Exhibit 10.7


 


DATED 25TH February 2013


 


THE MEMBERS


 


AND


 


C TRANSPORT HOLDING LTD.


 


C TRANSPORT HOLDING LTD.


 


REVENUE SHARING AGREEMENT


 




     


     


    

 


THIS AGREEMENT is made on the 25th day of February
2013


 


BETWEEN:


 


(1) Each of the Parties listed in Schedule 1, Part 1, (together
the “Members” if any one of them is mentioned);


 


(2) C TRANSPORT HOLDING LTD., a company incorporated in Bermuda
and having its registered office at Clarendon House, 2 Church Street, Hamilton, Bermuda (the “Manager”).


 


The above companies shall be hereinafter referred to as the
“Parties” when mentioned all together and “Party” if anyone of them is mentioned.


 


WHEREAS


 


(A)         The
Members have agreed between them that it is in their mutual interests and is beneficial for the profitable and efficient operation
of their respective Member Vessels (hereinafter defined) to employ the same pursuant to this Agreement.


 


(B)         The
Parties have agreed that the Manager should conduct the operational and commercial management of the vessels subject to this Agreement,
and undertake certain other activities in relation thereto, on the terms and conditions set out herein and in the Commercial Management
Agreement.


 


NOW THEREFORE IT IS AGREED as follows:


 


		1.	Definitions



 


		1.1	Defined terms



 


In this Agreement unless the context otherwise requires:


 


“Accounting Period” means each or any period in
respect of which the Accounts relating to operations and employment of the Agreement Vessels are drawn up, being, unless otherwise
provided herein, a period commencing on the Effective Date and ending on 31st December, 2012 and, thereafter, commencing on every
1st January and ending on every 31st December for each calendar year;


 


“Accounts” means for each Accounting Period the
audited financial statements (including statement of income, balance sheet, statement of charges and Net Agreement Result);


 


“Agreement Expenses” shall have the meaning ascribed
thereto in clause 6.2(a);


 


“Agreement Revenue” shall have the meaning ascribed
thereto in clause 6.2(b);


 


“Agreement Vessels” means, collectively, the Member
Vessels and the Chartered Vessels from time to time, being, at the Effective Date, only the Initial Member Vessels;


 




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“Auditors” means Deloitte & Touche of 15 Piazza
della Vittoria, Genoa, Italy;


 


“Business Days” means a day on which commercial
battles are open for business in each of New York, Monaco, Genoa and Athens and in any other place where any Member may have its
principal place of business;


 


“Business and Activity of the Manager” means the
business and activities of Manager as described in clause 2.2 or (as the context may otherwise require) such business and activities
as shall from time to time be undertaken or conducted by Manager pursuant to the terms hereof;


 


“Chartered Vessels” means the vessels (other than
Member Vessels) from time to time chartered-in by a company nominated by the Manager (provided it is a company managed by the Manager)
in order to perform any Charterparty entered into under this Agreement;


 


“Charterparty” or “Charterparties” means
collectively, all time, voyage or consecutive voyage charters, contracts of affreightment, transportation contracts or other contracts
or arrangements from time to time entered into under this Agreement in respect of Agreement Vessels;


 


“Commercial Management Agreement” means the agreement
dated 25th February 2013 made between (l) the Members and (2) the Manager, annexed hereto in an agreed form in Schedule 2, providing
for the provision of commercial management, marketing and other operational services by the Manager to the Members in connection
with the Business and Activity of the Manager, subject to and upon the terms and conditions therein contained;


 


“Confidential Information” means all information
relating to the operation of the Business and Activity of the Manager, including, inter alia, all matters relating to the finances
of the Business and Activity of the Manager (including details of income, expenses and profits) and the financing of vessels and
other hardware, all technical matters relating to the Agreement Vessels and the Business and Activity of the Manager, all details
relating to this Agreement and to the Members, all details relating to contracts proposed to be entered into by the Manager relating
to the Business and Activity of the Manager including Charterparties, all details of the commercial and technical structure of
the Business  Activity of the Manager, the management structure of the Business and Activity of the Manager and all aspects
of personnel, all details of any ancillary business carried on by the Manager or any Related Company thereof, and all other matters
which are from time to time confidential to the Manager or that the Manager from time to time deems confidential;


 


“Dollars”, “$” or “USD”
means the lawful currency of the United States of America;


 


“Effective Date” shall have the meaning ascribed
thereto in clause 18;


 


“Government Entity” means and includes (whether
having a district legal personality or not) any national or local government authority, board, commission, department, division,
organ, instrumentality, court or agency and any association, organisation or institution of which any of the foregoing is a member
or to whose jurisdiction any of the foregoing is subject or in whose activities any of the foregoing is a participant;


 




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“Initial Member Vessels” means the Member Vessels
listed in Schedule 1, Part 2, hereinafter also referred to as “Initial Member Vessel” if any one of them is mentioned;


 


“LIBOR” means the rate at which deposits in Dollars
of the relevant amount are offered to primary lending banks in the London Interbank Market on any relevant date as from time to
time conclusively certified by Citibank N.A. upon the request of the Manager;


