Managers on demand.

  8.  Management Fee

  8.1  The Owners shall
      pay to the Managers for their services as Managers under this Agreement an annual DAILY management fee as stated in Box 15 which shall be payable to equal
      monthly installments in advance, the first installment being payable on the commencement of this Agreement (see Clause 2 and Box 4) and subsequent installments being payable every month.

  8.2  The management fee shall be subject
          to an annual review on the anniversary date of the Agreement and the proposed fee shall be presented in the annual budget referred to in sub-clause 9.1.  Please refer to Annex E (Management Fees)

  8.3  The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff, facilities and
      stationery.  Without limiting the generality of Clause 7 the Owners shall reimburse the Managers for postage and communication expenses, traveling expenses, and other out of pocket expenses properly incurred by the Managers in pursuance of

  
    
      


  

  

  

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  the Management Services.

  8.4  In the event of the appointment of
          the Managers being terminated by the Owners or the Managers in accordance with the provisions of Clauses 17 and 18 other than by reason of default by the Managers, or if the Vessel is lost, sold or otherwise disposed of, the “management fee”
          payable to the Managers according to the provisions of sub- clause 8.1, shall continue to be payable for a further period of three calendar months as from the termination date.  In addition, provided that the Managers provide Crew for the Vessel
          in accordance with sub-clause 3.1;

  (i)  the Owners shall continue to pay
          Crew Support Costs during the said further period of three calendar months and

  (ii)  the Owners shall pay an equitable
          proportion of any Severance Costs which may materialize, not exceeding the amount stated in Box 16.

  Please refer to Annex E (Management Fees)

  8.5  If the Owners decide to lay-up the Vessel whilst this Agreement remains in force and such lay-up lasts for more than
      three months, an appropriate reduction of the management fee for the period exceeding three months until one month before the Vessel is again put into service shall be mutually agreed between the parties.

  8.6  Unless otherwise agreed in writing all discounts and commissions obtained by the Managers in the course of the management
      of the Vessel shall be credited to the Owners.

  9.  Budgets and Management of Funds

  The Managers shall present to the Owners annually a budget for the following twelve months in such form as the Owners
      require.  The budget for the first year hereof is set out in Annex “C” hereto.  Subsequent annual budgets shall be prepared by the Managers
      and submitted to the Owners not less than three months before the anniversary date of the commencement of this Agreement (see Clause 2 and Box 4).

  9.1  The Owners shall indicate to the Managers their acceptance and approval of the annual budget within one month of
      presentation and in the absence of any such indication the Managers shall be entitled to assume that the Owners have accepted the proposed budget.

  9.2  Following the agreement of the budget, the Managers shall prepare and present to the Owners their estimate of the working
      capital requirement of the Vessel and the Managers shall each month update this estimate, based thereon, the Managers shall each month request the Owners in writing for the funds required to run the Vessel for the ensuing month, including the payment
      of any occasional or extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums, bunkers or provisions.  Such funds shall be received by the Managers within ten running days after the receipt by the Owners of the
      Managers’ written request and shall be held to the credit of the Owners in a separate bank account.

  9.3  The Managers shall produce a comparison between budgeted and actual income and expenditure of the Vessel in such form as
      required by the Owners monthly or at such other intervals as mutually agreed.

  9.4  Notwithstanding anything contained herein to the contrary, the Managers shall in no circumstances be required to use or
      commit their own funds to finance the provision of the Management Services.

  10.  Managers’ Right to Sub-Contract

  The Managers shall not
      have the right to sub-contract any of their obligations hereunder, including those mentioned in sub-clause 3.1 without the prior written consent of the Owners which
          shall not be unreasonably withheld.  In the event of such a sub- contract the Managers shall remain fully liable for the due performance of their obligations under this Agreement.

  11.  Responsibilities

  11.1  Force Majeure - Neither the Owners nor the Managers shall be under any liability for any failure to perform any of their
      obligations thereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control.

