Exhibit 10.22


 


Dated     , 2014


 


GAS-SEVENTEEN LTD.


 


and


 


GASLOG LNG SERVICES LTD.


 


AMENDED AND RESTATED


 


SHIP MANAGEMENT AGREEMENT


 


in respect of the Vessel, “METHANE
JANE ELIZABETH”



    	 



    	



    

TABLE OF CONTENTS


 


	CLAUSE NO.	PAGE
	 	 
	1.	DEFINITIONS AND INTERPRETATION	1
	2.	APPOINTMENT OF MANAGERS	6
	3.	MANAGEMENT SERVICES	6
	4.	MANAGERS’ OBLIGATIONS	17
	5.	OWNERS’ OBLIGATIONS	18
	6.	INSURANCE POLICIES	18
	7.	MANAGEMENT FEE	19
	8.	VESSEL EXPENSES	21
	9.	MANAGERS’ RIGHT TO SUB-CONTRACT	21
	10.	RESPONSIBILITIES	22
	11.	DOCUMENTATION	23
	12.	DEPLOYMENT OF THE VESSEL	24
	13.	AUDITING	25
	14.	INSPECTION OF VESSEL	25
	15.	COMPLIANCE WITH LAWS AND REGULATIONS ETC.	25
	16.	DURATION OF THE AGREEMENT	25
	17.	TERMINATION	25
	18.	MISCELLANEOUS	27
	19.	LAW AND ARBITRATION	28
	20.	NOTICES AND BANK ACCOUNTS	28


 


ANNEX “A”

DETAILS OF VESSEL


 


ANNEX “B”

DETAILS OF CREW / OFFICERS RATINGS


 


ANNEX “C”

INITIAL BUDGET


 


ANNEX “D”

OPERATIONAL AND MAINTENANCE PROTOCOL


 


ANNEX “E”

PERMANENT INSTRUCTIONS



    	 



    	



    

ANNEX “F’

FORM OF ACCOUNTING SYSTEM


 


ANNEX “G”

CONFIDENTIALITY AGREEMENT


 


ANNEX “H”

INCENTIVE BONUS PLAN


 


ANNEX “I”

PRIMARY TERMINALS



    	ii



    	



    

THIS SHIP MANAGEMENT AGREEMENT
is made the ___th day of ___, 2014


 


	BETWEEN:
	 	 
	(1)	GAS-seventeen Ltd., a company incorporated under the laws of Bermuda and having its registered
    office at Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda (the “Owners”);
	 	 
	(2)	GasLog LNG Services Ltd., a company incorporated in Bermuda
    and having a branch office at 69 Akti Miaouli, Piraeus GR 18537, Greece (the “Managers”).
	 	 
	WHEREAS:
	 	 
	(A)	On April 10, 2014, Gas-seventeen Ltd. and GasLog Ltd. entered into that certain
    Ship Management Agreement.
	 	 
	(B)	The Owners, as of the Effective Date, are the registered owners of
    the 145,673.085m3 Liquefied Natural Gas Carrier “METHANE JANE ELIZABETH” (the “Vessel”)
    as more particularly described in Annex “A” hereto and wish to engage the Managers to manage and operate the Vessel;
	 	 
	(B)	The Managers, being fully experienced, qualified and able vessel managers,
    wish to manage and operate the Vessel subject to and in accordance with the terms set out in this Agreement.
	 	 
	IT IS AGREED AS FOLLOWS:
	 	 
	1.	DEFINITIONS AND INTERPRETATION
	 	 
	1.1.	Definitions
	 	 
	 	In this Agreement save where the context otherwise requires, the following words and expressions
    shall have the meanings hereby assigned to them:
	 	 
	 	“Affiliate” means any entity which, directly or indirectly, through one or
    more intermediaries, Controls or is Controlled by, or is under common Control with that party;
	 	 
	 	“Agreement” means this ship management agreement
    including the Annexes attached hereto as amended from time to time in accordance with the
    terms hereof;
	 	 
	 	“Annual Budget” shall have the meaning ascribed
    to it in Clause 3.3.2 below;
	 	 
	 	“Charter” means any future charter entered into
    between the Owners and any future charterer of the Vessel notified to the Managers pursuant to Clause 5.3;
	 	 
	 	“Charterers” means any future charterers of
    the Vessel notified to the Managers pursuant to Clause 5.3;




    	 



    	



    

“Communication Expenses”
means the costs incurred by the Managers in performing the Management Services and for the account of the Owners in respect
of all communications between the shore and the Vessel as detailed in the Annual Budget;


 


“Control” and
“Controlled” mean the holding of power to direct or cause the direction of management, policies and decisions
of a company, corporation, partnership or other entity including, without limitation, through control by direct or indirect means
of not less than fifty per cent (50%) of the voting rights in such company, corporation, partnership or other entity;


 


“Crew”
means the Officers and Ratings and any other individual who has signed Articles on the Vessel and is employed from
time to time by the Managers under Managers’ obligation to provide the Management Services;


 


“Crew
Insurances” means insurances against crew risks which shall include, but not be limited to, death, sickness, repatriation,
injury, shipwreck and loss of personal effects;


 


“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 efficient and economic
Management Services 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, study pay, recruitment
and interviews;


 


“Dollar” or
“US$” means the currency of the United States of America;


 


“EDP
Expenses” means the costs of any new computer software or hardware (including licensing,
maintenance, installation and training costs) that may be installed or developed, in relation to the Vessel;


 


“Effective Date”
means the date of this Agreement;


 


“Emergency
Situation” means an emergency situation that:


 


	 	(i)	involves a threat to human life;
	 	 	 
	 	(ii)	involves a risk of loss of the Vessel or its cargo or of serious damage
    to the Vessel;
	 	 	 
	 	(iii)	involves a risk of the Vessel causing
    serious environmental damage;
	 	 	 
	 	(iv)	involves a risk of the Vessel being
    stolen, impounded or seized; or
	 	 	 
	 	(v)	involves a security or safety risk
    to the Vessel, such as but not limited to terrorism, piracy, etc.




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“Flag Administration
/ State” shall mean such state or registry as the Owners shall from time to time specify;


 


“HSSE Report”
means a report on the health, safety, security and environmental status of the Vessel (together with relevant statistics)
and including details of any specific health, safety, security and/or environmental incidents prepared in accordance with Clause
3.4.9;


 


“Incentive Bonus”
means the bonus payable by the Owners to the Managers in accordance with Clause 7.7;


 


“ISM Code” means
the International Ship Management Code for the Safe Operation of Ships and for Pollution Prevention as adopted by the International
Maritime Organisation (IMO) by resolution A.741(18) as amended from time to time;


 


“ISPS Code” means
the International Ship and Port Facility Security Code adopted by the International Maritime Organization Assembly as the same
may have been or may be amended or supplemented from time to time;


 


“Maintenance Schedule”
means a schedule referred to in Clause 3.2.1(iii) detailing the maintenance required for the Vessel for the period from delivery
to the next dry-docking of the Vessel thereafter for each subsequent 30 month period to coincide with Classification Society Intermediate
Survey;


 


“Managed Fleet”
means all vessels owned, leased, or chartered by Owners or Owners’ Affiliates and managed by Managers pursuant to a
ship management agreement or similar arrangement;


 


“Management Fee”
means the fee payable by the Owners to the Managers in consideration of the Management Services, as specified in Clauses 7.1
to 7.3 and as adjusted pursuant to Clause 7.4;


 


“Management Services”
means the services specified in Clause 3;


 


“Managers’ Account”
means the bank account in the name of the Managers as specified in Clause 20.3, or such other bank account of the Managers
as may be notified to the Owners from time to time;


 


“MTSA Code” means
the Maritime Transportation Security Act as enacted by the United States of America as the same may have been amended or supplemented
from time to time;


 


“Officers” means
the Master and the officers (including, but not limited to, the Senior Officers) of the Vessel, whose numbers, rank and nationality
are currently specified in Annex “B” attached hereto, as updated from time to time;



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“OPA 90” means
the Oil Pollution Act of 1990 as enacted by the United States of America as the same may have been amended or supplemented from
time to time;


 


“Operational and Maintenance
Protocol” means the protocol set forth on Annex “D” attached hereto;


 


“Operational Costs”
means costs and expenses incurred by the Managers on behalf of the Owners to operate and maintain the Vessel including Communication
Expenses and EDP Expenses;


 


“Owners’ Insurances”
means the insurance policies to be procured by the Owners in respect of the Vessel and as described in Clause 6.1(i), (ii),
(iii), and (iv);


 


“Permanent Instructions”
means the instructions relating to the operational procedures for communications between the Owners, Charterers and the Crew
as currently specified in Annex “E” attached hereto which may be amended pursuant to Clause 12.2;


 


“Quality Assurance &
Quality Management System” shall have the meaning ascribed to it in Clause 3.8.1;


 


“Ratings” means
the ratings of the Vessel, whose numbers, rank and nationality are currently specified in Annex “B” as updated
from time to time;


 


“Review Date”
means January 1;


 


“Senior Officer”
means the following positions or roles on the Vessel:


 


	 	(i)	the Master;
	 	 	 
	 	(ii)	the Chief Engineer;
	 	 	 
	 	(iii)	the Chief Officer;
	 	 	 
	 	(iv)	the Second Engineer; or
	 	 	 
	 	(v)	any other person whose rank or role on the vessel is required and
    designated as Senior Officer by the Flag Administration


 


“Severance Costs”
means the costs which the Managers as employers of the Crew are legally obliged to pay, and actually do pay, to or in respect
of the Crew as a result of the early termination of any employment contract for service on the Vessel;


 


“SMS” means
a safety management system which complies with all laws, rules and regulations, and with all the codes, guidelines and standards
recommended by the International Maritime Organization (including without limitation, the ISM



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Code), any relevant flag state
and the classification society and approved by Owners, which may from time to time be applicable to the Vessel and/or the Owners
and/or the Managers, and which is otherwise appropriate having regard to the Managers’ obligations under this Agreement;


 


“SOPEP” means
the shipboard oil pollution emergency plan in the form approved by the Marine Environment Protection Committee of the International
Maritime Organization pursuant to the requirements of Regulations 25 of Annex H of the International Convention of the
Protection of Pollution from Ships, 1973, as modified by the Protocol of 1989 relating thereto, as amended (MARPOL 73/78);


 


“STCW 95” means
the International Convention on Standards of Training, Certification and Watch-keeping for Seafarers, 1978, as amended in 1995
or any subsequent amendment thereto;


 


“Supplementary Budget”
shall have the meaning ascribed to it in Clause 3.3.4 below;


 


“Training Matrix”
means the most updated Training Matrix as mutually agreed between the parties, as amended, supplemented or updated from time
to time;


 


“Vessel Account”
means a bank account in the name of the Managers opened and operated in accordance with Clause 8.4, the details of which shall
be notified to the Owners from time to time;


 


“Vessel Condition Report”
means a report detailing the physical condition, the progress of the Maintenance Schedule and the performance of the Vessel;


 


“Vessel Data”
means all records, invoices, logs, certificates and performance and maintenance data relating to the Vessel and all correspondence
and documentation generated, collected or compiled during the provision of the Management Services by either former managers of
the Vessel and given to the Managers, or by the Managers, to enable the Owners to effectively operate, manage or sell the Vessel,
but excluding the Managers’ internal correspondence and any correspondence (other than invoices) between the Managers and
their suppliers;


 


“Working Day”
means a day when most banks are open for business in London, New York, Athens, and country of location of relevant bank accounts
of Owners.


