Exhibit 10.5




 


Dated          , 2014


  


GAS-three LTD.



and



GASLOG LNG SERVICES LTD.


  


SHIP MANAGEMENT AGREEMENT



in respect of the Vessel, “GasLog Shanghai” 




    	 



    	



    

TABLE OF CONTENTS


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






 


 


ANNEX “A”

DETAILS OF VESSEL


 


ANNEX “B”

DETAILS OF CREW / OFFICERS RATINGS


 


ANNEX “C”

INITIAL BUDGET


 


ANNEX “D”


OPERATIONAL AND MAINTENANCE PROTOCOL 



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ANNEX “E”

PERMANENT INSTRUCTIONS


 


ANNEX “F”

FORM OF ACCOUNTING SYSTEM


 


ANNEX “G”

CONFIDENTIALITY AGREEMENT


 


ANNEX “H”

INCENTIVE BONUS PLAN


 


ANNEX “I”

PRIMARY TERMINALS 




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THIS SHIP MANAGEMENT AGREEMENT
is made the _____ day of _______, 2014 


BETWEEN:


		(1)	GAS-three Ltd., a company incorporated under the laws of Bermuda and having its registered
office at Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda (the “Owners”);



		(2)	GasLog LNG Services Ltd., a company incorporated in Bermuda and having a branch office at
69 Akti Miaouli, Piraeus GR 18537, Greece (the “Managers”).



 


WHEREAS:


		(A)	The Owners, as of the Effective Date, are the registered owners of the 155,000 m3 Liquefied
Natural Gas Carrier “GasLog Shanghai” (the “Vessel”) as more particularly described
in Annex “A” hereto and wish to engage the Managers to manage and operate the Vessel;



		(B)	The Managers, being fully experienced, qualified and able vessel managers, wish to manage and operate
the Vessel subject to and in accordance with the terms set out in this Agreement.



 


IT IS AGREED AS FOLLOWS:


		1.	DEFINITIONS
                                         AND INTERPRETATION



		1.1.	Definitions



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


“Affiliate” means
any entity which, directly or indirectly, through one or more intermediaries, Controls or is Controlled by, or is under common
Control with that party;


“Agreement” means
this ship management agreement including the Annexes attached hereto as amended from time to time in accordance with the terms
hereof;


“Annual Budget”
shall have the meaning ascribed to it in Clause 3.3.2 below;


“Charter” means
any future charter entered into between the Owners and any future charterer of the Vessel notified to the Managers pursuant to
Clause 5.3;


“Charterers” means
any future charterers of the Vessel notified to the Managers pursuant to Clause 5.3; 



    	 



    	



    

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


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


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


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


“Crew Support Costs”
means all expenses of a general nature which are not particularly referable to any individual vessel for the time being managed
by the Managers and which are incurred by the Managers for the purpose of providing efficient and economic Management Services
and, without prejudice to the generality of the foregoing, shall include the cost of crew standby pay, training schemes for officers
and ratings, cadet training schemes, sick pay, study pay, recruitment and interviews;


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


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


“Effective Date”
means the date of this Agreement;


“Emergency Situation”
means an emergency situation that:


		(i)	involves a threat to human life;



		(ii)	involves a risk of loss of the Vessel or its cargo or of serious damage to the Vessel;



		(iii)	involves a risk of the Vessel causing serious environmental damage;



		(iv)	involves a risk of the Vessel being stolen, impounded or seized; or



		(v)	involves a security or safety risk to the Vessel, such as but not limited to terrorism, piracy, etc.