 


“Member Vessels” means the vessels unanimously agreed
upon by the Members from time to time as becoming subject to this Agreement, hereinafter also referred to as “Member Vessel”
if any one of them is mentioned;


 


“Owner” means, in relation to each Member Vessel,
the relevant Member;


 


“Related Company” of a Member means any company
or entity directly or indirectly controlled by such Member for which purpose “control” means either ownership of more
than fifty per cent (50%) of the voting share capital (or equivalent right of ownership) of such company or entity or power to
direct its policies and management whether by contract or otherwise;


 


“Revenue Sharing Key” shall have the meaning ascribed
thereto in clause 6.1;


 


“Total loss” means:


 


(a)          actual,
constructive, compromised or arranged total loss of any Member Vessel; or


 


(b)          the
Compulsory Acquisition of any Member Vessel; or


 


(c)          the
hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of any Member Vessel (other than where the
same amounts to the Compulsory Acquisition of any Member Vessel) by any Government Entity, or by persons acting or purporting to
act on behalf of any Government Entity, unless such Member Vessel be released and restored from such hijacking, theft, condemnation,
capture, seizure, arrest, detention or confiscation within thirty (30) days after the occurrence thereof (as outlined in clause
11.2).


 


		1.2	Headings



 


Clause headings and the table of contents are inserted for the
convenience of reference only and should be ignored in interpretation of this Agreement.


 




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		1.3	References



 


In this Agreement, unless the context otherwise requires;


 


(a)          references
to clauses and schedules are to be construed as references to clauses of and schedules to this Agreement and references to !:his
Agreement include its schedules;


 


(b)          words
importing the plural shall include the singular and vice versa;


 


(c)          references
to a person shall be construed as references to an individual, firm, company, corporation, unincorporated body of persons or any
Government Entity;


 


(d)          references
to any person includes such person’s assignees and successors in title; and


 


(e)          references
to statutory provisions shall be construed as references to those provisions as replaced, amended or re-enacted from time to time.


 


		2.1	Purpose



 


The purpose of this Agreement, incorporating as applicable the
terms of the Commercial Management Agreement, is the regulation of tile Parties’ rights and obligations regarding tile employment
of the Agreement Vessels. The Manager will use reasonable endeavours to employ the Agreement Vessels in tile market with a view
to maximizing the earnings of each Agreement Vessel, which shall be shared and distributed to each Member in accordance with clause
6 below and in order to provide customers a better service and to allow the members to benefit from enemies of scale and better
income flows.


 


		2.2	Business and Activity of the Manager



 


The Business and Activity of the Manager shall comprise, as
set out in further detail in this Agreement:


 


(a)          as
its primary business, the operation of the Member Vessels under this Agreement including, without limitation, tile employment of
all the Agreement Vessels entrusted to its commercial and operational management and the performance of all Charterparties; and


 


(b)          the
undertaking and conducting of all ancillary activities which the Manager shall from time to time deem necessary or desirable in
connection with tile employment of the Agreement Vessels.


 


		3.	Obligations of Members



 


		3.1	Obligations



 


Each Member shall, in relation to each Member Vessel which is
subject to this Agreement and during such time as such Member Vessel shall remain subject to this Agreement:


 




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(a)          Make
available the relevant Member Vessel for an undetermined period of time pursuant to the terms of this Agreement and shall provide
tile Manager with a copy of tile relevant Member Vessel head charterparty;


 


(b)          Perform
all its obligations under each Charterparty to which it is a party and, without prejudice to the generality of the foregoing, shall
properly man, provision and store such Member Vessel and maintain such Member Vessel so as to meet the requirements of any such
Charterparty. The Manager shall be entitled to inspect any Member Vessel at any time in order to ensure the same;


 


(c)          Without
prejudice to clause 3.l(h), effect and maintain in respect of such Member Vessel insurances against hull and machinery, war and
protection and indemnity risks on such terms and at such values as may be required by the terms of any relevant Charterparty and
procure (It the Manager shall so require) that the Manager shall be co-assured under each Member Vessel’s P&I insurances
without recourse to the Manager for payments of premiums or calls. For the avoidance of doubt the Manager shall not be co-assured
in respect of any oilier insurances;


 


(d)          Properly
perform all its obligations under any mortgage or charge on such Member Vessel so as to avoid any arrest of such Member Vessel
or other enforcement of third Party security interests in the same;


 


(e)          Without
prejudice to clause 3.1(!), not sell and shall procure that any beneficial or disponent owner of the Member Vessel, if appropriate,
does not sell or contract to sell such Member Vessel save and except in certain circumstances where:


 


(i)  
        pursuant to clauses 3.4, 11 and 12 of this Agreement the Member’s
rights and obligations are deemed terminated and/ or the Member Vessel shall be withdrawn or deemed withdrawn; or


 


(ii)    
     the purchaser of the relevant Member Vessel either is already a Member or has been accepted for
membership under this Agreement pursuit to clause 3.3 and has agreed to maintain the Member Vessel in quest ion as a Member
Vessel subject to this Agreement and any Charterparty to which such Member Vessel is at the time of the sale committed is
novated so far as may be necessary;


 


(iii)         it
is agreed by the Members and the buyer of the Member Vessel that such Member Vessel will continue to be made available to the
Manager for employment.