 


	1.2.	Interpretation
	 	 
	1.2.1.	“Owners”, “Managers” and “Charterers”
    include their respective successors and assigns.
	 	 
	1.2.2.	Clause headings are inserted for convenience and shall
    be ignored in construing this Agreement.




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	1.2.3.	Unless the context otherwise requires, words
    denoting the singular number include the plural number and vice versa.
	 	 
	1.2.4.	References to clauses and annexes are to Clauses and Annexes
    of this Agreement except where otherwise expressly stated.
	 	 
	1.2.5.	Reference to any document includes the same as varied,
    supplemented or replaced from time to time.
	 	 
	1.2.6.	References to any enactment include any re-enactments,
    amendments and extensions thereof.
	 	 
	2.	APPOINTMENT OF MANAGERS
	 	 
	2.1.	From the Effective Date and continuing, unless and until
    terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as managers of
    the Vessel.
	 	 
	2.2.	Subject to the terms and conditions contained herein,
    during the period of this Agreement, the Managers shall carry out the Management Services 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 consider necessary to enable
    them to perform their duties and obligations as set out in this Agreement in accordance with first class LNG ship management
    practice within the limits of authority delegated to them hereunder.
	 	 
	3.	MANAGEMENT SERVICES
	 	 
	3.1.	Crew Management
	 	 
	3.1.1.	The Managers shall provide suitably and adequately qualified
    Crew for the Vessel in accordance with any requirements of the Owners, as described in the Operational and Maintenance Protocol
    set forth on Annex “D”, and the provisions of the STCW 95 and the requirements of this Agreement.
	 	 
	3.1.2.	The Managers shall be responsible for:

  

	 	(i)	selecting, with Owners’ approval, which
    may be expressed from time to time in the form of standing instructions to the Managers for specific experience and qualification
    criteria pertaining to the Crew, including but not limited to the Training Matrix, and engaging the Crew (subject to the provisions
    of Clause 3.1.6 below) for the Vessel including payroll arrangements, pension administration, and insurances for the Crew
    other than those mentioned in Clause 6;
	 	 	 
	 	(ii)	ensuring at all times the availability and supply of an
    adequate complement of Crew (including Master, Officers and Ratings complying with Annex “B”) relative
    to the particular operational status and size of the




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	 	 	Vessel;
	 	 	 
	 	(iii)	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 those standards set forth by the International Transport Workers’ Federation (ITF)) pertaining
    to Crew’s tax, payroll, social insurance, welfare, discipline and other applicable requirements;
	 	 	 
	 	(iv)	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 member
    leaving their country of domicile and maintained for the duration of his service on board the Vessel;
	 	 	 
	 	(v)	ensuring that the Crew shall have a command of the English
    language of a sufficient standard to enable them to perform their duties safely;
	 	 	 
	 	(vi)	arranging transportation of the Crew, including repatriation,
    at Owners’ cost, unless otherwise arranged by Owners;
	 	 	 
	 	(vii)	providing continuing training of the Crew and supervising
    their efficiency and competence, consistent with Owners’ requirements but in any event never less than the applicable
    international or Flag State standard for LNG vessels;
	 	 	 
	 	(viii)	whenever the Vessel is operational, issuing instructions
    to the Master in accordance with the requirements of the Owners or Charterers, to trade along the most geographically direct,
    economical and safe route (except for any justifiable deviation allowed under English common law or the Hague Visby Rules
    and including all deviations that may be necessary in an Emergency Situation) and ensuring the Vessel is worked at a fuel-efficient
    speed consistent both with port arrival instructions given by the Owners and/or Charterers and with sea conditions;
	 	 	 
	 	(ix)	issuing instructions to the Master to keep full and correct
    log books and furnishing the Owners with true and accurate copies of such log books when required;
	 	 	 
	 	(x)	conducting union negotiations (if applicable);
	 	 	 
	 	(xi)	operating a drug and alcohol policy, prepared by the Managers
    and approved by the Owners (such approval not to be unreasonably withheld or delayed), which includes, as a minimum, the principles
    set forth in the “Guidelines for the Control of Drugs and Alcohol Aboard Ship” of the Oil




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	 	 	Companies International Marine Forum dated
    June 1995 (and in an amendments or successors thereto);
	 	 	 
	 	(xii)	ensuring that the Crew and any other person on board the
    Vessel proceeding to sea shall be insured for the Crew Insurances with a first class insurance company, underwriter or protection
    and indemnity association (the “Crew Insurances”);
	 	 	 
	 	(xiii)	ensuring that all premiums or calls in respect of the
    Crew Insurances are paid promptly by their due date; and
	 	 	 
	 	(xiv)	ensuring that the Crew Insurances shall name the Owners
    as co-assured (unless advised by the Owners to the contrary).

  

	3.1.3.	The Managers shall appoint a superintendent
    (ship manager) to be responsible for the day to day operation, maintenance and repair of the Vessel, the cost of which shall,
    subject to Clause 7.4, be included in the Management Fee. Should the Owners have reason to be dissatisfied with the superintendent
    so appointed, they shall raise their complaint with the Managers. The Managers shall investigate any such complaint promptly
    and, should the complaint prove to be well founded, the Managers shall replace such superintendent at no extra cost to the
    Owners.
	 	 
	3.1.4.	The Managers shall institute onboard and shall ensure
    onboard compliance with a uniform standard of dress amongst the crew and officers, and uniform credentialing or identification
    of all Crew and Officers.
	 	 
	3.1.5.	Should the Owners have any reason to be dissatisfied with
    any of the Crew, they shall raise their complaint with the Managers. The Managers shall investigate the complaint promptly
    and, should the complaint be well founded, the Managers shall replace the Crew member in question and undertake changes in
    the appointment of the Crew as the Owners may reasonably require.
	 	 
	3.1.6.	The Managers shall employ the Crew in their name and for
    their own account and, for the avoidance of doubt, the Managers do not have authority to conclude or enter into contracts
    of employment with the Crew for and on behalf of the Owners and shall indemnify and hold harmless the Owners against all actions,
    proceedings, claims, demands or liabilities whatsoever and howsoever arising from the Managers’ breach of this Clause
    3.1.6 or in relation to any disputes relating to Crew contracts of employment.
	 	 
	3.1.7.	Except as allowed in clause 3.1.2(i), the Managers may
    not appoint any Senior Officers without the prior approval of the Owners (which shall not be unreasonably withheld or delayed),
    except that in the event that a shortage of crew would be likely to result under the terms of the Charter:

  

	 	(i)	in the Vessel going off hire under its Charter;
    or
	 	 	 
	 	(ii)	an Emergency Situation;




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and in such circumstances it
is not practical for the Managers to wait for Owners’ approval, the Managers may make such temporary appointments as they
deem necessary; however, the Vessel’s manning shall always remain in compliance with the regulations of the Flag State’s
minimum manning requirements. Officers CV and accomplished Training Matrix should be provided to the Owners for reviewing prior
promotion or assignment to a Senior Officer position.


 


The Owners reserve the right
to interview and approve all Senior Officers candidates.


 


	3.2.	Operational and Technical Management
	 	 
	3.2.1.	The Managers shall provide operational and technical management
    of the Vessel which includes, but is not limited to, the following functions:

  

	 	(i)	provision of competent personnel with suitable
    experience of the LNG industry to supervise the maintenance and general efficiency of the Vessel in line with the Training
    Matrix and the requirements of the Charter;
	 	 	 
	 	(ii)	all maintenance and work for the Vessel so as to ensure
    that the Vessel complies with all applicable laws including but not limited to IMO, MARPOL and SOLAS (and including, for the
    avoidance of doubt, all the provisions of the ISM Code), regulations and/or other requirements of the flag of the Vessel and
    of the Primary Terminals and other places where she trades, all applicable international conventions, all applicable regulations
    and/or requirements of any terminals or facilities in such port(s) or place(s) where the Vessel may load or discharge, and
    all requirements and recommendations of the Vessel’s classification society applicable to a Vessel carrying LNG worldwide
    within the limits of the Charter;
	 	 	 
	 	(iii)	preparing the Maintenance Schedule and regular updates
    on request (such updates to commence at delivery of the Vessel from the shipyard, and then each year on or around the anniversary
    upon which the Vessel was classified by its classification society) for approval by the Owners (such approval not to be unreasonably
    withheld or delayed);
	 	 	 
	 	(iv)	arrangement and supervision of dry dockings, repairs,
    alterations and the upkeep of the Vessel in accordance with first class LNG ship management practice provided that the Owners
    shall allocate sufficient funds and approve the relevant Annual Budgets and Supplementary Budgets to ensure that Managers
    can 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;
	 	 	 
	 	(v)	investigating and reporting to Owners any technical faults
    or problems material to the performance of the Vessel and arranging for their repair in




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	 	 	consultation with the Owners;
	 	 	 
	 	(vi)	arrange for the victualing and storing of the Vessel appropriate
    to the declared operational status of the Vessel and place and effect payment for contracts for lubricating oil, paints and
    all consumable materials where they are not for the Charterers’ account, together with any other contracts that may
    be agreed with the Owners from time to time in accordance with Clause 3.2.2;
	 	 	 
	 	(vii)	appointment of surveyors and technical consultants as
    the Managers may consider from time to time be necessary;
	 	 	 
	 	(viii)	development, implementation of and maintenance of a SMS
    and obtaining and maintaining valid certificates evidencing compliance with this Clause, including without limitation, a valid
    document of compliance in relation to itself and valid safety management certificates in respect of the Vessel as required
    by the ISM and ISPS Codes;
	 	 	 
	 	(ix)	provide the Owners with copies of any and all documents
    of compliance and safety management certificates as described in Clause 3.2.1(viii) upon issuance;
	 	 	 
	 	(x)	keep or procure that there is kept on board the Vessel
    at all times:

  

	 	(a)	all certificates and documents required from
    time to time by any applicable law or regulations to enable her to perform the Charter between the Primary Terminals without
    delay,
	 	 	 
	 	(b)	valid certificates in force as required by the Flag State,
	 	 	 
	 	(c)	any further certificates and documents required from time
    to time by any applicable law or regulations to enable her to perform the Charter without delay,
	 	 	 
	 	(d)	an ITF certificate or equivalent allowing Vessel’s
    calls and operations in all ports to which the Vessel is ordered under the Charter where an ITF certificate or equivalent
    is required, and
	 	 	 
	 	(e)	a copy of all documents of compliance and the original
    of any safety management certificates as described in Clause 3.2.1(viii);

  

	 	(xi)	arrangement of periodic analysis by third
    parties of the bunker fuel and reporting the results of such analysis to the Owners (the costs being included in the Vessel’s
    running costs);
	 	 	 
	 	(xii)	noting requirements resulting from safety and any external
    ship inspections and implementing these insofar as they affect the operation or safety of the Vessel (such implementation
    to be at the Owners’ expense);




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	 	(xiii)	implementing safety recommendations issued
    in terms of all international conventions (at the Owners’ expense);
	 	 	 
	 	(xiv)	arrange, where necessary for the superintendent or other
    staff of the Managers to visit the Vessel. If the superintendent or other staff of the Managers have reason to spend more
    than twenty-five (25) days in aggregate in any calendar year (or pro rata for part of a calendar year) visiting the Vessel,
    their services will be charged out at the rate specified in Clause 7.4 below;
	 	 	 
	 	(xv)	ensure that maritime, safety and cargo custody standards
    are in accordance with first class international LNG shipping practice and are maintained by the Crew whenever such personnel
    are serving on board the Vessel;
	 	 	 
	 	(xvi)	arrange and effect payment on behalf of the Owners for
    the towage of the Vessel when appropriate;
	 	 	 
	 	(xvii)	arrange, maintain, and effect preparation and payment
    on behalf of the Owners for suitable moorings for the Vessel for lay-up at such locations as may from time to time be mutually
    agreed relative to the Vessel’s positioning requirements of the Owners;
	 	 	 
	 	(xviii)	handle port disbursement accounts where these are not
    for the Charterers’ account;
	 	 	 
	 	(xix)	navigate the Vessel, handle all necessary communications,
    manage all cargo operations on behalf of Owners, and provide for the security and safety of the Vessel, cargo and Crew, all
    in accordance with first class LNG ship management practice;
	 	 	 
	 	(xx)	ensure that the Vessel is compatible with existing LNG
    liquefaction terminals, regasification terminals and ship/shore interfaces, at the Primary Terminals and to maintain such
    compatibility and all necessary certificates and documentation;
	 	 	 
	 	(xxi)	undertake vessel-terminal compatibility studies as requested
    by Owners and at Owners’ expense; and
	 	 	 
	 	(xxii)	manage and operate the Vessel on behalf of the Owners
    in any part of the world to first class industry standards for an LNG carrier, provided that the Vessel shall be employed
    in lawful trades, as the Owners may direct, between good and safe ports and places where she can always be safely afloat,
    and further provided that the Vessel shall not trade to ports or areas where, at the time in question, there are expected
    to be hostilities, wars, warlike operations, civil commotions or revolutions, unless the Owners are able to obtain war risks
    insurance against such eventuality.