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


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


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


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


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


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


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


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


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


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


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


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


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



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


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


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


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


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


“Review Date” means
January 1;


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


		(i)	the Master;



		(ii)	the Chief Engineer;



		(iii)	the Chief Officer;



		(iv)	the Second Engineer; or



		(v)	any other person whose rank or role on the vessel is required and designated as Senior Officer by the Flag Administration



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


“SMS” means
a safety management system which complies with all laws, rules and regulations, and with all the codes, guidelines and standards
recommended by the International Maritime Organization (including without limitation, the ISM Code), any relevant flag state and
the classification society and approved by Owners, which may from time to time be applicable to the Vessel and/or the Owners and/or
the Managers, and which is otherwise appropriate having regard to the Managers’ obligations under this Agreement;


“SOPEP” means
the shipboard oil pollution emergency plan in the form approved by the Marine Environment Protection Committee of the International
Maritime Organization pursuant to the requirements of Regulations 25 of Annex H of the 



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International Convention
of the Protection of Pollution from Ships, 1973, as modified by the Protocol of 1989 relating thereto, as amended (MARPOL 73/78);


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


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


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


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


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


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


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


		1.2.	Interpretation



		1.2.1.	“Owners”, “Managers” and “Charterers” include their respective
successors and assigns.



		1.2.2.	Clause headings are inserted for convenience and shall be ignored in construing this Agreement.



		1.2.3.	Unless the context otherwise requires, words denoting the singular number include the plural number
and vice versa.



		1.2.4.	References to clauses and annexes are to Clauses and Annexes of this Agreement except where otherwise
expressly stated.



		1.2.5.	Reference to any document includes the same as varied, supplemented or replaced from time to time.





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		1.2.6.	References to any enactment include any re-enactments, amendments and extensions thereof.



		2.	APPOINTMENT
                                         OF MANAGERS



		2.1.	From the Effective Date and continuing, unless and until terminated as provided herein, the Owners
hereby appoint the Managers and the Managers hereby agree to act as managers of the Vessel.



		2.2.	Subject to the terms and conditions contained herein, during the period of this Agreement, the
Managers shall carry out the Management Services as agents for and on behalf of the Owners. The Managers shall have authority to
take such actions as they may from time to time consider necessary to enable them to perform their duties and obligations as set
out in this Agreement in accordance with first class LNG ship management practice within the limits of authority delegated to them
hereunder.



		3.	MANAGEMENT
                                         SERVICES



		3.1.	Crew Management



		3.1.1.	The Managers shall provide suitably and adequately qualified Crew for the Vessel in accordance
with any requirements of the Owners, as described in the Operational and Maintenance Protocol set forth on Annex “D”,
and the provisions of the STCW 95 and the requirements of this Agreement.



		3.1.2.	The Managers shall be responsible for:



		(i)	Selecting, with Owners’ approval, which may
                                                                                                                                                   be expressed from time to time in the form of standing instructions to the Managers for specific experience and qualification
                                                                                                                                                   criteria pertaining to the Crew, including but not limited to the Training Matrix, and engaging the Crew (subject to the
                                                                                                                                                   provisions of Clause 3.1.6 below) for the Vessel including payroll arrangements, pension administration, and insurances for
                                                                                                                                                   the Crew other than those mentioned in Clause 6;



		(ii)	ensuring at all times the availability and supply of an adequate complement of Crew (including
Master, Officers and Ratings complying with Annex“B”) relative to the particular operational status and size of the
Vessel;



		(iii)	ensuring that the applicable requirements of the law of the flag of the Vessel are satisfied in
respect of manning levels, rank, qualification and certification of the Crew and employment regulations (including those standards
set forth by the International Transport Workers’ Federation (ITF)) pertaining to Crew’s tax, payroll, social insurance,
welfare, discipline and other applicable requirements;





		(iv)	ensuring that all members of the Crew have passed a medical examination with a qualified doctor
certifying that they




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		 	are fit for the duties for which they are engaged and are in possession of valid medical certificates issued
in accordance with appropriate flag state requirements. In the absence of applicable flag state requirements the medical certificate
shall be dated not more than three months prior to the respective Crew member leaving their country of domicile and maintained
for the duration of his service on board the Vessel;