 


(f)     
     Ensure that each Member Vessel shall at all times whilst it is subject to this Agreement be
owned by or in the disponent ownership of the relevant Member;


 


(g)          Take
all reasonable steps to enforce any and all of its rights arising out of or in connection with the employment of, and the provision
of services in relation to, such Member Vessel(s). Within the limits prescribed by this Agreement and subject always to any requisite
agreement of any relevant P&I associations and/or clubs, the Member shall be entitled to compromise, refer to litigation or
arbitration, abandon, submit to judgment or settle any such action or proceedings provided always that any such Member shall at
all times keep the Manager fully advised and updated of the same.


 




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(h)          In
addition effect such of the following insurances and/or such other insurances as the Manager may, in consultation with the relevant
Member, deem to be required for the efficient operation of the Member Vessels;


 


(i)          
Loss of Hire and/or Freight Insurance;


 


(ii)         Charterers’
Liability Insurance;


 


(iii)        Charterers’
F.D. & D. Coverage.


 


		3.2	Initial obligations



 


Each Member shall enter into a Charterparty with any third party
as suggested by the Manager in respect of its Initial Member Vessel(s) on the date of this Agreement pursuant to the provisions
of this Agreement and in particular the provisions of clause 4.2(a).


 


		3.4	Withdrawal of Member Vessels from this Agreement



 


A Member Vessel may be withdrawn from this Agreement by a Member
by giving three (3) months’ written notice to the Manager, except that if at the expiry of of withdrawal the Member Vessel
is committed to perform any Charterpart(ies), such notice shall take effect only at the conclusion of such commitment(s).


 


Following a notice under this clause, the Manager shall not,
except with the Member’s prior written approval, conclude Charterparties for the relevant Member for a duration which may
reasonably be expected to exceed the expiry of such notice.


 


		4	Obligations and authority the Manager



 


		4.1	Agreement of Members



 


The Manager is (and shall throughout the period of this Agreement
be) hereby authorized by each and every Member from time to time to undertake, perform and fulfill the Business and Activities
of the Manager and, for such purpose but subject always to any provision of this Agreement which requires the consent and/or approval
of the Members, to negotiate, enter into and conclude in the name and for and on behalf of each relevant Member such Charterparty
as shall to the Manager appear necessary or appropriate to achieve the objects of this Agreement. The Manager shall at all times
provide written notice to each of the Members of any Charterparties into which it has entered together with a copy of such Charterparty.


 




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		4.2	Obligations and authority of the Manager



 


The Manager shall, and shall throughout the period of this Agreement
be, and is (unless otherwise stated to the contrary) hereby authorised by each Member in relation to its Member Vessel(s), to:


 


(a)           Negotiate and agree the Charterparties for the Member Vessels
for and on behalf of the relevant Member - to be executed by the relevant Member and the relevant third party - provided that any
such Charterparty has a maximum duration of 7 months (+15 days) and by the first day of the laycan may not be more than 50 days
from the date of fixing;


 


for the negotiation and agreement of any such Charterparty having
a duration exceeding 7 months (+15 days) or with the first day of the laycan being more than [50] days from the date of fixing,
the prior written consent of the relevant Member shall be required;


 


(b)          to
negotiate the terms of all or any Charterparties for Chartered Vessels;


 


(c)          Make
all necessary arrangements for the proper employment of the Agreement Vessels;


 


(d)          Appoint
port and other agents for the Agreement Vessels;


 


(e)          Invoice
for, and receive, all freights, deadfreights, demurrages, hire and other earnings of the Agreement Vessels and (without prejudice
to clause 9) to recover all such amounts from those third parties who are properly obliged to pay the same;


 


(f)          Pay
all brokerage, commissions, port and canal charges and expenses, bunkers and any other expenses properly incurred in relation to
the employment of, and the provision of services in relation to, the Agreement Vessels;


 


(g)          Negotiate
the supply of bunkers in accordance with specifications to be provided by the Members or owners of Chartered Vessels, the provision
of towage, agency and other agreements necessary for the proper performance of the employment of the Agreement Vessels;


 


(h)          Advise
the Members regularly of the trading of any Agreement Vessel and to co-operate with the Members in relation to dry-clocking and/or
repairs planned by the Members;


 


(i)          Unless
the same are determined by the Manager to not be required, the Manager shall effect such of the following insurances and/or such
other insurances as the Manager may determine in consultation with the Members to be required for the efficiency of the Operations:


 


-             Ship
Managers’ Legal Liability Insurance


 


and shall be entitled to reimbursement in full for the costs
of such insurances from the Members;


 




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(j)          Promote
transportation and operational services and undertake any market research, trade forecasts and market analysis that the Manager
deems necessary to further achieve the objectives of the Business and Activity of the Manager;


 


(k)         Take
all such further steps and actions as shall be incidental to the matters referred to above and/or as shall, in the Manager’s
view, further the objectives of the Business and Activity of the Manager; and


 


(l)          
Enter into the Commercial Management Agreement with the Manager.