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Managers shall at all times have
the right to refuse to carry out any instructions from the Owners or the Charterers to trade or lay up the Vessel if Managers
can clearly demonstrate that by doing so, it would contravene any applicable laws and regulations of the Vessel’s flag,
the classification society or of the places she trades.


 


Furthermore, Managers shall not
be held to be in breach of this Agreement, should at any time the Vessel fail to conform to its class standards or fail to conform
to statutory or international standards, except to the extent that such failures result from the negligence or breach of this
Agreement by the Managers.


 


	3.2.2.	Procurement

  

Subject to the terms of this
Agreement, the Managers shall have discretion to procure all stores, spares, equipment, provisions, oils, fuels and any other
goods, materials or services to be supplied to the Vessel by the Managers in performance of their Management Services from whatever
source or supplier they may deem appropriate provided that:


 


	 	(i)	the Managers use all reasonable efforts to
    achieve the lowest prices available for the appropriate quality of goods or services;
	 	 	 
	 	(ii)	the Managers shall provide Owners with the benefit of
    all discounts, rebates or other financial incentives provided by any suppliers, and all amounts billed to Owners in connection
    with all stores, spares, equipment, provisions, oils, fuels and any other goods, materials or services to be supplied to the
    Vessel shall reflect any such discounts, rebates or financial incentives; and
	 	 	 
	 	(iii)	the Owners reserve the right to require the Managers to
    procure such goods, materials and services from sources or suppliers they may notify to the Managers from time to time provided
    that:

  

	 	(a)	the Owners shall not unreasonably interfere
    with the aforementioned Managers’ procurement processes;
	 	 	 
	 	(b)	the Owners may not force the Managers to breach the terms
    of any existing procurement contract to the extent such contract is consistent with the terms of this Agreement and standard
    industry practices; and
	 	 	 
	 	(c)	the Owners have due regard to the interests of the Managers
    in fostering good long-term relationships with suppliers;

  

and where the Owners utilize
their rights under this Clause 3.2.2, the Managers shall in no circumstances be liable for the quality or pricing of the goods,
materials and services so provided.



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	3.3.	Accounting, Budgeting, and Reporting
	 	 
	3.3.1.	The Managers shall:

  

	 	(i)	provide an accounting system in respect of
    the Vessel which meets the reasonable requirements of the Owners, and provide regular accounting services and supply regular
    accounting reports and records; and
	 	 	 
	 	(ii)	maintain a record of all costs and expenditures incurred
    as well as data necessary or proper for the settlement of accounts between the parties.

  

	3.3.2.	The Managers shall
    present to the Owners annually a budget in respect of the estimated costs of operating the Vessel for the following twelve
    months in the current reporting form of the Managers, which is acceptable to the Owners (the “Annual Budget”).
    The initial Annual Budget is attached hereto at Annex “C,” and shall be for the period from the Effective Date
    until 31 December 2014, with a full twelve (12) month Annual Budget submitted yearly thereafter, ending on the day immediately
    preceding the Review Date. Subsequent Annual Budgets shall be prepared by the Managers for approval by the Owners at least
    two (2) months before each Review Date.
	 	 
	3.3.3.	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 Annual Budget as provided.
	 	 
	3.3.4.	If after the approval of the
    Annual Budget pursuant to Clauses 3.3.2 and 3.3.3, the Owners or Managers anticipate material changes in the Operational Costs
    (or in respect of the initial Annual Budget set out in Annex “C”, if the Managers believe such initial Annual
    Budget is inaccurate or unworkable), then the Managers shall prepare a supplementary budget reflecting such changes (the “Supplementary
    Budget”) for approval by the Owners and the Owners shall indicate their approval or non-approval of a Supplementary
    Budget within one month of it being presented to them (and in the absence of any such indication, the Managers shall be entitled
    to assume that the Owners have accepted a Supplementary Budget). Upon approval by the Owners, a Supplementary Budget shall
    be treated as the Annual Budget for the year in question or the remainder thereof.
	 	 
	3.3.5.	For the avoidance of doubt,
    the Managers shall not incur expenditure in respect of the Vessel in excess of the Annual Budget (with due consideration to
    the fact that expenditure may be phased over varying periods or may fluctuate from month to month, notwithstanding that such
    expenditure was budgeted for on an annual basis) or incur expenditure that has not been accounted for in any Annual Budget
    without the prior consent of the Owners (which shall not be unreasonably withheld or delayed).
	 	 
	3.3.6.	Notwithstanding Clause 3.3.5,
    the Managers may in each Annual Budget period, as specified in Clause 3.3.2, incur expenditure on behalf of the Owners in
    respect




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of items that
are not budgeted for in the Annual Budget, or for amounts in excess of the Annual Budget amounts, without the approval of the
Owners provided that:


 


	 	(i)	such expenditure
    is used only for the proper performance of the Management Services; and
	 	 	 
	 	(ii)	such total expenditure does
    not exceed five (5) per cent of the total budgeted amount for that Annual Budget period or such other amount that may be agreed
    by the parties from time to time.

  

	3.3.7.	The Managers shall:

  

	 	(i)	by the fifteenth (15th) Working
    Day of the month provide the Owners with a Vessel Condition Report in respect of the previous month in such form as the Owners
    (acting reasonably) may require;
	 	 	 
	 	(ii)	by the fifteenth (15th) Working Day of each
    month provide the Owners with a comparison between the budgeted Operational Costs as set out in the Annual Budget and actual
    Operational Costs in respect of the previous month (in accordance with the form set out in Annex “F’);
	 	 	 
	 	(iii)	by the fifteenth (15th) Working Day of each
    month provide the Owners with a request for funds based upon an estimate of the funding requirements of the Vessel that are
    required in respect of the next month together with any requests for approval of expenditure pursuant to Clause 3.3.5 and
    any proposed amendments to the Annual Budget pursuant to Clause 3.3.4; and
	 	 	 
	 	(iv)	by the fifteenth (15th) Working Day of each month provide
    the Owners with a consolidated report on actual Operational Costs and if requested by the Owners, capital costs, including
    all expenses in relation to financing of the Vessel, in respect of the previous month.

  

	3.3.8.	If requested and in such manner as may be
    required by the Owners, the Managers shall provide the necessary personnel, hardware and software, and other resources necessary
    to administer on Owners’ behalf and in its name the invoicing and collection of hire payable under the Charter.
	 	 
	3.4.	Health, Safety, Security, and Environmental Protection
	 	 
	3.4.1.	The Managers shall operate a management system which shall
    be approved by the Owners (such approval not to be unreasonably withheld or delayed), and comply and ensure that the Vessel
    and the Crew comply with all applicable health, safety, security and environmental laws and regulations, and nothing in this
    Clause 3.4 shall derogate from the obligations of Managers to comply with its statutory responsibilities insofar as they relate
    to the other Management Services.
	 	 
	3.4.2.	The Managers shall, in relation to all persons engaged
    or likely to be engaged in




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	 	the execution of the Management Services,
    take such steps as are reasonably practicable to ensure their health and safety.
	 	 
	3.4.3.	The Managers shall make available for inspection by the
    Owners at all times all registers, records and other documentation concerning health, safety, security (where appropriate)
    and environmental matters relating to the Management Services.
	 	 
	3.4.4.	The Managers shall send to the Owners a copy of every
    notice or other communication received from or sent to any person or body concerning health, safety, security and/or environmental
    matters relating to the Management Services and shall co-operate with the Owners in respect of all such health, security,
    safety and/or environmental matters, as may from time to time be requested by the Owners.
	 	 
	3.4.5.	The Managers shall use all reasonable endeavors to ensure
    that no oil, or harmful or hazardous substances, of any description, shall be discharged or escape accidentally or otherwise,
    from the Vessel; and that the Vessel, its Officers and Crew comply with all international, national, and state oil and air
    pollution laws, conventions or regulations applying in, or to, international waters and the territorial waters of the countries
    into which the Vessel may trade under the Charter including the provisions of OPA 90 that apply to tank ships. This shall
    also include adhering to the standards promulgated under OPA 90 as those regulations apply to non-tankships operating within
    the jurisdiction of the United States whether or not the same strictly apply to the Vessel.
	 	 
	3.4.6.	The Managers shall not treat, keep or dispose of any waste
    produced and/or carried by the Managers as a result of the Management Services in a manner likely to cause harm to the health
    and safety of any person or harm to the environment (as far as the same may be reasonably practical) and shall comply with
    every statutory duty which is relevant.
	 	 
	3.4.7.	During the execution of the Management Services, the Managers
    shall take such steps as are reasonably practicable to avoid (or where avoidance is not possible, to minimize) harm to the
    environment.
	 	 
	3.4.8.	The Managers will prepare and obtain all necessary approvals
    for a SOPEP. The SOPEP will be written in the English language and will be reviewed and updated as required and be maintained
    with the correct list of coastal state contacts. If required, the Managers will arrange for the translation of the SOPEP into
    another language. The Managers will also undertake regular training of the Crew in the use of SOPEP including drills to ensure
    that the SOPEP functions as expected and that contact and information details specified are accurate.
	 	 
	3.4.9.	The Managers shall prepare a HSSE Report in such form
    and detail as the Owners (acting reasonably) require, to be submitted to the Owners on the 5th day of the following month.




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	3.5.	Insurance Arrangements
	 	 
	3.5.1.	The Owners shall arrange insurances in accordance with
    Clause 6.1.
	 	 
	3.5.2.	The Managers shall immediately inform and keep the Owners
    informed of any incident which gives or may give rise to claims or disputes relating to the insurances effected in accordance
    with Clause 6.
	 	 
	3.5.3.	The Owners shall or, in their sole discretion instruct
    the Managers on a case-by-case basis and in consultation with the Owners to, handle insurance, average and salvage claims
    in connection with the Vessel. Any costs reasonably incurred by the Managers in handling claims in accordance with this Clause
    shall be paid by or for the account of the Owners. Until notified to the contrary, the Managers shall process all insurance
    claims relating to the Crew, in consultation with Owners.
	 	 
