EXHIBIT 10.8


 





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”
                                         or “Member” 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;


 




    


     


    

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


 


“Business
Days” means a day on which commercial banks 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 (1) 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;


 


“Compulsory
Acquisition” means requisition for title or other compulsory acquisition, requisition, appropriation, expropriation,
deprivation, forfeiture or confiscation for any reason of any Member Vessel by any Government Entity or other competent authority,
whether de jure or de facto, but shall exclude requisition for use or hire not involving requisition of title;


 


“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 mid 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 distinct 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;


 


“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).



 


		l.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.


 


		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 this 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       Purpose
of this Agreement and activities of the Manager


 


		2.l	Purpose



 


The
purpose of this Agreement, incorporating as applicable the terms of the Commercial Management Agreement, is the regulation of
the Parties’ rights and obligations regarding the employment of the Agreement Vessels. The Manager will use reasonable endeavours
to employ the Agreement Vessels in the 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 enomies 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, the 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 the 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:


 


		(a)	Make
                                         available the relevant Member Vessel for an undetermined period of time pursuant to the
                                         terms of this Agreement and shall provide the Manager with a copy of the 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 3.1(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 procedure
                                         (if 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 other 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(f), 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 pursuant to clause 3.3 and has agreed to maintain
                                         the Member Vessel in question 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.



 


		(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).


 


3.3       Additional
Members


 


The
Members agree that no additional entities shall become “Members” under this Agreement unless all of the Members at
the time unanimously agree on the admission of such additional entity as a “Member” hereunder.


 


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 authorised 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.


 


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-docking 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;


 


		(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 Key), 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 case 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.



 


		(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 charter 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:



 


		(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 which 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 ).



 


		(b)	Further
                                         distributions of the Net Agreement Result (which shall always be paid by way of hire
                                         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.


 


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-à-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
P&I 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.


 


10       Chartering-in
of vessels (and cargo commitment)


 


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 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 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;



 


		(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 such 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 in 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:


 


		(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) and shall, at Manager’s option, be subject to (i) 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 such 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.l       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
                                         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 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.


 


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 replace 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);



 


		(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 Gildo
                                         Pastor Center, 7 rue du Gabian, 98000 Monaco, Fax. no. +377 97982300 , attention: Mr.
                                         Gary Weston/ Mr. Luigi Pulcini



 




    


     


    

		•	For
                                         Bocimar International N.V., c/o Bocimar International N.V., De Gerlachekaai, 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.


 


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.


 




    


     


    

IN WITTNESS
WHEEREOF, this Revenue Sharing Agreement has been executed the day and year first above written.


 





THE
MEMBERS


 


SIGNED,
SEALED and DELIVERED


as
a DEED 


By
Ilias Iliopoulos and Santiago Bielenberg 


For
and on behalf of


Dry
Bulk Handy Holding Inc.





In
the presence of





S.
Faina





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





7
Rue du Gabian, 98000 Monaco


 


SIGNED,
SEALED and DELIVERED


as
a DEED



By
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
G.V. Menada





For
and on behalf of





Dry
Bulk Argentina Inc.





In
the presence of





S.
Faina





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





7
Rue du Gabian, 98000 Monaco


 


SIGNED,
SEALED and DELIVERED


as
a DEED 



By
Luigi Pulcini





For
and on behalf of





Triton
Trading & Transportation Co. Ltd.





In
the presence of





S.
Faina





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





7
Rue du Gabian, 98000 Monaco


 


SIGNED,
SEALED and DELIVERED


as
a DEED 



By
Benoit Timmermans





For
and on behalf of





Bocimar
International N.V.





In
the presence of





Dimitri
Govaerts





 






     


    


    




THE
MANAGER





 



SIGNED,
SEALED and DELIVERED


as
a DEED 



By
Luigi Pulcini





For
and on behalf of





C
Transport Holding Ltd.





In
the presence of





S.
Faina





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





7
Rue du Gabian, 98000 Monaco