 


(m)         In
case of freight commitment without bunker clause, proceed to hedge relevant bunkers.


 


		4.3	Commercial Management Agreement



 


It is expressly understood and agreed that all the Business
and Activity of the Manager (including, without limitation, the business, activities and functions described in clause 2.2) shall
be conducted by the Manager pursuant to the terms of this Agreement and the terms of the Commercial Management Agreement, Except
to the extent that such liabilities are covered by the Ship Managers’ Legal Liability Insurance to be taken out by the Manager
pursuant to clause 4.2(i), the Members hereby unconditionally agree, severally (and proportionally with their participation percentage
as per the Revenue Sharing Kay), to defend, indemnify and hold harmless the Manager in respect of all liabilities howsoever incurred
in connection with n the performance of its obligations hereunder or otherwise arising in connection with this Agreement, Such
indemnity shall not in any event extend to any liabilities incurred by reason of any gross negligence or willful misconduct on
the part the Manager and/or its servants or agents.


 


		5.	Accounting



 


The Manager shall prepare and circulate, or cause to be prepared
and circulated, to each of the Members each of the following:


 


(a)          the
Accounts, no later than one hundred and twenty (120) days after the end of the relevant Accounting Period;


 


(b)          a
monthly statement of all Agreement Revenue and Agreement Expenses relating to all the Agreement Vessels during the month in question
(incorporating in the case of Agreement Revenue details of such Agreement Revenue on a year to date annual/monthly/daily time charter
basis), no later than thirty (30) days after the end of such month;


 


(c)          a
quarterly statement of all Agreement Revenue and Agreement Expenses relating to all the Agreement Vessels (incorporating in the
ease of Agreement Revenue details of such Agreement Revenue on a year to date annual/monthly/daily time charter basis), no later
than thirty ( 20) days after the end of such quarter,


 




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(d)          a
twelve (12) months’ budget in respect of the Member Vessels for each calendar year, no later than the beginning of December
in the preceding year, which projection shall be up-dated (as appropriate) for the last six (6) months of each year no later than
31st May each year;


 


(e)          the
budgets and accounts described in clause 6.3; and


 


(f)           such other information as to the financial performance of
the Agreement Vessels as shall from time to time be agreed by the Members.


 


		6	Remuneration of Members; Working Capital



 


		6.1	Revenue Sharing Key



 


(a)          For
each of the Member Vessels a key figure (“Revenue Sharing Key”) shall be established, expressing the relative theoretical
earning capacity of such Member Vessel on a time chatter basis (based upon the description of that Member Vessel for the time being
contained in the relevant Charterparty), such theoretical earning capacity to be based (inter alia) on the cargo ,carrying capacity
and capabilities and efficiency of operation in and between the respective trades in which the Member Vessels will or would be
employed and on any deficiency whatsoever attributable to any Member Vessel, including the consequences of such Member Vessel’s
age or flag or crewing.


 


(b)          The
initial Revenue Sharing Key for each Member Vessel shall be as outlined in Schedule 3.


 


(c)          The
Revenue Sharing Key for any Member Vessel may be varied, no more than once every year (and in any way not with retroactive effect,
but only with effect as from the date of such variation), by unanimous agreement of the Members from time to time (provided such
variation in any way cannot be done until the end of the first employment of each Member Vessel or before 1st January 2014 whichever
is the later) to reflect the actual capability of that Member Vessel compared to the description of that Member Vessel for the
time being contained in the relevant Charterparty. Unless the variation is agreed by a unanimous decision of the Members without
the need for such a reference, the matter shall be referred to an independent specialist shipbroker or maritime consultant appointed
for the purpose by the Manager, and the determination of such shipbroker or consultant shall be final and binding on the Members
from time to time. The costs of appointing such a shipbroker or consultant shall be borne by the Manager, if the variation was
requested by the Member, or by the Member requesting such variation. If the Revenue Sharing Key for any Member Vessel is varied
in accordance with this clause, the description of that Member Vessel for the time being contained in the relevant charterparty
shall be amended to reflect the variations in that Member Vessel’s actual capability by reason of which such variation of
its Revenue Sharing Key was made.


 


		6.2	Allocation of revenue and expenses



 


(a)          The
expenses of operating the Agreement Vessels (the “Agreement Expenses”) shall comprise the aggregate of:


 




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(i)          brokers’
commissions payable to third parties;


 


(ii)         voyage
expenses;


 


(iii)        charter
hire paid out by the Manager in respect of any Chartered Vessels ;


 


(iv)        currency
losses incurred by the Manager;


 


(v)         other
relevant expenses incurred by the Manager in the operation of the Agreement Vessels, including but limited to any expenses relating
to transiting of piracy zones and/or any expenses relating to hull cleaning of any Member Vessel due to stay in ports for a period
of time longer than the maximum period as provided in any relevant Member Vessel’s Charterparty or the employment contract;
and


 


(vi)        the cost
of any insurances winch the Manager may have effected pursuant to the provisions of clause 4.2;.