		(v)	ensuring that the Crew shall have a command of the English language of a sufficient standard to
enable them to perform their duties safely;



		(vi)	arranging transportation of the Crew, including repatriation, at Owners’ cost, unless otherwise
arranged by Owners;




		(vii)	providing continuing training of the Crew and supervising their efficiency and competence, consistent
with Owners’ requirements but in any event never less than the applicable international or Flag State standard for LNG vessels;



		(viii)	whenever the Vessel is operational, issuing instructions to the Master in accordance with the requirements
of the Owners or Charterers, to trade along the most geographically direct, economical and safe route (except for any justifiable
deviation allowed under English common law or the Hague Visby Rules and including all deviations that may be necessary in an Emergency
Situation) and ensuring the Vessel is worked at a fuel-efficient speed consistent both with port arrival instructions given by
the Owners and/or Charterers and with sea conditions;



		(ix)	issuing instructions to the Master to keep full and correct log books and furnishing the Owners
with true and accurate copies of such log books when required;



		(x)	conducting union negotiations (if applicable);



		(xi)	operating a drug and alcohol policy, prepared by the Managers and approved
by the Owners (such approval not to be unreasonably withheld or delayed), which includes, as a minimum, the principles set forth
in the “Guidelines for the Control of Drugs and Alcohol Aboard Ship” of the Oil Companies International Marine Forum
dated June 1995 (and in an amendments or successors thereto);



		(xii)	ensuring that the Crew and any other person on board the Vessel proceeding
to sea shall be insured for the Crew Insurances with a first class insurance company, underwriter or protection and indemnity association
(the “Crew Insurances”);



		(xiii)	ensuring that all premiums or calls in respect of the Crew Insurances are paid promptly by their
due date; and



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		(xiv)	ensuring that the Crew Insurances shall name the Owners as co-assured (unless advised by the Owners
to the contrary).



 


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



 


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



 


and in such circumstances it is
not practical for the Managers to wait for Owners’ approval, the Managers may make such temporary appointments as they deem
necessary; however, the Vessel’s manning shall always remain in compliance with the regulations of the Flag State’s
minimum manning requirements.


 


Officers CV and accomplished training
matrix should be provided to the Owners for reviewing prior promotion or assignment to a Senior Officer position.


 


The Owners reserve the right to
interview and approve all senior officers candidates.



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		3.2.	Operational and Technical Management



 


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



 


		(i)	provision of competent personnel with suitable experience of the LNG industry to supervise the
maintenance and general efficiency of the Vessel in line with the Training Matrix and the requirements of the Charter;



 


		(ii)	all maintenance and work for the Vessel so as to ensure that the Vessel complies with all applicable
laws including but not limited to IMO, MARPOL and SOLAS (and including, for the avoidance of doubt, all the provisions of the ISM
Code), regulations and/or other requirements of the flag of the Vessel and of the Primary Terminals and other places where she
trades, all applicable international conventions, all applicable regulations and/or requirements of any terminals or facilities
in such port(s) or place(s) where the Vessel may load or discharge, and all requirements and recommendations of the Vessel’s
classification society applicable to a Vessel carrying LNG worldwide within the limits of the Charter;



 


		(iii)	preparing the Maintenance Schedule and regular updates on request (such updates to commence at
delivery of the Vessel from the shipyard, and then each year on or around the anniversary upon which the Vessel was classified
by its classification society) for approval by the Owners (such approval not to be unreasonably withheld or delayed);



 


		(iv)	arrangement and supervision of dry dockings, repairs, alterations and the upkeep of the Vessel
in accordance with first class LNG ship management practice provided that the Owners shall allocate sufficient funds and approve
the relevant Annual Budgets and Supplementary Budgets to ensure that Managers can incur the necessary expenditure to ensure that
the Vessel will comply with the law of the flag of the Vessel and of the places where she trades, and all requirements and recommendations
of the classification society;



 