	3.6.	Sale or Purchase of the Vessel
	 	 
	 	The Managers shall, if requested, provide Owners with technical assistance in connection with
    any sale of the Vessel. Any costs or out-of-pocket expenses incurred by the Managers in providing such technical assistance
    shall be paid by or for the account of the Owners. The Owners will, however, be solely responsible for agreeing the terms
    of any agreement regulating any sale.
	 	 
	3.7.	General Administration
	 	 
	3.7.1.	The Owners may, in their sole discretion and upon such
    terms and conditions as the Owners shall specify, instruct the Managers on a case-by-case basis to handle and/or settle all
    claims relating to the Vessel including but without limitation any claims involving the Charterers.
	 	 
	3.7.2.	The Managers shall keep the Owners informed regarding
    any incident of which the Managers become aware which gives or may give rise to claims or disputes involving the Charterers
    or other third parties.
	 	 
	3.7.3.	The Owners shall, or in their sole discretion instruct
    the Managers on a case-by-case basis to, bring or defend actions, suits or proceedings in connection with matters entrusted
    to the Managers pursuant to this Agreement.
	 	 
	3.7.4.	Where the Managers are retained to handle and/or settle
    claims relating to the Vessel pursuant to Clause 3.7.1, the Managers shall be entitled to obtain legal or technical or other
    outside expert advice in relation to the handling and settlement of such claims and disputes.
	 	 
	3.7.5.	The Owners shall arrange for the provision of any necessary
    guarantee bond or other security in connection with any such claims.
	 	 
	3.7.6.	Any external costs reasonably incurred by the Managers
    in carrying out their




    	16



    	



    

	 	obligations in accordance with this Clause
    3.7 shall be paid by or for the account of the Owners provided that the Owners have instructed the Managers in accordance
    with Clause 3.7.1.
	 	 
	3.8.	Quality Assurance
	 	 
	3.8.1.	The Managers shall have and maintain a quality assurance/quality
    management system (the “Quality Assurance & Quality Management System”). This system shall include
    on board and on shore operation/ management and shall at the time of delivery, or as reasonably soon thereafter, meet the
    requirements of ISO-9001-2008 and ISO-14001-2004 or any subsequent addition or substitution approved by the Owners. The Quality
    Assurance & Quality Management System shall be documented and available to the Owners for approval within three (3) months
    of execution of this Agreement. The Managers shall supply documentation to the Owners on request confirming the continued
    maintenance and operation of the Quality Assurance & Quality Management System in good standing throughout the period
    of this Agreement.
	 	 
	3.9.	[Reserved]
	 	 
	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 a timely and efficient manner in accordance
    with first class international LNG ship management practice and the Operational and Maintenance Protocol set forth on Annex
    “D” and to protect and promote the interests of the Owners in all matters relating to the provision of the Management
    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 the Managed Fleet, 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.	The Managers shall procure that the requirements of the
    law of the flag of the Vessel are satisfied and the Managers shall in particular be deemed to be the “Company”
    as defined by the ISM and ISPS Codes, thereby assuming the responsibility for the operation of the Vessel and taking over
    the duties and responsibilities imposed by these Codes when applicable. The Managers shall comply at all times with the requirements
    of the ISM, ISPS, and MTSA Codes, and the Managers shall immediately inform Owners if there is any threatened or actual withdrawal
    of Managers document of compliance or the Vessel’s safety management certificate or ISS (Security Certificate).
	 	 
	4.3.	In addition to the specific obligations to keep the Owners
    informed hereunder, the




    	17



    	



    

	 	Managers shall keep the Owners informed of
    all relevant information regarding the Vessel and the performance of the Management Services which the Owners may, acting
    reasonably, specify from time to time.
	 	 
	4.4.	When the Managers become aware of an Emergency Situation,
    they shall immediately contact the Owners and keep the Owners informed in respect of such Emergency Situation.
	 	 
	4.5.	If, in an Emergency Situation, the Managers (or the Master)
    are required pursuant to this Agreement to solicit an approval from the Owners, but in such circumstances it is not practical
    to wait for such approval, then notwithstanding any other term in this Agreement, the Managers (or the Master) may take whatever
    action they may deem necessary to deal with such Emergency Situation.
	 	 
	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.	The Owners shall provide prompt responses to any requests
    made by the Managers pursuant to this Agreement.
	 	 
	5.3.	The Owners shall (subject to any confidentiality restrictions)
    provide the Managers with any relevant information relating to the Charters or Charterers and shall notify the Managers upon
    a change of Charterers or upon any new Charter in respect of the Vessel.
	 	 
	5.4.	The Owners shall use reasonable endeavours (and subject
    to any confidentiality restrictions) to ensure that the Charterers shall keep the Managers informed of the relevant terms
    of any gas supply contract, charter party, contract of affreightment, contract of insurance and any other document relating
    to the Vessel and its cargo that the Managers may reasonably require in order to perform their obligations hereunder.
	 	 
	6.	INSURANCE POLICIES
	 	 
	6.1.	The Owners shall procure throughout the period of this
    Agreement that:

  

	 	(i)	at the Owners’ expense, the Vessel is
    insured for usual hull and machinery marine risks (including crew negligence) and war risks in accordance with the first class
    practice of prudent owners of vessels of a similar type to the Vessel;
	 	 	 
	 	(ii)	at the Owners’ expense, the Vessel is insured against
    Protection and Indemnity risks (including pollution risks) based upon the Standard Rules of a member of the International
    Group of P&I Clubs and have arranged for the Managers to be included as named co-assured, and provide the Managers with
    Certificates of Entry to evidence that such insurances have
	 	 	 




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	 	 	been effected and confirm renewal within fifteen
    (15) Working Days of the same;
	 	 	 
	 	(iii)	where the Vessel is directed to call at any port within
    the United States of America and at the Owners’ expense, the Vessel carries a Certificate of Financial Responsibility
    as required by the United States Offshore Pollution Act 1990;
	 	 	 
	 	(iv)	the Vessel is insured against such other risks (including
    Freight, Demurrage and Defense) that are appropriate to the Vessel’s trade;
	 	 	 
	 	(v)	the Owners’ Insurances name the Owners and the Managers
    as co-assureds, with full cover, with the Owners obtaining cover in respect of each of the insurances specified in Clause
    6.1 on terms whereby the Owners are liable in respect of premiums or calls arising in connection with the Owners’ Insurances;
    and
	 	 	 
	 	(vi)	written evidence is provided, to the reasonable satisfaction
    of the Managers, of compliance by the Owners 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.

  

	6.2.	Insofar as it affects the superintendent and
    other shore staff employed by the Managers in connection with this Agreement, the Managers shall procure and maintain at their
    own expense appropriate insurance cover with first class insurers in respect of death or injury to such superintendents or
    shore staff, and such insurance shall comply with all applicable law.
	 	 
	6.3.	Managers shall name Owners as co-assureds on this insurance
    cover, and Managers agree to waive all subrogation rights against Owners that might arise under this entire Clause 6.
	 	 
	7.	MANAGEMENT FEE
	 	 
	7.1.	Subject to any adjustment in accordance with the provisions
    of Clause 7.2 the Owners shall pay to the Managers for the provision of Management Services, a monthly management fee of Fourty-Six
    Thousand Dollars (US$46,000) (the “Management Fee”) which shall be paid each calendar month in advance
    by the first Working Day of each applicable month provided that where a payment is due in respect of any part of a month that
    payment shall be paid on a pro-rata basis, such sums to be paid into the Managers’ Account. All invoices for the Management
    Fee shall be submitted by the Managers to the Owners in advance on a monthly basis.
	 	 
	7.2.	If, during any calendar month, the Vessel is in:

  

	 	(i)	“deep” lay-up (that is with sea
    chests sealed off and all system drained




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	 	 	down) the Management Fee shall be Three Thousand
    Five Hundred Dollars (US$3,500) per month and pro rata in respect of any part month; or
	 	 	 
	 	(ii)	a partially manned stand-by condition, during a period
    of lay-up (other than deep lay-up) or during reactivation periods or during any period where the Managers are preparing to
    take over management of the Vessel from a third party the Management Fee shall be Ten Thousand Dollars (US$10,000) per month
    and pro rata in respect of any part month.

  

	7.3.	The Management Fee is exclusive of value added
    tax and any other existing sales or services tax that may be applicable. The Managers warrant that at the Effective Date,
    no such taxes are payable in respect of the Management Fee under Greek Law.

  

The Management Fee
payable to the Managers will be adjusted annually on the first Review Date after the Effective Date and on each Review Date thereafter.
The adjustment will be agreed between the Parties in good faith on the basis of general inflation and proof of increases in actual
costs incurred by the Managers.


 


	7.4.	In addition to the Management Fee, if the
    Managers’ superintendent or other staff are reasonably required to spend more than twenty-five (25) days in aggregate
    visiting the Vessel in any calendar year (or pro-rata for part of a calendar year), the cost of visits in excess of twenty-five
    (25) days shall be paid by the Owners, into the Managers’ Account, at a rate of One Thousand Dollars (US$1,000.00) per
    day (or pro rata in respect of any part day on board the Vessel). Notwithstanding the foregoing, all reasonable travelling
    expenses in connection with reasonably required visits to the Vessel by Managers’ superintendent or other staff (excluding
    visits in connection with drydocking) shall be part of the Management Fee, irrespective of the duration of such visits.
	 	 
	7.5.	In the event of this Agreement being terminated by the
    Owners or the Managers in accordance with the provisions of Clause 17.3 or 17.4, the Management Fee payable to the Managers
    according to the provisions of Clauses 7.1 and 7.2, 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 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 any reasonable Severance Costs which
    may materialise provided the Managers have used reasonable endeavours to mitigate such obligations to the Crew.

  

	7.6.	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.




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	7.7.	The Owners shall, in respect of each year
    of this Agreement, on or around the Review Date, decide whether or not to pay an Incentive Bonus to the Managers for remittance
    to the Crew of an amount and in the manner described in Annex “H” attached hereto.
	 	 
	 	Any Incentive Bonus that the Owners decide to pay shall be paid into the Managers’ Account
    with fifteen (15) Working Days of the Review Date and the Managers shall remit any such bonus to the Crew. In addition the
    Owners shall within fifteen (15) Working Days of the Review Date provide a written explanation to the Managers of their decision
    which sets out in reasonable detail the rationale for making such a decision.
	 	 
	8.	VESSEL EXPENSES
	 	 
	8.1.	Upon receipt of a request for funds for the Vessel pursuant
    to Clause 3.3.7 (iii) the Owners shall pay such funds into the Vessel Account, provided that such request is made in respect
    of items and amounts accounted for in the Annual Budget or made in respect of items or amounts for which the Managers do not
    require the approval of the Owners pursuant to Clause 3.3.6.
	 	 
	8.2.	In the event that the Managers request funds from the
    Owners pursuant to Clause 3.3.7(iii), but the Owners are not obliged to pay such funds pursuant to Clause 8.1, then the Owners
    may refuse to provide such funds provided that, in such circumstances, the Managers shall not be liable for any losses or
    damages incurred by the Owners as a result of such refusal and in any event, the Owners shall not unreasonably refuse to pay
    or delay the payment of such sums.
	 	 
	8.3.	All sums payable by the Owners in respect of requests
    made by the Managers pursuant to Clauses 8.1 and 8.2 shall be paid into the Vessel Account by the first Working Day of the
    month following that month in which such request was made.
	 	 
	8.4.	The Managers shall open the Vessel Account and communicate
    the details of the Vessel Account to the Owners prior to the Effective Date. The Vessel Account shall be an account that only
    contains monies payable into such Vessel Account pursuant to this Agreement. All monies paid into the Vessel Account (including
    interest, if payable) shall be held on trust for and to the credit of the Owners and the Managers may only utilise funds in
    the Vessel Account for the proper performance of the Management Services hereunder. The Managers shall provide full details
    of all transactions in relation to the Vessel Account and shall procure that monthly Vessel Account bank statements are provided
    to the Owners for each month of this Agreement.
	 	 