 


(b)          The
gross revenue from the operation of the Agreement Vessels (the “Agreement Revenue”) shall be allocated to each one
of the Members in accordance with the Revenue Sharing Key. The net amount of the Agreement Revenue to be distributed as per the
above between the Member Vessels is hereinafter referred to as the “Net Agreement Result.”


 


		6.3	Budgets and Accounts



 


(a)          The
Manager shall present to the Members before the end of December each year an operating budget for the next calendar year. Such
budget shall be in such form as the Members think practicable but will be divided into monthly sections and these monthly sections
will be further divided by the number of Member Vessels expected to be operating under this Agreement in the relevant month and
by voyage by voyage estimates in respect of each Agreement Vessel,


 


(b)          Within
fifteen (15) days after the end of each calendar month., the Manager shall present to the Members a provisional statement of the
Agreement Revenue, Agreement Expenses and Net Agreement Result accumulated from the beginning of the relevant year up to the end
of that month, The Manager will at the same time also present to the Members a cash flow forecast covering a six (6) week period
showing the amounts required by the Manager to be retained to cover all Agreement Expenses payable during that period, as well
as a contingency amount to cover any unforeseen Agreement Expenses.


 


		6.4	Distribution of Net Agreement Result



 


(a)          The
Members shall receive hire for their respective Member Vessels (based upon the Revenue Sharing Key for each of their respective
Member Vessels) by monthly or semi-monthly installments in arrears. Such hire shall be based upon the Agreement Revenue and Agreement
Expenses for the previous month according to the most recent monthly statement prepared in accordance with clause 6.3(b) and shall
be further adjusted for each Member Vessel in accordance with the provisions of the relevant Charterparty, The Manager shall determine
the amount of the Net Agreement Result to be paid out by way of hire each month having regard to cash available and to the amounts
required to be retained according to the most recent cash flow projection prepared in accordance with clause 6.3(b ).


 




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(b)          Further
distributions of the Net Agreement Result (which shall always be paid by way of bite for the Member Vessels) shall be made at such
times as the Manager shall determine and a final distribution for each calendar year shall be made following the presentation of
the audited Accounts for that year in accordance with clause 5(a). Each such further distribution shall be subject to adjustment
for each Member Vessel in accordance with the provisions of the relevant Charterparty (after allowing for adjustments already made
in accordance with clause 6.4(a)). However, in relation to performance claims under the relevant Charterparty, the Manager may
determine whether such claims shall be satisfied by way of deduction from hire and/or by way of variation of the Revenue Sharing
Key and of the description of the relevant Member Vessel in the relevant Charterparty according to the nature and extent of each
such performance claim.


 


		6.5	Working Capital



 


(a)          Members
are required to contribute working capital in the amount of US$ 1,000,000 per each of their respective Member Vessel(s) by means
of cash and/or bunkers it however being understood that Members shall endeavour to deliver their said respective member vessels
to the RSA with bunkers not exceeding a value of USD 500,000. Said working capital is to be deposited in the bank account instructed
by the Manager not less than five (5) days prior entry of the Member Vessel into the Revenue Sharing Agreement


 


(b)          Bunkers
quantities/prices


 


a.           Prices
of bunkers on delivery into RSA to be as per Singapore platts on date of delivery or closest date if on the delivery date there
is not platts published


 


b.           Bunkers
on redelivery from the RSA to member to be about same quantities as on delivery into the RSA. Prices on redelivery to be as per
Singapore platts on date of redelivery or closest date if on the redelivery date there is not platts published.


 


(c)          In
the event the cash flow projections prepared pursuant to clauses 5(e) and 6.3(b) evidence an operating loss during any relevant
period, or if as a result of any unbudgeted Agreement Expenses, any loss arises, the Members shall be required, and hereby agree,
to contribute further working capital in the same proportion as outlined in Clause 6.2(b), such contribution to be made within
five (5) days from the receipt of a demand from the Manager.


 


		6.6	Non-payment



 


Any payment or contribution which is required to be made pursuant
to this clause 6 which is not paid within the time specified shall bear interest at the rate of two per cent (4%) per annum above
LIBOR from the expiry of any notice period to the actual date of payment.


 




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		7	Confidentiality



 


Except for disclosures required by any judicial or administrative
proceeding or by any governmental or regulatory authority, no Member shall disclose or communicate to any person (other than to
their respective professional advisors and/or financiers) or use or exploit for any purpose whatever any of the Confidential Information
which the relevant Member may receive or acquire as a result of entering into this Agreement and/or becoming a Member hereunder,
and each Member shall use all reasonable endeavors to prevent any Related Company thereof or any company which has its vessel(s)
fully managed by such Member or any of its or their employees or any person under its or their direct or indirect control from
so acting. This restriction shall continue to apply after the expiration or termination of this Agreement or after such Member
ceases to be a Member without limit in point of time, but shall cease to apply to information or knowledge which may properly come
into the public domain through no fault of the Member so restricted.