  11.2  Liability to Owners - (i) 
      Without prejudice to sub-clause 11.1, the Managers shall be under no liability whatsoever to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out
      of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of performance of the Management Services UNLESS
      same is proved to have resulted from the negligence, gross negligence or willful default of the Managers of their employees, or agents or sub-contractors employed by them in connection with the Vessel, in which case (save where loss, damage, delay or
      expense has resulted from the Managers’ personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Managers’ liability for such incident or
      series of incidents giving rise to a claim or claims shall never exceed a total of ten times the annual Management Fee payable hereunder.

  (ii)  Notwithstanding anything that may appear to the contrary in this Agreement, the Managers shall not be liable for any of
      the actions of the Crew even if such actions are negligent, grossly negligent or willful, except only to the extent that they are shown to have resulted from a failure to the Managers to discharge their obligations under sub-Clause 3.1, in which case
      their liability shall be limited in accordance with the terms of this Clause 11.

  11.3  Indemnity - Except to the extent and solely for the amount therein set out that the Managers would be liable under sub- clause 11.2, the Owners hereby undertake to keep the Managers
      and their employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them
      arising out of or in connection with the performance of the Agreement, and against and in respect of all costs, losses, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either
      directly or indirectly) in the course of the performance of this Agreement.

  11.4  “Himalaya” - It is hereby
      expressly agreed that no employee or agent of the Managers (including every sub-contractor from time to time employed by the Managers) shall in any circumstances whatsoever be under any liability whatsoever to the Owners for any loss, damage or delay
      of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his party while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in
      this Clause 11, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of
      whatsoever nature applicable to the Managers or to which the Managers are entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Managers acting as aforesaid and for the purpose of all the foregoing
      provisions of this Clause 11 the Managers are or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or
      might be their servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.

  12.  Documentation

  Where the Managers are providing Technical Management in accordance with sub-clause 3.2 and/or Crew Management in accordance
      with sub-clause 3.1, they shall make available,

  
    
      


  

  

  

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  upon Owners’ request, all documentation and records related to the Safety Management System (SMS) and/or the Crew which the
      Owners need in order to demonstrate compliance with the ISM Code and STCW 95 or to defend a claim against a third party.

  13.  General Administration

  13.1  The Managers
      shall handle and settle all claims arising out of the Management Services hereunder and keep the Owners informed regarding any incident of which the Managers become aware which gives or may give rise to claims or disputes involving third parties.

  13.2  The Managers
      shall, as instructed by the Owners, bring or defend actions, suits or proceedings in connection with matters entrusted to the Managers according to this Agreement.

  13.3  The Managers
      shall also have power to obtain legal or technical or other outside expert advice in relation to the handling and settlement of claims and disputes or all other matters affecting the interests of the Owners in respect of the Vessel.

  13.4  The Owners shall
      arrange for the provision of any necessary guarantee bond or other security.

  13.5  Any costs
      reasonably incurred by the Managers in carrying out their obligations according to Clause 13 shall be reimbursed by the Owners.

  14.  Auditing

  The Managers shall at all times maintain and keep true and correct accounts and shall make the same available for inspection
      and auditing by the Owners at such times as may be mutually agreed.  On the termination, for whatever reasons, of this Agreement the Managers shall release to the Owners, if so requested, the originals when possible, or otherwise certified copies, of
      all such accounts and all documents specifically relating to the Vessel and her operation.

  15.  Inspection of Vessel

  The Owners shall have the right at any time after giving reasonable notice to the Managers to inspect the Vessel for any
      reason they consider necessary.

  16.  Compliance with Laws and Regulations

  The Managers will not do or permit to be done anything which might cause any breach or infringement of the laws and
      regulations of the Vessel’s flag, or of the places where she trades.