	8.5.	Notwithstanding anything contained in this Agreement,
    the Managers shall in no circumstances be required to use or commit their own funds to finance the provision of the Management
    Services.




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	9.	MANAGERS’ RIGHT TO SUB-CONTRACT
	 	 
	9.1.	The Managers shall have the right to sub-contract
    any of their obligations in this Agreement, subject to Clause 9.2 below.
	 	 
	9.2.	The Managers shall obtain the prior written consent of
    the Owners if they wish to sub-contract any of their obligations under this Agreement for amounts exceeding Fifty Thousand
    United States Dollars over and beyond the approved Annual Budget.
	 	 
	9.3.	Notwithstanding any sub-contract the Managers shall remain
    fully liable for the due performance of their obligations under this Agreement, the Managers shall procure that each sub-contractor
    engaged pursuant to this Clause 9 shall comply with the requirements of Clause 3.4.
	 	 
	10.	RESPONSIBILITIES
	 	 
	10.1.	Force Majeure
	 	 
	10.1.1.	Neither the Owners, nor the Managers shall be liable for
    any loss or damage or total or partial failure to perform this Agreement (other than a failure to perform an obligation to
    pay money) caused wholly or partly by any circumstances or things beyond the reasonable control of the Owners or the Managers,
    as the case may be, including (without limiting the generality of the foregoing) acts of God, fires, floods, epidemics, quarantine
    restrictions, wars, terrorism, insurrections, riots, violent demonstrations, criminal offences, acts and omissions of civil
    or military authority or of usurped power, requisition or hire by any governmental or other competent authority, or embargoes.
	 	 
	10.1.2.	The party invoking force majeure will advise the other
    party of the force majeure event at the earliest opportunity and also advise same party of the likely duration of such force
    majeure situation.
	 	 
	10.2.	Liability to Owners
	 	 
	 	The Managers shall be under no liability 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
    the same is proved to have resulted from the breach of this Agreement, fraud, gross negligence, or wilful misconduct of the
    Managers or 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 each incident or series of incidents giving rise to a claim or claims shall not exceed a total of twelve (12)
    times the monthly Management Fee of Forty-Six Thousand Dollars (US$46,000) as adjusted annually pursuant to Clause 7.3 above.




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	 	Notwithstanding anything herein contained in the contrary, the Managers shall not
    be liable for any of the actions of the Crew, even if such actions are negligent or wilful, except only to the extent that
    they are shown to have resulted from a failure by the Managers to discharge their obligations under Clauses 3.1 or 3.4, in
    which case their liability shall be limited in accordance with the terms of this Clause 10.2.
	 	 
	10.3.	Indemnity
	 	 
	 	Except to the extent and solely for the amount that the Managers would be liable under Clause
    10.2, 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.
	 	 
	10.4.	“Himalaya”
	 	 
	 	It is hereby expressly agreed that no employee or agent of the Managers (including sub-contractors
    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 part 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 10, 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 10 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.
	 	 
	11.	DOCUMENTATION
	 	 
	11.1.	The Managers shall also maintain and cause their agents
    to maintain and retain in accordance with generally accepted accounting practices, applicable tax requirements and good international
    shipping practices, all books, accounts and records pertaining to this Agreement, and all records, documents and other materials
    related to the Managers’ implementation of and compliance with the Quality Assurance & Quality Control System, including
    vouchers, invoices,




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	 	receipts, correspondence, copies of original
    documents and such other documentation as is necessary in order to verify the compensation payable hereunder.
	 	 
	11.2.	The Managers shall make available, upon Owners’
    request, all documentation and records relating to the performance of the Management Services, the SMS and/or the Crew
    which the Owners require in order to demonstrate compliance with the ISM Code, ISPS Code, and STCW 95, or to defend or prosecute
    a claim against a third party or otherwise.
	 	 
	11.3.	All Vessel Data is and shall remain the property of the
    Owners and shall be made available to the Owners by the Managers on the Owners’ request. Upon termination of this Agreement
    for any reason, the Managers shall promptly provide the Owners with all the Vessel Data, whether onboard the Vessel or otherwise.
	 	 
	11.4.	The Managers shall retain and properly store all Vessel
    Data in accordance with first class LNG ship management practice. If, in the Managers’ opinion, certain Vessel Data
    should be destroyed, then the Managers shall first offer to return that Vessel Data (at the Owners’ expense) to the
    Owners, and in the event that the Owners decline such offer, the Managers may destroy such Vessel Data.
	 	 
	12.	DEPLOYMENT OF THE VESSEL
	 	 
	12.1.	The Managers shall ensure that the Crew of the Vessel
    shall comply with any Permanent Instructions.
	 	 
	12.2.	The Owners may change the terms of the Permanent Instructions,
    or upon the execution of a new Charter replace the existing Permanent Instructions with new Permanent Instructions with the
    consent of the Managers which shall not be unreasonably withheld or delayed.
	 	 
	12.3.	In the event that the Managers or the Crew receive instructions
    from the Charterers, that in the opinion of the Managers, conflict with instructions provided by the Owners or which go beyond
    the scope of authority of the Charterers (to the extent such scope of authority has been disclosed by the Owners to the Managers),
    the Managers shall use best endeavours to immediately notify the Owners and the Charterers of the same. In such circumstances,
    subject to Clause 3.1.2(viii), the Owners’ instructions shall take precedence over the Charterers’ instructions.
	 	 
	12.4.	Except for the purposes of saving life, the Vessel shall
    not, unless expressly authorised by the Owners, undertake attempts of salvage.
	 	 
	12.5.	If:

  

	 	(i)	the Vessel undertakes attempts at salvage
    pursuant to Clause 12.4, or




    	24



    	



    

	 	(ii)	the Vessel requests that a third party attempts
    salvage of the Vessel, then without prejudice to the Master of the Vessel’s overriding right to take whatever action
    he may deem necessary to preserve life or prevent the loss of the Vessel, all salvage shall be under the terms of the current
    “Lloyds Open Form No Cure — No Pay” agreement.

  

	12.6.	Any proceeds arising from salvage of third
    party property shall be for the benefit of the Owners.
	 	 
	12.7.	Notwithstanding any other provision of this Agreement,
    the Managers shall not (and shall procure that the Crew shall not), without the written consent of the Owners, sign any bill
    of lading on behalf of the Owners.
	 	 
	13.	AUDITING
	 	 
	13.1.	The Managers shall prepare the Annual Budget and accounts
    (as referred to in Clause 3.3.1 above) and shall make the same available for inspection and auditing by the Owners at such
    times as may be mutually agreed.
	 	 
	13.2.	The Owners shall have the right to audit the Managers’
    records and documentation as set out in Clause 11 above for the purpose of verifying their correctness and completeness at
    all times on reasonable notice to the Managers. Where staff or auditors of the Owners visit the premises of the Managers for
    the purpose of carrying out an audit, the Managers shall provide office space and facilities to such staff or auditors at
    no extra cost to the Owners.
	 	 
	14.	INSPECTION OF VESSEL
	 	 
	14.1.	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.
	 	 
	15.	COMPLIANCE WITH LAWS AND REGULATIONS
    ETC.
	 	 
	15.1.	The Managers will not do or permit to be done anything
    which might cause any breach or infringement or the laws and regulations of the Vessel’s flag, the classification society
    or of the Primary Terminals and other places where she trades.
	 	 
	16.	DURATION OF THE AGREEMENT
	 	 
	16.1.	This Agreement is entered into on the date of signing
    and shall continue until terminated in accordance with Clause 17.
	 	 
	17.	TERMINATION
	 	 
	17.1.	If the Managers:

  

	 	(i)	fail to meet any material obligation under
    this Agreement; or




    	25



    	



    

	 	(ii)	fail to meet any obligation under this Agreement
    that has a material adverse effect upon the Owners or the Vessel;

  

	 	then the Owners may give notice to the Managers of the default, requiring them to
    remedy it (if such default is capable of being remedied) as soon as practically possible. In the event that the default is
    not capable of being remedied or the Managers fail to remedy the default within a reasonable time to the satisfaction of the
    Owners, the Owners shall be entitled to terminate this Agreement by giving the Managers ninety (90) days’ written notice.
	 	 
	17.2.	The Owners may also terminate this Agreement by giving
    the Managers ninety (90) days’ written notice in the event that the Managers, in the reasonable opinion of the Owners,
    fail to manage the Vessel in accordance with first class LNG ship management practice and such failure has not been remedied
    within a reasonable time after written notice of such failure.
	 	 
	17.3.	The Managers shall be entitled to terminate the Agreement
    by notice in writing if:

  

	 	(i)	any moneys payable by the Owners to the Managers
    have not been received into the Managers’ Account within thirty (30) days (excluding Saturdays, Sundays and public holidays)
    of payment having been requested in writing by the Managers; or
	 	 	 
	 	(ii)	this Agreement or any of the Owners’ rights and/or
    obligations are assigned to any person or entity without the Managers’ prior written agreement or approval.

  

	17.4.	This Agreement shall be deemed to be terminated:

  

	 	(i)	in the case of the sale of the Vessel (other
    than a sale or transfer to an Affiliate of the Owners);
	 	 	 
	 	(ii)	if the Vessel becomes a total loss or is declared as a
    constructive or compromised or arranged total loss or is requisitioned for hire; or
	 	 	 
	 	(iii)	in the event of an order being made or resolution passed
    for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than of the purpose of a solvent reconstruction
    or amalgamation) or if a receiver or similar officer is appointed of the whole or a material part of its assets or if it suspends
    payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

  

	17.5.	If the Owners elect to provide Officers and,
    for any reason within their control, the Owners fail to:

  

	 	(i)	procure Officers and Ratings supplied by them
    or on their behalf, complying with the requirements of STCW 95; or




    	26



    	



    

	 	(ii)	instruct such officers and ratings to obey
    all reasonable orders of the Managers’ SMS;

  

	 	then the Managers may give notice to the Owners
    of the default, requiring them to remedy it (if such default is capable of being remedied) as soon as practicably possible.
    In the event that the default is not capable of being remedied or if the Owners fail to remedy the default within a reasonable
    time to the satisfaction of the Managers, the Managers shall be entitled to terminate this agreement.
	 	 
	17.6.	[Reserved]
	 	 
	17.7.	Notwithstanding Clauses 17.1 and 17.2, the Owners shall
    have the right to terminate this Agreement at any time and for any reason by giving the other party not less than three (3)
    months’ written notice of their intention to terminate this Agreement.
	 	 
	17.8.	If the Owners proceed with the employment of, or continue
    to employ the Vessel in blockade running or in an unlawful trade or on a voyage, which in the reasonable opinion of the Managers,
    is unduly hazardous, the Managers may give notice to the Owners requiring them to cease to employ the Vessel in such manner
    as soon as possible. If the Owners fail to comply with such notice within a reasonable time to the satisfaction of the Managers,
    the Managers shall be entitled to terminate this Agreement with immediate effect by notice in writing.
	 	 
	17.9.	The termination of this Agreement shall be without prejudice
    to all rights accrued due between the parties prior to the date of termination.
	 	 
	18.	MISCELLANEOUS
	 	 
	18.1.	The confidentiality obligations of the parties are set
    out in a separate Confidentiality Agreement that is attached for reference in Annex “G”.
	 	 