		(v)	investigating and reporting to Owners any technical faults or problems material to the performance
of the Vessel and arranging for their repair in consultation with the Owners;



 


		(vi)	arrange for the victualing and storing of the Vessel appropriate to the declared operational status
of the Vessel and place and effect payment for contracts for lubricating oil, paints and all consumable materials where they are
not for the Charterers’ account, together with any other contracts that may be agreed with the Owners from time to time in
accordance with Clause 3.2.2;



 


		(vii)	appointment of surveyors and technical consultants as the Managers may consider from time to time
be necessary;
	




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		(viii)	development, implementation of and maintenance of a SMS and obtaining and maintaining valid certificates
evidencing compliance with this Clause, including without limitation, a valid document of compliance in relation to itself and
valid safety management certificates in respect of the Vessel as required by the ISM and ISPS Codes;



 


		(ix)	provide the Owners with copies of any and all documents of compliance and safety management certificates
as described in Clause 3.2.1(viii) upon issuance;



 


		(x)	keep or procure that there is kept on board the Vessel at all times:



 


		(a)	all certificates and documents required from time to time by any applicable law or regulations to enable her to perform the
Charter between the Primary Terminals without delay,



 


		(b)	valid certificates in force as required by the Flag State,



 


		(c)	any further certificates and documents required from time to time by any applicable law or regulations to enable her to perform
the Charter without delay,



 


		(d)	an ITF certificate or equivalent allowing Vessel’s calls and operations in all ports to which the Vessel is ordered under
the Charter where an ITF certificate or equivalent is required, and



 


		(e)	a copy of all documents of compliance and the original of any safety management certificates as described in Clause 3.2.1(viii);



 


		(xi)	arrangement of periodic analysis by third parties of the bunker fuel and reporting the results
of such analysis to the Owners (the costs being included in the Vessel’s running costs):



 


		(xii)	noting requirements resulting from safety and any external ship inspections and implementing these
insofar as they affect the operation or safety of the Vessel (such implementation to be at the Owners’ expense);



 


		(xiii)	implementing safety recommendations issued in terms of all international conventions (at the Owners’
expense);



 


		(xiv)	arrange, where necessary for the superintendent or other staff of the Managers to visit the Vessel.
If the superintendent or other staff of the Managers have reason to spend more than twenty-five (25) days in aggregate in any calendar
year (or pro rata for part of a calendar year) visiting the Vessel, their services will be charged out at the rate specified in
Clause 7.4 below;
	




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		(xv)	ensure that maritime, safety and cargo custody standards are in accordance with first class international
LNG shipping practice and are maintained by the Crew whenever such personnel are serving on board the Vessel;



 


		(xvi)	arrange and effect payment on behalf of the Owners for the towage of the Vessel when appropriate;



 


		(xvii)	arrange, maintain, and effect preparation and payment on behalf of the Owners for suitable moorings
for the Vessel for lay-up at such locations as may from time to time be mutually agreed relative to the Vessel’s positioning
requirements of the Owners;



 


		(xviii)	handle port disbursement accounts where these are not for the Charterers’ account;



 


		(xix)	navigate the Vessel, handle all necessary communications, manage all cargo operations on behalf
of Owners, and provide for the security and safety of the Vessel, cargo and Crew, all in accordance with first class LNG ship management
practice;



 


		(xx)	ensure that the Vessel is compatible with existing LNG liquefaction terminals, regasification terminals
and ship/shore interfaces, at the Primary Terminals and to maintain such compatibility and all necessary certificates and documentation;



 


		(xxi)	undertake vessel-terminal compatibility studies as requested by Owners and at Owners’ expense;
and



 


		(xxii)	manage and operate the Vessel on behalf of the Owners in any part of the world to first class industry
standards for an LNG carrier, provided that the Vessel shall be employed in lawful trades, as the Owners may direct, between good
and safe ports and places where she can always be safely afloat, and further provided that the Vessel shall not trade to ports
or areas where, at the time in question, there are expected to be hostilities, wars, warlike operations, civil commotions or revolutions,
unless the Owners are able to obtain war risks insurance against such eventuality.