 


		8	No Partnership



 


		8.1	Partnerships



 


It is hereby expressly agreed between the parties hereto that
neither this Agreement nor any of the revenue sharing arrangements contemplated hereby shall constitute any of the Members, Company
or the Manager as partners in law or in equity.


 


		9	Liabilities; Claims against Third Parties



 


		9.1	Liabilities



 


It is understood and agreed that, each Member, will, subject
to the provisions of the relevant Charterparty, issue or authorise the issue of all bills of lading, waybills and other documentary
receipts in respect of cargoes carried on board its relevant Member Vessel(s), and each Member shall therefore, without prejudice
to subclause 3.1(g) and hereof, assume exclusive responsibility in relation to its relevant Member Vessel(s), vis-a-vis all third
parties, for the negotiation and settlement of all claims arising in relation thereto. All liabilities for cargo damage shall be
assumed by the respective Member in relation to its relevant Member Vessel(s), Any other liabilities to third parties in respect
of loss or damage sustained in consequence of the operation of any of the Member Vessels shall be assumed by the relevant Member
in relation to its relevant Member Vessel(s).


 


		9.2	Claims



 


All claims relating to Member Vessels shall be handled by the
relevant Member in conjunction with Manager and the relevant Member's MI association and/or Club and Manager will provide all appropriate
documentation to assist and/or support such claim. Any loss, cost and/or expenses arising from any claims relating to any Chartered
Vessels and/or relating to cargoes not performed by any Member Vessel, shall be shared between the Members in accordance with their
participation percentage as per the Revenue Sharing Key.


 




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		10	Chartering-in of vessels (and cargo commitments)



 


In order to facilitate the efficient, flexible and profitable
operation of the Business and Activity of the Manager, the Manager may, from time to time, fix Chartered Vessels to cover any employment
entered into and/or take forward cargo commitments commencing not later than 3 months after the date of fixture. Such commitment
not to exceed 3 months' duration. The Manager can not create a short position unless obliged by circumstances e.g, if, there is
only one vessel to be fixed and one cargo to be covered and the managers have to fix the vessel first then automatically there
is a short position .All costs and expenses resulting from and in relation to such charters or employments shall represent liabilities
of Manager and the earnings of all Chartered Vessels shall constitute Agreement Revenue, provided that any liability to third party
in respect thereto shall be proportionally assumed and shall be shared between the Members in accordance with their participation
percentage as per the Revenue Sharing Key. Claims in relation to Chartered Vessels shall be handled by the Manager and all costs
and expenses in relation thereto shall be shared between the Members in accordance with their participation percentage as per the
Revenue Sharing Key.


 


		11	Term



 


		11.1	Term



 


This Agreement shall come into effect on the Effective Date
and, subject to the provisions of clause 9 of the Commercial Management Agreement, shall terminate upon the first to occur of the
following events:


 


(a)          The
Members mutually agree to terminate this Agreement;


 


(b)          The
Commercial Management Agreement is terminated pursuant to clause 9 thereof;


 


(c)          If
there are more than two Members, then as to the termination solely of one (1) particular Member's rights and obligations under
the Agreement:


 


(i)          following
said Member's termination pursuant to a three (3) month prior written notice to the Manager, except that if at the expiry of such
notice the Member Vessel is committed to perform any Charterpargies), such notice shall take effect only at the conclusion of such
committnent(s),. Following a notice under this clause., the Manager shall not, except with the Member's prior written approval,
conclude further Charterparties for any Member Vessel for a duration which may reasonably be expected to exceed the expiry of such
notice;


 


(ii)         (upon
such Member's compulsory withdrawal in accordance with clause 12;


 




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(iii)        upon such
Member no longer owning or chartering-in any Member Vessels; or


 


(d)          at
such time as there is only one Member hereunder.


 


		11.2	Total Loss



 


A Member Vessel that is determined to be a Total Loss shall
be deemed withdrawn from this Agreement at the time of such Total Loss. For the purposes of this clause 11,2 a Total Loss shall
be deemed to have occurred:


 


(a)          in
the case of an actual total loss of a Member Vessel on the actual date such Member Vessel was lost or, if such date is not known,
on the date on which such Member Vessel was last reported;


 


(b)          in
the case of a constructive total loss of a Member Vessel, upon the date and at the time notice of abandonment of such. Member Vessel
is given to the insurers of such Member Vessel (provided a claim for total loss is admitted by such insurers) or, if such insurers
do not forthwith admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by the insurers
or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred;


 


(c)          in
the case of a compromised or arranged total loss, on the date upon which a binding agreement as to snob compromised or arranged
total loss has been entered into by the insurers of a Member Vessel;


 


(d)          in
the case of Compulsory Acquisition, on the date upon which the relevant requisition of title or other compulsory acquisition occurs;
and


 


(e)          in
the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of a Member Vessel (other than
where the same amounts to Compulsory Acquisition of such Member Vessel) by any Government Entity, or by persons purporting to act
on behalf of any Government Entity, which deprives the Manager of the use of such Member Vessel for more than thirty (30) days,
upon the expiry of the period of thirty (30) days after the date upon which the relevant hijacking, theft, condemnation, capture,
seizure, arrest, detention or confiscation occurred (provided however that any one of the above events shall not be considered
as Total Loss for so long as the final charterers of the Member Vessels are paying the charter hire ).