	18.2.	A person who is not a party to this Agreement may not
    enforce, or otherwise have the benefit of, any provision of this Agreement under the Contracts (Rights of Third Parties) Act
    1999, but this provision does not affect any right or remedy of a third party which exists or is available apart from that
    Act.
	 	 
	18.3.	At the expiry or earlier termination of any existing ship
    management agreement(s) in relation to the Vessel, Managers shall co-operate in the transfer arrangements to be notified to
    the Managers by the Owners and shall facilitate the smooth transition of all operations and duties to Managers with the minimum
    of disruption.
	 	 
	18.4.	Either party may at any time assign or transfer to an
    Affiliate its respective rights and obligations under this Agreement provided that they first obtain the written consent of
    the other party. Such consent shall not be unreasonably withheld, conditioned or delayed and the parties agree to promptly
    execute any reasonable novation or transfer documentation to give effect to such an assignment or




    	27



    	



    

	 	transfer.
	 	 
	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 or re-enactment thereof save to the extent necessary
    to give effect to the provisions of this Clause.
	 	 
	19.2.	The arbitration shall be construed and conducted in accordance
    with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.
    The language used for such arbitration shall be English and the arbitration shall be conducted in London.
	 	 
	19.3.	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 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.
	 	 
	19.4.	Nothing herein shall prevent the parties agreeing in writing
    to vary these provisions to provide for the appointment of a sole arbitrator.
	 	 
	19.5.	In cases where neither the claim nor any counterclaim
    exceeds the sum of US$50,000 (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. The language used
    for such arbitration shall be English and the arbitration shall be conducted in London.
	 	 
	20.	NOTICES AND BANK ACCOUNTS
	 	 
	20.1.	Any notice to be given by either party to the other party
    pursuant to this Agreement shall be in writing and shall be effective upon delivery pursuant to Clause 20.2 and shall be sent
    by fax, registered mail or by personal service to the following addresses:



 


for the Owners:


 


Gas-seventeen Ltd.

Clarendon House



    	28



    	



    

2 Church Street

Hamilton HM11

Bermuda

Fax. No.: +377 97 97 51 24

Attn: Graham Westgarth


 


for the Managers:


 


GasLog LNG Services Ltd.

Piraeus Branch Office

69, Akti Miaouli,

185 37 Piraeus, Greece

Fax No: +30 210 4591247


 


Attention: Theodoros Katemidis, General Manager


 


	20.2.	A notice is deemed to have been received:

  

	 	(i)	if delivered personally, at the time of delivery;
	 	 	 
	 	(ii)	in the case of fax, at the time of transmission;
	 	 	 
	 	(iii)	in the case of delivery of courier, on the date of receipt
    by the courier of written acknowledgement of such delivery;
	 	 	 
	 	(iv)	in the case of pre-paid first class post, recorded delivery
    or registered post, on receipt; and
	 	 	 
	 	(v)	if deemed receipt under the previous paragraphs of this
    sub-clause is not within business hours (meaning 9:00 am to 5:30 pm Monday to Friday (or Sunday to Thursday if the place of
    receipt is in Egypt) on a day that is not a public holiday in the place of receipt), when business next starts in the place
    of receipt.

  

	20.3.	For the purposes of this Agreement, the Managers’
    Account currently has the following details:

  

[Account details to be provided supplementally]


 


IN WITNESS whereof the parties have duly
signed this Agreement the day and year first above written.


 


SIGNED for and on behalf

of GAS-seventeen Ltd.

by



    	29



    	



    

in the presence of 


 





 


SIGNED for and on behalf

of GASLOG LNG SERVICES LTD.

by


 


in the presence of



    	30



    	



    

ANNEX “A”


 


DETAILS OF VESSEL


 


[OWNERS TO PROVIDE ON OR BEFORE EFFECTIVE
DATE]



    	 



    	



    

ANNEX “B”

DETAILS OF CREW / OFFICERS

RATINGS


 


[MANAGERS TO PROVIDE AT LEAST 30 DAYS
PRIOR TO EFFECTIVE

DATE]



    	 



    	



    

ANNEX “C”

INITIAL BUDGET


 


To be provided in accordance with Clause
3.3.2 at least [one (1)] month prior to the Effective Date and once approved by Owners to be inserted



    	 



    	



    

ANNEX “D”

OPERATIONAL AND MAINTENANCE PROTOCOL


 


The provisions of this Operational and
Maintenance Protocol (“Protocol”) are integral with the provisions of the Agreement. The Owners agree to provide the
manager with the necessary financial resources to comply with the requirements of this Operational and Maintenance Protocol.


 





The Vessel shall always be operated and
maintained in accordance with the first class international standards for LNG vessels. These standards shall include, without
limitation, that:


 


	 	·	The Vessel is always manned, operated and maintained in a safe
    and prudent manner to minimise the risk of accidents;
	 	 	 
	 	·	the maintenance and operation of the Vessel shall be thorough and proactive
    and not based merely on the minimum standards required by the Vessel’s flag state and classification society but to
    the highest standards applicable in the shipping and LNG industry;
	 	 	 
	 	·	the Managers agree to maintain membership in the Society of International Gas
    Tankers and Terminal Operators Association (SIGTTO) and to abide by all guidelines, recommendations, and training schedules
    that are applicable to the safe and reliable operation of LNG vessels made by this industry association;
	 	 	 
	 	·	the Managers agree to observe and abide by all guidelines, recommendations,
    and training standards that are promulgated by the Oil Companies’ International Marine Forum (OCIMF) and are applicable
    to the safe and reliable operation of LNG vessels made by this industry association;
	 	 	 
	 	·	the Vessel shall be maintained and refurbished and where necessary restored
    to ensure the safe, reliable, and efficient transportation of LNG for a minimum 40 year trading life.

  

Other than for Manager-scheduled
maintenance periods of seventy two (72) hours every six (6) months (days which shall be agreed by the Owners), the Owners expect
the Vessel to be available for the safe and efficient transportation of LNG for 100% of the year. The Manager shall put in place
a robust and comprehensive vessel management system designed to meet this availability objective.


 


The Managers shall take the necessary
steps to promote a culture of safety awareness, compliance with established procedures, and non-conformance reporting to facilitate
continuous improvement throughout the organization including all crewmembers onboard the Vessel.



    	 



    	



    

CREWING


 


The Managers agree that having a well-trained
and qualified vessel crew and shoreside support staff, well versed in LNG vessel operations and management, is the foundation
of a safe, reliable, and efficient LNG vessel operation.


 


	 	·	The Managers agree to adhere to the Training Matrix, and also agree
    that if the Training Matrix conflicts with less stringent standards contained in this Agreement, the Training Matrix will
    control.
	 	 	 
	 	·	Managers shall arrange for all Deck Officers, including the Master, to attend
    Bridge Team Management Training at one of the recognized training centers. This training shall be repeated every five (5)
    calendar years.
	 	 	 
	 	·	Managers are required to ensure that all Masters have attended a ship handling
    simulator-training course applicable for the type of vessel in use for LNG transportation. The training shall be repeated
    at a minimum of every five (5) calendar years.
	 	 	 
	 	·	In addition to the requirements of the Management Agreement, all senior operational
    positions (Master, Chief Engineer, Chief Mate, and Second Engineers, Cargo Engineer) on board must have a minimum of three
    (3) years of sea time (time onboard) experience onboard LNG Carriers in any position in the position directly below the senior
    operational position they will assume. All senior operational positions must receive a minimum of two (2) weeks vessel familiarization
    and specific operational training, with a training scope appropriate to their position, prior to embarking onboard the Vessel
    for the first time. Any deviation from this section’s experience requirement must be approved by Owners.
	 	 	 
	 	·	All officers and unlicensed crew on board require, as a minimum, specific training
    on the hazards and unique operational aspects associated with LNG carriers that meet the requirements of Section A-V/1 paragraphs
    1-7 of the STCW 1995 convention. All licensed officers that form part of the cargo transfer watch or carry out operational
    or maintenance duties and responsibilities directly related to the vessel’s cargo system shall also receive specific
    training meeting the requirements of Section A-V/1 paragraphs 22-34 of the STCW 1995 convention. The Managers are to document
    what special LNG ship operations training is provided to licensed and unlicensed crewmembers prior to their employment on
    the LNG carrier.
	 	 	 
	 	·	All crew are required to be properly qualified and certificated in accordance
    with the IMO Standards of Training, Certification and Watch keeping for Seafarers (STCW), 1995, as amended, and in compliance
    with the Training Matrix.




    	 



    	



    

	 	·	Managers shall provide to Owners copies of all newly appointed
    senior officers’ certification and details of experience prior to their embarkation onboard the Vessel. Owners have
    the right to review and verify the qualifications of all LNG vessel senior officers prior to their embarkation onboard the
    Vessel. Owners shall be given the opportunity to approve the certificates and experience of all senior officers a reasonable
    period prior to their initial embarkation onboard the Vessel), and shall have the discretion to reject any such officer if
    they do not meet the qualification and training requirements agreed between the Managers and Owners. Owners’ approval
    shall not be unreasonably withheld or delayed.
	 	 	 
	 	·	Procedures shall be put in place in the ship’s Safety Management System
    clearly documenting who is responsible for the ship’s LNG Cargo System including cargo transfer operations. The responsibilities
    and interface between the Chief Mate and Cargo Engineer shall be clearly defined. The Managers shall identify and document
    the qualifications of a Person In Charge (PIC) of the Cargo Transfer Watch that exceed the requirements of Regulation V/1
    of the STCW 95 requirements. These qualifications shall be made available to Owners upon request. A training program shall
    be established and documented for junior officers to allow them to meet the qualifications of the PIC of the Cargo Transfer
    Watch during periods of steady state operation to allow the Chief Officer and Cargo Engineer to take rest periods if required
    to meet work hour restrictions. This program shall include some mechanism for competency assessment either on a cargo simulator
    or under supervised conditions during an actual cargo transfer onboard the Vessel.
	 	 	 
	 	·	The Managers shall establish, as a minimum, the following policies and should
    ensure that all officers and crew are fully conversant and comply with these policies:

  

	 	·	Safety Policy
	 	·	Health Policy
	 	·	Environmental Policy
	 	·	Quality of Service Policy
	 	·	Operations Policy
	 	·	Navigation Policy
	 	·	Maintenance Policy
	 	·	Drug and Alcohol Policy

  

	 	·	The Managers shall ensure that all seafarers undergo a medical
    examination, which shall include a drug and alcohol test annually. On completion of a satisfactory medical examination a certificate
    shall be issued which shall remain valid for the period that the seafarer is onboard the Vessel. An OCIMF-compliant drug and
    alcohol policy, which includes random drug testing, shall be implemented, and tests conducted directly onboard the Vessel
    or by an outside




    	 



    	



    

	 	 	contractor to deter the use of illegal drugs and controlled substances
    by crewmembers while onboard the Vessel.
	 	 	 
	 	·	The organization employed by the Managers to provide manning to the Vessel
    shall be engaged through a contract, which shall stipulate the Manager’s minimum competency and experience requirements.
	 	 	 
	 	·	At intervals not exceeding two years the Managers shall ensure that the organization
    providing the manning of the Vessel is audited by a qualified auditor for compliance with the Managers’ minimum requirements.
    Copies of the audit report, non-compliances and corrective actions shall be provided to Owners, upon request.
	 	 	 
	 	·	Managers shall implement a system that interrogates and confirms officer’s
    qualifications and fitness for duty prior to joining the Vessel.
	 	 	 
	 	·	The Managers shall keep a minimum number of officers employed onboard the Vessel
    during dry-dock overhaul periods for inspection and quality assurance purposes. As a minimum, these people shall include all
    Licensed Engineering Officers , the Chief Officer and the Captain.

