Exhibit 10.5 


 


 


 


 


 


 


 


 


 


 


 


 


 





SERVICES
AGREEMENT


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


This Agreement is entered into
this 5th day of January 2017


 


BETWEEN


 


(1) GOODBULK
LTD. a company organized and existing under the laws of Bermuda, having its registered office at Clarendon House, 2 Church
Street, Hamilton , Bermuda, (the “Client”); and


 


(2) C
TRANSPORT HOLDING LTD., a company organized and existing under the laws of Bermuda, having its registered office at Clarendon
House, 2 Church Street, Hamilton, Bermuda (the “Service Provider”).


 


the Client
and the Service Provider together hereinafter referred to as "the Parties", and each as a "Party" .


 


		1.	Definitions



 


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


 


“Staff
Services” means the Staff Services to be provided under Clause 4.


 


This Agreement
contains the entire agreement and understanding between the Parties and supersedes all prior negotiations and agreements on any
matter hereof.


 


Words importing
the plural shall include the singular and vice-versa.


 


		2.	Appointment of Service
Provider



 


With effect
as from 5th January 2017, (the “Effective Date”), and continuing unless and until terminated as provided
in this Agreement, the Client hereby appoints the Service Provider and the Service Provider hereby agrees to provide the Staff
Services.


 


		3.	Basis of Agreement



 


Subject to
the terms and conditionsof this Agreement, during the term of this Agreement, the Service Provider shall provide the Staff Services
in accordance with Clause 3 and the Client’s written instructions.


 


		4.	The Services



 


In its capacity
as Service Provider and subject to the terms and conditionsof this Agreement, the Service Provider shall provide the following
services, in relation with any direct or indirect subsidiary of the Client which will be owning any vessel:


 


4.1
Administration Services


 


The
service comprises all activities connected to the management of the Client excluding those having a commercial and/or operational
nature; namely it includes:


 


		·	Customers
                                         and Suppliers Management: this comprises issuance of invoices, recording of suppliers
                                         invoices and payments at maturity; each transaction will be performed by the Service
                                         Provider only in accordance with the Client’s written instructions;



 






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		·	Accounting:
                                         this comprises keeping of accounting books and ledgers, in accordance with General Accounting
                                         Principles and Practices and applicable law (as advised by the Client); keeping contacts
                                         with external auditing firms (if required) supporting their activity whenever requested.
                                         The Service Provider will be responsible for the preparation of the Annual Audited Financial
                                         Statements which will be signed by the Client. The Service Provider will be preparing
                                         all necessary periodical reports as may be requested by the Client, for internal and
                                         external reporting requirements of the Client;



 


		·	Treasury:
                                         this comprises the processing and execution of all inbound and/or outbound cash-flows,
                                         keeping contacts with banks and financial institutions; all bank payments will be
                                         made only in accordance with the Client’s instructions, and where payments are
                                         to be made which are not in accordance with pre-agreed budgets these will be explicitly
                                         discussed and agreed withthe Client;



 


		·	Budgeting
                                         and reporting: this comprises preparation of budgets, financial projections, periodical
                                         management accounts and forecasts for the period. Input and assumptions for such budgets,
                                         projections and forecasts will be provided by the Client and will remain the Client’s
                                         responsibility;



 


4.2
Consultancy Services


 


		·	Consultancy,
                                         support and sundries: upon request the Service Provider can provide the Client on time
                                         by time basis specific services such as company valuations, financial statement auditing,
                                         reporting and acting as officers, directors and/or attorneys-in-fact of the Client, at
                                         a specific additional fee to be agreed upon in advance in each instance;



 


4.3
Corporate & Legal Services


 


		·	The
                                         service comprises preparation of corporate authorities and statutory reporting requirements
                                         to boardesolutions, loan documentation review, commercial agreements review;



 


4.4
Information Technologies (IT) Services


 


		·	This
                                         service comprises assistance in Electronic Data Processing (EDP), in the ordinary and
                                         extraordinary hardware, and consultancy in connection to the software development. 



 


		5.	Client obligations



 


The Client
shall pay all fees due to the Service Provider promptly in accordance with Clause 7.


 


		6.	Service Provider Obligations



 


The
Service Provider undertakes to use all best endeavors to provide the agreed Staff Services to the Client in accordance with sound
practices and international standards, applicable statutory and regulatory requirements and policies to protect and promote the
interests of the Client in all matters relating to the provision of services hereunder.


 


The
Service Provider will provide the Staff Services in accordance with any processes / procedures required by the Client, as such
are advised in writing by the Client.


 






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The
Client shall be entitled to use its own facilities, premises and staff, or , with the prior written approval of the Client, to
subcontract all/or some of the functions to third contractors whose activity and performance will however remain under the Service
Provider’s direct control and liability.