 


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


 


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



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		3.2.2.	Procurement



 


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


 


		(i)	the Managers use all reasonable efforts to achieve the lowest prices available for the appropriate
quality of goods or services;



 


		(ii)	the Managers shall provide Owners with the benefit of all discounts, rebates or other financial
incentives provided by any suppliers, and all amounts billed to Owners in connection with all stores, spares, equipment, provisions,
oils, fuels and any other goods, materials or services to be supplied to the Vessel shall reflect any such discounts, rebates or
financial incentives; and



 


		(iii)	the Owners reserve the right to require the Managers to procure such goods, materials and services
from sources or suppliers they may notify to the Managers from time to time provided that:



 


		(a)	the Owners shall not unreasonably interfere with the aforementioned Managers’ procurement processes;



 


		(b)	the Owners may not force the Managers to breach the terms of any existing procurement contract to the extent such contract
is consistent with the terms of this Agreement and standard industry practices; and



 


		(c)	the Owners have due regard to the interests of the Managers in fostering good long-term relationships with suppliers;



 


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


 


		3.3.	Accounting, Budgeting, and Reporting



 


		3.3.1.	The Managers shall:



 


		(i)	provide an accounting system in respect of the Vessel which meets the reasonable requirements of
the Owners, and provide regular accounting services and supply regular accounting reports and records; and



 


		(ii)	maintain a record of all costs and expenditure incurred as well as data necessary or proper for
the settlement of accounts between the parties.



 


		3.3.2.	The
Managers shall present to the Owners annually a budget in respect of the estimated costs of operating the Vessel for the following
twelve months in the current

	




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	 	 	reporting form of the Managers, which is acceptable to the Owners (the “Annual Budget”). The initial Annual Budget is attached hereto at Annex “C,” and shall be for the period from the Effective Date until 31 December 2014, with a full twelve (12) month Annual Budget submitted yearly thereafter, ending on the day immediately preceding the Review Date. Subsequent Annual Budgets shall be prepared by the Managers for approval by the Owners at least two (2) months before each Review Date.



 


		3.3.3.	The Owners shall indicate to the Managers their acceptance and approval of the Annual Budget within
one month of presentation and in the absence of any such indication the Managers shall be entitled to assume that the Owners have
accepted the Annual Budget as provided.



 


		3.3.4.	If after the approval of the Annual Budget pursuant to Clauses 3.3.2 and 3.3.3, the Owners or Managers
anticipate material changes in the Operational Costs (or in respect of the initial Annual Budget set out in Annex “C”,
if the Managers believe such initial Annual Budget is inaccurate or unworkable), then the Managers shall prepare a supplementary
budget reflecting such changes (the “Supplementary Budget”) for approval by the Owners and the Owners shall
indicate their approval or non-approval of a Supplementary Budget within one month of it being presented to them (and in the absence
of any such indication, the Managers shall be entitled to assume that the Owners have accepted a Supplementary Budget). Upon approval
by the Owners, a Supplementary Budget shall be treated as the Annual Budget for the year in question or the remainder thereof.



 


		3.3.5.	For the avoidance of doubt, the Managers shall not incur expenditure in respect of the Vessel in
excess of the Annual Budget (with due consideration to the fact that expenditure may be phased over varying periods or may fluctuate
from month to month, notwithstanding that such expenditure was budgeted for on an annual basis) or incur expenditure that has not
been accounted for in any Annual Budget without the prior consent of the Owners (which shall not be unreasonably withheld or delayed).