  

MAINTENANCE


 


	 	·	A Master Maintenance Plan shall be developed for the Vessel and
    approved by Owners’, provided that Owners’ approval does not conflict with the Vessel’s Class or Flag State
    requirements. The objective of this plan shall be to maintain the safe, reliable, and efficient operation of the Vessel over
    its projected 40 year life. This plan shall cover the following areas associated with efficient operation and Vessel maintenance
    and repair:

  

	 	1.	Dry-docking interval
	 	 	 
	 	2.	Procedures associated with pre-qualification of repair shipyards
	 	 	 
	 	3.	Hull Roughness measurement and maintenance to an acceptable level
	 	 	 
	 	4.	Anticipated schedule of maintenance, major overhaul, and refurbishment of all vessel critical
    equipment
	 	 	 
	 	5.	A description of the Preventive Maintenance System covering scheduled maintenance of all vessel
    equipment
	 	 	 
	 	6.	Inventory Control Procedures and stock of critical spare parts both onboard and ashore
	 	 	 
	 	7.	Procedures associated with pre-qualification of equipment and spare parts vendors




    	 



    	



    

	 	8.	Propulsion plant efficiency performance monitoring procedures and corrective action
    steps
	 	 	 
	 	9.	Condition Monitoring Systems and Condition Monitoring based maintenance
	 	 	 
	 	10.	Means of collecting the necessary date in a structured format to monitor and benchmark equipment
    reliability performance
	 	 	 
	 	11.	Performing Root Cause Analysis of equipment failures and equipment/systems reliability improvement
	 	 	 
	 	12.	Procedures associated with Equipment Obsolescence

  

	 	·	The Preventive Maintenance system shall incorporate the equipment
    suppliers or makers’ instructions and maintenance recommendations.
	 	 	 
	 	·	All maintenance work carried out on vessel equipment, other than normal routine
    operational work, shall be carried out using a permit to work system.
	 	 	 
	 	·	Where equipment isolation is required for operational and/or personnel safety
    or where hot work is involved all work must be carried out under a written procedure under the guidelines of the Safety Management
    System’s Lockout/Tag out/Isolation or Hot work permit procedures.

  

The following is the proposed maintenance
cycle that shall be followed with the Vessel. It is based on a 60 month period coinciding with the Vessel’s 5 year special
survey requirements. This cycle may be adjusted through mutual agreement between Manager and Owners. The Managers shall notify
Owners in writing at least 30 days in advance of the proposed dates for each 2 day Scheduled Maintenance Window and at least 6
months in advance of the proposed dates for dry-docking the Vessel. The Owners are primarily responsible for coordinating the
communication and discussion of the scheduling of maintenance cycle events with the vessel’s charterer.


 


	Month	 	Maintenance Event
	6	 	48 Hours Scheduled Maintenance Window
	12	 	48 Hours Scheduled Maintenance Window
	18	 	48 Hours Scheduled Maintenance Window
	24	 	48 Hours Scheduled Maintenance Window
	30	 	Minor Drydocking – Intermediate Survey
	36	 	48 Hours Scheduled Maintenance Window
	42	 	48 Hours Scheduled Maintenance Window
	48	 	48 Hours Scheduled Maintenance Window
	54	 	48 Hours Scheduled Maintenance Window
	60	 	Major Drydocking – 5 Year Special Survey




    	 



    	



    

OPERATIONS


 


	 	·	The Managers shall establish detailed procedures for all critical
    operations performed onboard the Vessel as part of the Vessel’s Safety Management System. These procedures shall be
    developed and tailored specifically to the Vessel. Steps shall be taken to familiarize Vessel personnel with these procedures
    and a robust internal audit program shall be carried out to verify crew compliance with these established procedures. Checklists
    should be used where appropriate to assist personnel in following procedures and to provide documented evidence of adherence
    to procedures. Copies of all work instructions and procedures in force shall be on file in the head office facilities of the
    Manager. The complete Safety Management System shall be made available in hard or electronic copy to the Owners.
	 	 	 
	 	·	Changes to operating procedures must be reviewed by a senior officer onboard
    and approved by shore based management before the changes are implemented.
	 	 	 
	 	·	The Vessel and crew at all times shall be capable of operating with no venting
    of cargo boil-off gases to the atmosphere. Any such venting shall immediately be reported to the Owners with a full explanation
    as to why the venting operation was required and an estimate of venting duration and quantity vented. It is recognized that
    under rare extreme conditions the cargo tank pressure may approach the P.V. valve release settings. This condition is to be
    avoided through proper management of cargo during laden voyages and of the heel and spray cooling during ballast voyages,
    and if necessary to prevent P/V valves from lifting, the Vessel will, when possible, reduce cargo tank pressure below this
    setting by intentional venting in a controlled manner.
	 	 	 
	 	·	Whenever the vessel is transiting restricted waters the following operating
    profile shall normally be adhered to unless specific equipment breakdown prevents this:

  

	 	·	The Throttle shall be in Bridge Control
	 	·	The Steering Gear systems shall be fully tested (including all standby pumps) prior to entry
    into restricted waters
	 	·	Boilers shall be operated in the Dual Fuel Mode
	 	·	Two ship service generators shall be on line for redundancy
	 	·	The main engine shall be placed in “Standby” and the engine room shall be manned
    if there is a high probability of the vessel maneuvering

  

	 	·	All inhibits on any trip (safety shutdown) and alarm system must
    be approved by the Master or Chief Engineer before being applied. A written procedure is necessary to document the operational
    conditions that must exist before any trip or alarm may be inhibited and what additional safety measures must be put in




    	 



    	



    

place
when trips or alarms are inhibited. A daily log of all inhibited trips and alarms shall be displayed on the bridge and in the
engine room.


 


INSPECTIONS


 


	 	·	The Managers shall arrange on a bi annual basis for a fully accredited
    OCIMF SIRE inspection of the ship. A copy of the report issued by the independent accredited inspector is to be made immediately
    available to Owners. Within one week of the inspection report being issued the Managers are required to provide a programme
    to the charterer to indicate how and when any of the agreed comments are going to be corrected.
	 	 	 
	 	·	The Managers shall arrange for an OCIMF/SIGTTO compliant self-assessment inspection
    and audit to be carried out onboard the Vessel on an annual basis. This may be carried out as part of the Managers’
    internal audit program. Copies of completed annual assessments are to be kept on board available for inspection by Owners
    upon request. Where the Managers are unable to obtain copies of the OCIMF/SIGTTO inspection guidelines, Managers shall apply
    their own internal audit/inspection procedures providing that the Manager’s inspection guidelines are subject to review
    and approval by Owners.
	 	 	 
	 	·	The Managers shall arrange for Owners’ representative to carry out a
    detailed assessment and operational audit of the Managers’ head office facilities a minimum of once every two (2) years.
    The inspection will include but not be limited to Company Profile, Management Review, Document Control, Fleet Management,
    ISM Safety Management System, Corrective Action, Recruitment and Training, Health, Safety and Environmental Protection, Technical
    Support, Navigation, Safe Mooring, and Emergency Response.
	 	 	 
	 	·	The Managers shall ensure that a Vessel inspection report in accordance with
    Owners’ format is completed annually. This inspection report is to be completed by attending manager’s superintendents
    during a twelve month period, ensuring that all items are addressed during that period. Copies of completed reports are to
    be submitted to Owners annually. The Managers may utilize their own internal inspection format and checklist if Owners can
    review and approve inspection guidelines prior to their use.
	 	 	 
	 	·	Owners, or their designated representatives, will arrange for qualified auditors
    to carry out annual audits of the Vessel to confirm that the Vessels safety, quality and environmental protection system is
    functioning effectively. The Managers are to provide corrective actions to any non-conformities identified during the audits
    within thirty days of receiving the audit report. Confirmation of implementation is to be carried out at the next audit. Items
    that would normally be considered non-conformities would include, but not be limited to; crew members not properly qualified
    or certified, deteriorated physical conditions on the Vessel or equipment malfunctions with no documented schedule for repair,
    lack of documentation control, insufficient




    	 



    	



    

	 	 	spare parts for normal maintenance, poor accuracy of onboard spare
    parts inventory, and lack of procedures for work being performed.
	 	 	 
	 	·	Owners, or their designated representatives, shall arrange for qualified surveyors
    to carry out inspections and a condition assessment of the Vessel while undergoing a drydock overhaul as necessary to verify
    proper planning and adherence to the approved Master Maintenance Plan.

  

The Managers will implement contingency
planning to be activated in the event of any emergency occurring on or to the Vessel and shall ensure that the contingency plan
is exercised annually with the participation of Owners. A copy of the Manager’s contingency plan
is to be provided to Owners who shall be included in the Emergency Contact Chart and the nominated recipients for amendments.



    	 



    	



    

ANNEX “E”

PERMANENT INSTRUCTIONS


 


The Permanent Instructions shall be provided
by the Charterers to the Managers on or prior to the Effective Date and shall be a protocol of communication among Charterers,
the Vessel Owners and/or the Managers. The protocol of communication will set out, inter alia, who has authority to issue instructions
and provide information to the Vessel and its master and who has authority to receive communications and information from the
Vessel.



    	 



    	



    

ANNEX “F”

FORM OF ACCOUNTING SYSTEM


 


[MANAGERS TO PROVIDE]



    	 



    	



    

ANNEX “G”

CONFIDENTIALITY AGREEMENT


 


This
Confidentiality Agreement (“Agreement”) is made and entered into as of the          
day of             , 2014, by and between
GAS-seventeen Ltd., a company incorporated under the laws of Bermuda and having its registered office at Clarendon House, 2
Church Street, Hamilton, HM11, Bermuda (the “Owners”), and GasLog LNG Services Ltd., a
company incorporated in Bermuda and having a branch office at 69 Akti Miaouli, Piraeus GR 18537, Greece (the
“Managers”).


 


Owners and Managers
entered into that certain Ship Management Agreement of even date herewith (the “Management Agreement”). In connection
with the Management Agreement, it has been necessary and may continue to be necessary for Owners and Managers to exchange or provide
access to certain proprietary and/or confidential information. Unless otherwise defined herein, all capitalized terms shall have
the meanings assigned thereto in the Management Agreement.


 


1. Confidential Information. At
all times during the term of the Management Agreement and for two years thereafter, Owners and Managers shall keep confidential
and shall not, without the prior written consent of the other party, issue any press release in relation to the transactions evidenced
by the Management Agreement or the transactions contemplated thereunder, or disclose to any other person, the terms of the Management
Agreement, any information provided to party pursuant to or in connection with the Management Agreement, any information connected
with the Vessel (both technical or operational) or any other information identified as confidential or which may be protected
by copyright, trademark or intellectual property law, or release copies of any such document which discloses any such information.
Any and all such information described herein, together with all notes, analyses, compilations, studies, interpretations or other
documents or records prepared by a party receiving such information or its Representatives (defined below), or copies thereof,
which contain or otherwise reflect such information made available by are hereinafter referred to as the “Confidential Information.”
In addition, Confidential Information shall mean any discussions between the parties concerning the Management Agreement or in
connection with the Management Agreement, any and all written, printed or other materials, regardless of form, provided by a party
concerning the Management Agreement or in connection with the Management Agreement, whether provided prior to or after the execution
of this Agreement, and the substance and content thereof, and all information ascertained through the discussions between employees
or representatives of the parties concerning the Management Agreement.


