Exhibit 4.109

    	
            1. Date of Agreement

             

            1st January 2019

             

            M/T STENAWECO
                    EXCELLENCE

             

                  

          	 	
            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)

          
	 	 	 	 	 
	 	
            MONTE CARLO SEVEN SHIPPING COMPANY LTD

          	 	 	
            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)

             

            1st 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/ Vangelis Ikonomou

            Vangelis Ikonomou 

             

             

            MONTE CARLO SEVEN SHIPPING COMPANY LTD

             

             

          	 	
            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:

          	
            1st January 2019

          
	 	 
	 	 
	
            Name of Vessel(s):

          	
            M/T STENAWECO EXCELLENCE

          
	 	 
	 	 
	 	
            Particulars of Vessel:

          
	 	 
	 	 


    

    

    

    

    	
            TYPE OF VESSEL

          	
            Oil and Chemicals

                Ship Type IMO 2

          
	
            HULL TYPE

          	
            Double Hull

          
	
            IMO NUMBER

          	
            9695834

          
	
            FLAG

          	
            LIBERIA

          
	
            YEAR & PLACE BUILT

          	
            2016 at Khanh Hoa, Vietnam

          
	
            CLASS SOCIETY

          	
            ABS

          
	
            CALL SIGN

          	
            D5HN7

          
	
            LOA, BREADTH, DEPTH

          	
            183.06 M / 32,20 M / 19,10 M

          
	
            SDWT - DRAFT

          	
            50,088 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:	
                1st 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:	
                1st 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:	
                1st January 2019

              


      

    

    Details of Associated Vessels:

    	
            M/T STENAWECO EXCELLENCE

          
	 
	 
	 
	 
	 
	 


    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    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.