 


The
Service Provider will indemnify the Client for any claim of any broker or any other person seeking a brokerage commission.


 


The
Service Provider will indemnify the Client for any claim of any broker or any other person seeking a brokerage commission


 


		7.	Management Fees and
Expenses



 


The
Client shall pay the Service Provider for its services as Service Provider under this Agreement (including clause 4) an annual
(or pro-rata for any part of the year) management fee of USD 50,000.--, for each vessel indirectly owned by the Client (that is
owned by the Client through a wholly owned subsidiary of the Client). This fee shall be payable by equal quarterly installments
in advance, the first installment being payable on the Effective Date and subsequent installments being payable every quarter.


 


The
Client shall reimburse the Service Provider for all travelling and subsistence expenses that the Service Provider incurs in the
provision of the Staff Services. Economy class airfares shall apply for less than 6 hour trips, while for longer trips Business
Class fares will be acceptable.


 


All
such expenses shall be in accordance with a budget approved by the Client and when invoiced to the Client will be accompanied
by copies of the relevant supporting vouchers or invoices.


 


If
additional services (other than the Services under clause 4 ) are to be provided, the Client and the Service Provider shall agree
the fee/commission and method of payment thereof in respect of such additional services prior to the Service Provider confirming
its agreement to undertake such additional services.


 


The
Service Provider shall not incur any obligation in excess of the amount budgeted in the annual budget without the approval of
the Client.


 


Notwithstanding
anything in this Agreement to the contrary, and apart from standard increase in fees due to inflation index ( based upon appropriate
European Union consumer price index reasonably acceptable to the Parties), the fees payable by the Client under this Agreement
shall not increase for the five year period beginning on the Commencement Date. The provisions of this clause shall survive the
termination of this Agreement or its renewal.


 


All
rights of the Client under this Agreement shall be exercised solely by the Board of Directors of the Client (“Board of
Directors”) subject to the by-laws of the Client, and all instructions, directions, waivers, approvals, specifications
or other actions permitted or required to be taken under this Agreement by the Client, including (without limitation) any express
limitations imposed on the authority of the Client, shall be taken by the Board of Directors.


 


The
Service Provider shall not give a preference to other vessels it is managing under arrangements with persons other than the Client
and will ensure a fair distribution of available manpower, supplies and services to the vessels indirectly owned by the Client.


 






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		8.	Duration of the Agreement
and Termination



 


This Agreement
shall come into effect on the Effective Date and shall continue for 1 year after the Effective Date and shall be authomatically
renewed at the end of each anniversary from the Effective Date, until and unless terminated by either Party giving to the other
not less than three months’ prior notice in writing, in which event the term of management under this Agreement shall terminate
and the Service Provider shall cease to be responsible for the provision of the Staff Services on and from the time and date specified
in such notice.


 


In
the event of the appointment of the Service Provider being terminated by the Client for any reason whatsoever, the Service Provider
shall be entitled to receive from the Client a termination payment equal to 2 times the prior 12 months Management Fees due to
the Service Provider as outlined in Clause 7. If termination is for default of the Service
Provider in performing its obligations or as a result of the Service Provider not being permitted by applicable law to perform
the Staff Services or due to the insolvency of the Service Provider, then no termination payment is due.


 


		9.	Confidentiality



 


Both, the
Service Provider and the Client agree to keep private and confidential any information that shall be exchanged during the performance
of this Agreement, except where and to the extent that disclosure is required by applicable law and/or court order; and undertake
further to immediately deliver to each other, upon termination of this Agreement all documents, statements and records pertaining
to each of the Parties.


 


This confidentiality
undertaking shall apply to all employees, agents, suppliers and third party service contractors of the Client and the Service
Provider.


 


		10.	Law and Arbitration



 


This Agreement
shall be governed by and construed in accordance with English law and any dispute arising out of 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 10.


 


The arbitration
shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration
proceedings are commenced.


 


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


 


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


 






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In cases
where neither the claim nor any counterclaim exceeds the sum of USD 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.


 


		11.	Notices



 


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


 


		(i)	if to be served to the
Service Provider at:



 


		(ii)	if to be served to the
Client, at:



 


		12.	Service Provider’s
Right to Sub-Contract



 


The Service
Provider shall not have the right to sub-contract any of its obligations hereunder without the written consent of the Client,
such consent not to be unreasonably withheld.  In the event of such a sub-contract the Service Provider shall remain fully
liable for the due performance of its obligations under this Agreement.


 


	For
                           and on behalf of

        GOODBULK
        LTD.

         

        /s/
        L. Andy Mitchell

         

        By:
         L. Andy Mitchell
		For
                           and on behalf of

        C
        TRANSPORT HOLDING LTD.

         

        /s/
        J.M. Radziwill           /s/ L. Pulcini              

         

        By: J.M.
        Radziwill - L. Pulcini





 


 


 






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