 


		3.3.6.	Notwithstanding Clause 3.3.5, the Managers may in each Annual Budget period, as specified in Clause
3.3.2, incur expenditure on behalf of the Owners in respect of items that are not budgeted for in the Annual Budget, or for amounts
in excess of the Annual Budget amounts, without the approval of the Owners provided that:



 


		(i)	such expenditure is used only for the proper performance of the Management Services; and



 


		(ii)	such total expenditure does not exceed five (5) per cent of the total budgeted amount for that
Annual Budget period or such other amount that may be agreed by the parties from time to time.



 


		3.3.7.	The Managers shall:
	




    	13



    	



    

		(i)	by the fifteenth (15th) Working Day of the month provide the Owners with a Vessel Condition
Report in respect of the previous month in such form as the Owners (acting reasonably) may require;



 


		(ii)	by the fifteenth (15th) Working Day of each month provide the Owners with a comparison
between the budgeted Operational Costs as set out in the Annual Budget and actual Operational Costs in respect of the previous
month (in accordance with the form set out in Annex “F”);



 


		(iii)	by the fifteenth (15th) Working Day of each month provide the Owners with a request
for funds based upon an estimate of the funding requirements of the Vessel that are required in respect of the next month together
with any requests for approval of expenditure pursuant to Clause 3.3.5 and any proposed amendments to the Annual Budget pursuant
to Clause 3.3.4; and



 


		(iv)	by the fifteenth (15th) Working Day of each month provide the Owners with a consolidated report
on actual Operational Costs and if requested by the Owners, capital costs, including all expenses in relation to financing of the
Vessel, in respect of the previous month.



 


		3.3.8.	If requested and in such manner as may be required by the Owners, the Managers shall provide the
necessary personnel, hardware and software, and other resources necessary to administer on Owners’ behalf and in its name
the invoicing and collection of hire payable under the Charter.



 


		3.4.	Health, Safety, Security, and Environmental Protection



 


		3.4.1.	The Managers shall operate a management system which shall be approved by the Owners (such approval
not to be unreasonably withheld or delayed), and comply and ensure that the Vessel and the Crew comply with all applicable health,
safety, security and environmental laws and regulations, and nothing in this Clause 3.4 shall derogate from the obligations of
Managers to comply with its statutory responsibilities insofar as they relate to the other Management Services.



 


		3.4.2.	The Managers shall, in relation to all persons engaged or likely to be engaged in the execution
of the Management Services, take such steps as are reasonably practicable to ensure their health and safety.



 


		3.4.3.	The Managers shall make available for inspection by the Owners at all times all registers, records
and other documentation concerning health, safety, security (where appropriate) and environmental matters relating to the Management
Services.



 


		3.4.4.	The Managers shall send to the Owners a copy of every notice or other communication received from
or sent to any person or body concerning health, safety, security and/or environmental matters relating to the Management Services
and shall co-operate with the Owners in respect of all such health, security, safety and/or environmental matters, as may from
time to time be requested by the Owners
	




    	14



    	



    


		3.4.5.	The Managers shall use all reasonable endeavors to ensure that no oil, or harmful or hazardous
substances, of any description, shall be discharged or escape accidentally or otherwise, from the Vessel; and that the Vessel,
its Officers and Crew comply with all international, national, and state oil and air pollution laws, conventions or regulations
applying in, or to, international waters and the territorial waters of the countries into which the Vessel may trade under the
Charter including the provisions of OPA 90 that apply to tank ships. This shall also include adhering to the standards promulgated
under OPA 90 as those regulations apply to non-tankships operating within the jurisdiction of the United States whether or not
the same strictly apply to the Vessel.



 


		3.4.6.	The Managers shall not treat, keep or dispose of any waste produced and/or carried by the Managers
as a result of the Management Services in a manner likely to cause harm to the health and safety of any person or harm to the environment
(as far as the same may be reasonably practical) and shall comply with every statutory duty which is relevant.



 


		3.4.7.	During the execution of the Management Services, the Managers shall take such steps as are reasonably
practicable to avoid (or where avoidance is not possible, to minimize) harm to the environment.