 


		11.3	Continuing obligations



 


The withdrawal by any Member of any one or more of its Member
Vessels (including, without limitation, as a result of a Total Loss) shall be strictly without prejudice to the obligations of
such Member hereunder in relation to the outstanding costs and expenses of the Manager hi respect of the Member Vessel(s) in question.


 


		12	Compulsory Withdrawal



 


		12.1	In the event that any of the following events shall arise
in relation to any Member:



 




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(a)          a
petition is presented or an order is made or a resolution is passed for the winding up or bankruptcy or insolvent re-organization
of such Member or bankruptcy protection proceedings including without limitation administration proceedings or in the USA Chapter
11 proceedings or a receiver, trustee or liquidator is appointed in respect of such Member or any event analogous thereto and having
the same or similar effect shall occur in relation to such Member; or


 


(b)          such
Member shall commit any breach of any of the terms of this Agreement which shall not be remedied or made good within a period of
thirty (30) days after notice requiring remedy of the same shall have been served upon the relevant Member by Company;


 


then, the Manager may (at its option) serve upon the Member
in question a notice in writing requiring its compulsory withdrawal from this Agreement. Such notice shall become effective for
the purposes of expelling such Member from this Agreement with immediate effect, Any compulsory withdrawal shall, however, operate
without prejudice to the obligations of the relevant Member accrued up to the effective date of such notice (including, without
limitation, the obligations of such Member in respect of outstanding costs and expenses of the Manager) arid shell, at Manager's
option, be subject to (1) the fulfillment of all existing contract commitments for that Member's Member Vessel(s) or (ii) the provision
by that Member of a substitute vessel(s) for a duration equal to the remaining period of the contract commitments for which suet'
relevant Member Vessel(s) would have been used.


 


12.2         In
the event that any Member Vessel will be off-hire for a period exceeding 30 days, the Manager may (at its option) serve upon the
relevant Member a notice in writing requiring the compulsory withdrawal of such Member Vessel and the consequent withdrawal of
such Member in the event any such Member Vessel is Member's only Vessel.


 


		13	Law and jurisdiction



 


		13.1	This Agreement is governed by and shall be construed
in accordance with English law.



 


13.1         Any
dispute arising under 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.
The arbitration shalt be conducted in accordance with the London Maritime Arbitrators Association (LIVIAA) Terms current at the
time when the arbitration proceedings are commenced.


 


The reference shall be to three arbitrators, A Party wishing
to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Parties
requiring the other Parties to appoint their own arbitrators within 14 calendar days of that notice and stating that it will appoint
its arbitrator as sole arbitrator unless the other Parties appoint their own arbitrators and give notice that it has done so within
the 14 days specified. If the other Party do not appoint their own arbitrators and give notice having done so within the 14 days
specified, the Party referring the dispute to arbitration may, without the requirement of any further prior notice to the other
Parties, appoint its arbitrator as sole arbitrator and shall advise the other Parties accordingly. The award of a sole arbitrator
shall be binding on the Parties as if he had been appointed by agreement.


 




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Nothing herein shall prevent the Parties agreeing in writing
to vary these provisions to provide for the appointment of a sole arbitrator.


 


For the avoidance of doubt, all disputes arising out of or in
connection with any Charterparty executed pursuant to this Agreement shall be determined in accordance with the dispute resolution
provision(s) of said Charterparty,


 


		14	Assignment



 


Any Member shall, subject to the giving of prior notice in writing
to the Manager, be entitled to assign to any third party the benefits of its membership in this Agreement and, in particular, its
entitlement to the Net Agreement Result. No such assignment shall however in any respect alter or otherwise affect the nature and
extent of the obligations assumed by each Member hereunder, which shall not be capable of transfer without the express prior agreement
in writing of the remaining Members and shall be subject to the execution by such transferee, the Manager and the remaining Members
of an Addendum to this Agreement.


 


		15	Entire Agreement



 


With the exception of the Commercial Management Agreement, this
Agreement contains the entire agreement between each of the Members and the Manager with respect to the subject matter hereof.


 


		16	Severance



 


The clauses of this Agreement shall be deemed to give rise to
separate and independent rights and obligations of the parties hereto, To the extent that any clause (or part thereof) of this
Agreement is subsequently found to be invalid or unenforceable the same shall not affect any other part of this Agreement, which
shall remain in full force and effect. In such event, the parties hereto shall negotiate in good faith to agree upon altered terms
of this Agreement to repine those which have been found to be invalid or unenforceable.