  17.  Duration of the Agreement

  This Agreement shall come into effect on the day and year stated in Box 4 and shall continue until the date stated in Box 17.  Thereafter it shall continue until terminated by either
      party giving to the other notice to the Managers in writing, in which event the Agreement shall terminate upon the expiration of a period of two eighteen months from the date upon which such
      notice was given.  In case Owners wish to terminate the Agreement earlier than the date stated in Box 17 Owners will pay the Managers all fees as per ANNEX “E” for the remaining
        period until the date stated in Box 17.

  18.  Termination

  18.1  Owners’




        default

  (i)  The Managers shall be entitled to terminate the Agreement with immediate effect by notice in writing if any moneys
      payable by the Owners under this Agreement and/or the owners of any associated vessel, details of which are listed in Annex “D”. shall not have been received
      in the Managers’ nominated account within ten running days of receipt by the Owners of the Managers written request or if the Vessel is repossessed by the Mortgagees.

  (ii)  If the Owners:

  (a)  fail to meet their obligations under sub- clauses 5.2 and 5.3 of this Agreement for any reason within
      their control, or

  (b)  proceed with the employment of or continue to employ the Vessel in the carriage of contraband,
      blockade running, or in an unlawful trade, or on a voyage which in the reasonable opinion of the Managers is unduly hazardous or improper, the Managers may give notice of the default to the Owners, requiring them to remedy it as soon as practically
      possible.  In the event that the Owners fail to remedy it within a reasonable time to the satisfaction of the Managers the Managers shall be entitled
      to terminate the Agreement with immediate effect by notice in writing.

  18.2  Managers’




        Default

  If the Managers fail to meet their obligations under Clauses 3 and 4 of this Agreement for any reason within the control of the Managers, the Owners may give notice to the Managers of the
      default, requiring them to remedy it as soon as practically possible.  In the event that the Managers fail to remedy it within a reasonable time to the satisfaction of the Owners the Owners shall be entitled to terminate the Agreement with immediate
      effect by notice in writing.

  18.3  Extraordinary




        Termination

  This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or if the Vessel becomes a total loss or
      is declared as a constructive or compromised or arranged total loss or is requisitioned.

  18.4  For the purpose
      of sub-clause 18.3 hereof

  (i)  the date upon which the Vessel is to be treated as having been sold or otherwise disposed or shall be the date on which
      the Owners cease to be registered as Owners of the Vessel;

  (ii)  the Vessel shall not be deemed to be lost unless either she has become an actual total loss or agreement has been
      reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred.

  18.5  This Agreement
      shall terminate forthwith in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is
      appointed, or it if suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

  18.6  The termination
      of this Agreement shall be without prejudice to all rights accrued due between the parties prior to the date of termination.

  18.7  A change of
      control of either party shall not terminate this Agreement.

  19.  Law and Arbitration

  19.1  This Agreement
      shall be governed by and construed in accordance with English law and 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
      to 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 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party
      appoints its own arbitrator and gives notice that it has done so within the 14 days specified.  If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to
      arbitration may, without the requirement of any further prior

  
    
      


  

  

  

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  notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.  The award
      of a sole arbitrator shall be binding on both 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.

  In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may
      agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

  19.2  This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States and any dispute
          arising out of or in connection with this Agreement shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision that of any two of them shall be final, and
          for the purposes of enforcing any award, judgment may be entered on an award by any court of competent jurisdiction.  The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

  In cases where neither the claim not any
          counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc, current at the time when
          the arbitration proceedings are commenced.

  19.3  This Agreement shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in
          connection with this Agreement shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.

  19.4  If Box 18 in Part I is not appropriately filled in, sub- clause 19.1 of
      this Clause shall apply.

  Note:  19.1, 19.2 and 19.3 are alternatives; indicate alternative agreed in Box 18.

  20.  Notices

  20.1  Any notice to be
      given by either party to the other party shall be in writing and may be sent by fax, telex, registered or recorded mail or by personal service.

  20.2  The address of
      the Parties for service of such communication shall be as stated in Boxes 19 and 20,
      respectively.