 


2. Exclusions. The term Confidential
Information does not include any information which:



    	 



    	



    

 (a) at the time of disclosure is in the public domain or thereafter becomes generally available other than as a result of a disclosure by the receiving party or its Representatives;


 





 (b) is available to such party or its Representatives on a non-confidential basis from a source other than the disclosing party, provided that such source is not bound by a confidentiality agreement with the disclosing party; or,


 





 (c) has been independently acquired or developed by receiving party or its Representatives without violating any of its obligations under this Agreement or the Management Agreement.


  

3. Permitted Disclosures. Notwithstanding
the provisions of Section 1 above, either party shall be entitled to disclose Confidential Information without the consent of
the other:


 


 (a) pursuant to applicable law or order of a court of competent jurisdiction or a regulatory agency with jurisdiction, provided such party agrees prior to any such disclosure to provide the other party with prompt written notice of such requirements;


 





 (b) to its directors, officers, employees, agents, representatives, advisors and consultants (“Representatives”), whose assistance in evaluating the Confidential Information is necessary and who are legally obligated to maintain the Confidential Information in confidence; and


 





 (c) to any charterer or subcharterer of the Vessel.


  

4. CHOICE OF LAW. 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 or reenactment
thereof save to the extent necessary to give effect to the provisions of this Clause. Any dispute arising under this Agreement
shall be resolved pursuant to the arbitration provisions set forth in Article 19 of the Management Agreement.


 


5. Term. As to the Confidential
Information, the obligations of confidentiality and non-disclosure under this Agreement shall terminate two (2) years after the
date on which the Management Agreement is terminated. Upon termination of this Agreement, each party shall return all Confidential
Information furnished to it hereunder in written or other tangible form, and copies thereof, and destroy all copies of Confidential
Information consisting of notes, analyses, compilations, studies, interpretations or documents or records prepared by it, or its
Representatives.



    	 



    	



    

IN WITNESS whereof the parties have duly
signed this Agreement the day and year first above written.


 


SIGNED for and on behalf

of GAS-SEVENTEEN LTD.

by


 


in the presence of


 


SIGNED for and on behalf

of GASLOG LNG SERVICES LTD.

by


 


in the presence of



    	 



    	



    

ANNEX “H”

INCENTIVE BONUS PLAN


 


The Incentive Bonus shall be based on
an annual assessment of the Key Performance Indicators (“KPIs”) listed below, as divided in three sections: HSSE,
Vessel Performance, and Financial Performance.


 


There will be an annual assessment of
the KPIs in each section, and a total Incentive Bonus of $72,000 may be awarded. The total Incentive Bonus shall be allocated
across the three sections in three equal awards of $24,000 per section. Exceeding the noted maximum acceptable ,KPI
in any section will mean that the $24,000 section award will not be paid for that year.


 


Where the Bonus Target is met for every
KPI within a section then the full section award will be made for that section.


 


Where the KPIs in a section fall between
the Maximum acceptable and the Bonus Target, then the level of award will be assessed by mutual agreement.


 


Key Performance Indicators (KPIs)


 


The KPIs below are agreed to be reviewed
on an annual basis. These are the initial KPIs and may be adjusted and changed as agreed mutually on review.


 


	KPI	 	Maximum acceptable	 	Bonus
	 	 	 	 	 
	HSSE	 	 	 	 
	 	 	 	 	 
	Fatality	 	0	 	0
	 	 	 	 	 
	Total Recordable Cases	 	1	 	0
	 	 	 	 	 
	Near miss reports	 	To be agreed annually	 	To be agreed annually
	 	 	 	 	 
	Oil Spills to water	 	0	 	0
	 	 	 	 	 
	Venting cargo vapor to atmosphere - unless
    approved or emergency	 	0	 	0
	 	 	 	 	 
	Major Incidents (collisions, groundings,
    flooding, fire explosion etc.)	 	0	 	0
	 	 	 	 	 
	TMSA	 	To be agreed annually based on no improvement from the previous
    year	 	To be agreed annually based on stretched improvement from the
    previous year




    	 



    	



    

Vessel Performance


 


	Off hire	12 hours (assuming 4 days per annum total maintenance
    window (2 days every 6 months) or any other instances with permission)	No off hire
	 	 	 
	Vetting	Total deficiencies per inspection 12 low risk – 1 high risk	5 low risk
	 	 	 
	Port State Control	No requirements for rectification prior to departure	Maximum 2 observations (recorded on
        Equasis) per vessel inspection



	 	 	 
	Fuel consumption (using conversion )	Fuel consumption (as measured during


quarterly Kyma Performance Trials) equal to
that which is indicated in the Gas form C


	5% or more less than that which is indicated in the Gas Form C
	 	 	 
	Heel management	Requires two hours cool down alongside	Fully in compliance with voyage orders (e.g.
1 day heel on arrival and at temperature to load or as instructed by voyage)



	 	 	 
	Dry dock control - delivery after repair (discounting yard delays)	2 days delay from initial planned delivery
date


	Delivery on time

  

Financial Performance


 


	Compliance with annual budget, against declared expenditure,
    allowing for exchange rate fluctuations $ to € and approved extra items	0% above approved budget	Below the approved budget (excluding
    approved extra items) at an amount to be mutually agreed annually
	 	 	 
	Dry docking budget	0% above approved budget	Below the approved budget (excluding approved extra items) at an
    amount to be mutually agreed at the award of the drydock contract




    	 



    	



    

ANNEX “I”


 


PRIMARY TERMINALS


 





	Load	 	Country	 	Status
	Gladstone	 	Australia	 	* 2
	Withnell Bay	 	Australia	 	1
	Pluto	 	Australia	 	1
	Idku	 	Egypt	 	1
	Damietta	 	Egypt	 	1
	Punta Europa	 	Equatorial Guinea	 	1
	 	 	 	 	 
	Discharge	 	Country	 	Status
	Bahia Blanca FSRU	 	Argentina	 	1
	Zeebrugge	 	Belgium	 	1
	Pecem	 	Brazil	 	1
	Guanabara Bay	 	Brazil	 	1
	Canaport	 	Canada	 	1
	Mejillones	 	Chile	 	1
	Quintero	 	Chile	 	1
	Dalian	 	China	 	1
	Fujian	 	China	 	1
	Guangdong	 	China	 	1
	Jiangsu	 	China	 	1
	Shanghai	 	China	 	1
	Zhejiang	 	China	 	1
	Zhuhai	 	China	 	*2
	Montoir	 	France	 	1
	Revithoussa	 	Greece	 	1
	Dahej	 	India	 	1
	Hazira	 	India	 	1
	Chita	 	Japan	 	1
	Futtsu	 	Japan	 	1
	Himeji	 	Japan	 	1
	Senboku II	 	Japan	 	I
	Kawagoe	 	Japan	 	1
	Sodeshi	 	Japan	 	1
	Niigata	 	Japan	 	1
	Tobata	 	Japan	 	1
	Hitachi	 	Japan	 	*2
	Joetsu Thermal Power	 	Japan	 	1
	INPEX Naoetsu	 	Japan	 	lA
	Negishi	 	Japan	 	1
	Yanai	 	Japan	 	1
	Sodegaura	 	Japan	 	1
	Ohgishima	 	Japan	 	1
	Oita	 	Japan	 	1
	Sakai	 	Japan	 	1
	 	 	 	 	 
	Load	 	Country	 	Status
	Bonny Island (Jetty 1,2)	 	Nigeria	 	1
	Snohvit	 	Norway	 	*4
	Point Fortin	 	Trinidad	 	1
	Das Island	 	UAE	 	1
	Lake Charles	 	USA	 	1
	Sabine Pass (Cheniere)*	 	USA	 	1
	 	 	 	 	 
	Discharge	 	Country	 	Status
	Incheon	 	Korea	 	1
	Pyeongtaek	 	Korea	 	1
	Tongyeong	 	Korea	 	1
	Gwang Yang	 	Korea	 	1
	Mina Al Ahmadi	 	Kuwait	 	1
	Bintulu	 	Malaysia	 	1
	Altamira	 	Mexico	 	1
	Costa Azul	 	Mexico	 	1
	Sines	 	Portugal	 	1
	Ras Laffan	 	Qatar	 	1
	Singapore	 	Singapore	 	1
	Barcelona	 	Spain	 	1
	Bilbao	 	Spain	 	1
	Cartagena	 	Spain	 	1
	Huelva	 	Spain	 	1
	Sagunto	 	Spain	 	1
	Map Ta Phut	 	Thailand	 	1
	Rotterdam	 	The Netherlands	 	1
	Yung-An	 	Taiwan	 	1
	Taichung	 	Taiwan	 	1
	Aliaga	 	Turkey	 	1
	Marmara Ereglisi	 	Turkey	 	*3
	Jebel Ali FSRU	 	UAE	 	1
	Elba Island	 	USA	 	1
	Cameron	 	USA	 	1
	Pascagoula	 	USA	 	1
	Freeport	 	USA	 	1
	Isle of Grain	 	UK	 	1
	Dragon	 	UK	 	1







    	 



    	



    

* 1 A - Primary Terminals ~ Pending


 


Signifies terminals where some terminal
data is not complete, but which will be treated as Primary Terminals so long as, in order for the Vessel to be accepted by the
terminal, no changes are required to the principal dimensions of the Vessel, including: length, breadth, draft, displacement,
location of cargo manifolds and lay-out of cargo manifolds (pipe size, layout of liquid and vapour lines, manifold dimensions,
etc). Owners and Charterers to cooperate to complete any missing terminal data and to achieve Terminal acceptance and any minor
changes to the Vessel (gangway landing areas/rails, etc.) will be the responsibility of the Owners.


 


*2 Terminals Under Construction


 


Signifies terminals
that are under construction at the date of signing the Charter party and are not Primary Terminals (“Terminals Under Construction”).
Owners and Charterers agree to work together in good faith in order to obtain: (i) the necessary relevant information to enable
Owners to reasonably assess whether each of the Terminals Under Construction are in all material respects compatible with the
Vessel; and (ii) acceptance of the Vessel by the Terminal Under Construction. Once Owners are reasonably satisfied that a Terminal
Under Construction is in all material respects compatible with the Vessel so as to allow safe navigation, loading and/or discharge,
and the Terminal Under Construction has confirmed to Owners that they are prepared to accept
the vessel to call and carry out cargo operations at their terminal (once completed), Owners agree to add such Terminal Under
Construction to the list of Primary Terminals.


 


*3 Terminals With Compatibility Issues


 


Signifies terminals
which have identified compatibility issues and are not Primary Terminals. However, Owners agree to allow the Vessel to call at
such terminals provided: (i) they are reasonably satisfied that there is sufficient compatibility to allow safe navigation,
loading and/or discharge; and (ii) the terminal have confirmed to Owners their acceptance of the Vessel to call, and carry out
cargo operations at their terminal.


 


*4 Terminals Pending Further Data


 


Signifies terminals in respect of which,
at the date hereof, there is insufficient information available in order to allow Owners to assess whether the terminal is in
all material respects compatible with the Vessel so as to allow safe navigation, loading and/or discharge (“Pending Terminals”).
Owners and Charterers agree to work together in good faith in order to obtain: (i) the necessary relevant information to enable
Owners to reasonably assess whether each of the Pending Terminals are in all material respects compatible with the Vessel; and
(ii) acceptance of the Vessel by the Pending Terminals. Once Owners are reasonably satisfied that an Pending Terminal is in all
material respects compatible with the Vessel so as to allow safe navigation, loading and/or discharge, and the Pending Terminal
has confirmed to Owners that they are prepared to accept the vessel to call and carry out cargo operations at their terminal (once
completed), Owners agree to add such Pending Terminals to the list of Primary Terminals.