 


		17	Notices



 


Every notice, request, demand or other communication under this
Agreement shall;


 


(i)          be
in writing delivered personally or by first-class prepaid letter (airmail if available), fax or telex (confirmed in the case of
a fax or telex by first-class prepaid letter sent within 3 days of dispatch, but so that the non-receipt of such confirmation shall
not affect in any way the validity of the fax or telex in question);


 




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(ii)         be
deemed to have been received, subject as otherwise provided in this Agreement in the case of a fax at the time of transmission,
in the case of a telex in the time of despatch with confirmed answerback of the addressee appearing at the beginning and end of
the communication (provided that if the date of despatch is not a business day in the country of the addressee it shall be deemed
to have been received at the opening of business on the first following business day) and in the case of a letter when delivered
personally or 3 days after it has been put in to the post; and


 


(iii)        be sent:


 


if to be sent to the Members, at


 


		·	For Dry Bulk Handy Holding Inc., Dry Bulk Cape Holding Associated Inc., Dry Bulk Argentina Inc., Triton Trading & Transportation
Co. Ltd., C/o C Transport Maritime SAM Chide Pastor Center, 7 rue du Gabian, 98000 Monaco, Fax, no. +377 97982300 , attention Mr.
Gary Weston / Mr. Luigi Pulcini



 


For Becimar International N.V.,
c/o Boehm. International N.V., De Gerlaehekaai, 20, BE-2000 Antwerp 1, Belgium, Fax no _______________

Attn ___________________


 


if to be sent to the Manager, at:


 


C/o C transport Maritime SAM


Gildo Pastor Center


7 rue du Gabian


98000 Monaco


Fax, 377 97982300


 


Attention : Mr. Gary Weston. / Mr. Luigi Pulcini


 


or to such other address, fax or telex number as is notified
by one Party to the other Parties under this Agreement.


 


		18	Effective Date



 


Provided the Charterparties in respect of the Initial Member
Vessels shall have been executed, this Agreement shall be effective as of 29th January 2013 (the "Effective Date"). Such
Initial Member Vessels shall be deemed to be subject to this Agreement when they shall have dropped their outward pilots at their
last respective ports of discharge and shall be empty.


 




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		19	Amendments



 


This Agreement may not be amended other than by an instrument
in writing executed by the parties to this Agreement. The Manager hereby undertakes to notify the Members of any changes in law
and/or other regulatory requirements which necessitate or may necessitate any amendment of this Agreement and shall suggest the
form of any such amendments. The Manager shall be entitled to suggest such reasonable changes to this Agreement as it shall consider
necessary to take account of regulatory or other changes which come into force after the date hereof and which affect the operation
of the Agreement Vessels. Such proposed changes will be communicated in writing to the Members and, subject to the Members' consent
not to be unreasonably withheld, they will come into force the date in which such regulatory or other changes come into effect.


 


		20.	Counterparts



 


This Agreement may be entered into in any number of counterparts
and by the parties to it in separate counterparts, each of which when executed and delivered shall be an original, but all the
counterparts constitute one and the same instrument.


 




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IN WITNESS WHEREOF, this Revenue Sharing Agreement has been
executed the day and year first above written,


 


THE MEMBERS


 


SIGNED, SEALED and DELIVERED


as a DEED


by /s/ llias lliopoulos


/s/ Santiago Bielenberg


for and on behalf of


DRY BULK HANDY HOLDING INC.


in the presence of: /s/ S. Faina


c/o C Transport Maritime S.A.M.


7 Rue du Gabian 98000 Monaco


 


SIGNED, SEALED and DELIVERED


as a DEED


by /s/ G.V. Menada


for and on behalf of


DRY BULK CAPE HOLDING ASSOCIATED INC.


in the presence of: E. Morella


c/o C Transport Maritime S.A.M.


7 Rue du Gabian 98000 Monaco


 


SIGNED, SEALED and DELIVERED


as a DEED


by /s/ G.V. Menada


for and on behalf of


DRY BULK ARGENTINA INC.


in the presence of: /s/ S. Faina


c/o C Transport Maritime S.A.M.


7 Rue du Gabian 98000 Monaco



 


SIGNED, SEALED and DELIVERED


as a DEED


by /s/ Luigi Pulcini


for and on behalf of


TRITON TRADING & TRANSPORTATION CO. LTD.


in the presence of: /s/ S. Faina


c/o C Transport Maritime S.A.M.


7 Rue du Gabian 98000 Monaco



 


SIGNED, SEALED and DELIVERED


as a DEED


by


for and on behalf of


BOCIMAR INTERNATIONAL N.V.


in the presence of: /s/ Dimitri Govaerts


 




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THE MANAGER


 


SIGNED, SEALED and DELIVERED


as a DEED


by /s/ Luigi Pulcini


for and on behalf of


C TRANSPORT HOLDING LTD.


in the presence of: /s/ S. Faina


c/o C Transport Maritime S.A.M.


7 Rue du Gabian 98000 Monaco



 




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