 


		3.4.8.	The Managers will prepare and obtain all necessary approvals for a SOPEP. The SOPEP will be written
in the English language and will be reviewed and updated as required and be maintained with the correct list of coastal state contacts.
If required, the Managers will arrange for the translation of the SOPEP into another language. The Managers will also undertake
regular training of the Crew in the use of SOPEP including drills to ensure that the SOPEP functions as expected and that contact
and information details specified are accurate.



 


		3.4.9.	The Managers shall prepare a HSSE Report in such form and detail as the Owners (acting reasonably)
require, to be submitted to the Owners on the 5th day of the following month.



 


		3.5.	Insurance Arrangements



 


		3.5.1.	The Owners shall arrange insurances in accordance with Clause 6.1.



 


		3.5.2.	The Managers shall immediately inform and keep the Owners informed of any incident which gives
or may give rise to claims or disputes relating to the insurances effected in accordance with Clause 6.



 


		3.5.3.	The Owners shall or, in their sole discretion instruct the Managers on a case-by-case basis and
in consultation with the Owners to, handle insurance, average and salvage claims in connection with the Vessel. Any costs reasonably
incurred by the Managers in handling claims in accordance with this Clause shall be paid by or for the account of the Owners. Until
notified to the contrary, the Managers shall process all insurance claims relating to the Crew, in consultation with Owners.
	




    	15



    	



    



		3.6.	Sale or Purchase of the Vessel



 


The Managers shall, if requested,
provide Owners with technical assistance in connection with any sale of the Vessel. Any costs or out-of-pocket expenses incurred
by the Managers in providing such technical assistance shall be paid by or for the account of the Owners. The Owners will, however,
be solely responsible for agreeing the terms of any agreement regulating any sale.


 


		3.7.	General Administration



 


		3.7.1.	The Owners may, in their sole discretion and upon such terms and conditions as the Owners shall
specify, instruct the Managers on a case-by-case basis to handle and/or settle all claims relating to the Vessel including but
without limitation any claims involving the Charterers.



 


		3.7.2.	The Managers shall keep the Owners informed regarding any incident of which the Managers become
aware which gives or may give rise to claims or disputes involving the Charterers or other third parties.



 


		3.7.3.	The Owners shall, or in their sole discretion instruct the Managers on a case-by-case basis to,
bring or defend actions, suits or proceedings in connection with matters entrusted to the Managers pursuant to this Agreement.



 


		3.7.4.	Where the Managers are retained to handle and/or settle claims relating to the Vessel pursuant
to Clause 3.7.1, the Managers shall be entitled to obtain legal or technical or other outside expert advice in relation to the
handling and settlement of such claims and disputes.



 


		3.7.5.	The Owners shall arrange for the provision of any necessary guarantee bond or other security in
connection with any such claims.



 


		3.7.6.	Any external costs reasonably incurred by the Managers in carrying out their obligations in accordance
with this Clause 3.7 shall be paid by or for the account of the Owners provided that the Owners have instructed the Managers in
accordance with Clause 3.7.1.



 


		3.8.	Quality Assurance



 


		3.8.1.	The Managers shall have and maintain a quality assurance/quality management system (the “Quality
Assurance & Quality Management System”). This system shall include on board and on shore operation/ management and
shall at the time of delivery, or as reasonably soon thereafter, meet the requirements of ISO-9001-2008 and ISO-14001-2004 or any
subsequent addition or substitution approved by the Owners. The Quality Assurance & Quality Management System shall be documented
and available to the Owners for approval within three (3) months of execution of this Agreement. The Managers shall supply documentation
to the Owners on request confirming the continued maintenance and operation of the Quality Assurance &
	




    	16



    	



    


	 	 	 Quality Management System
in good standing throughout the period of this Agreement.



 


		3.9.	[Reserved]



 


		4.	MANAGERS’ OBLIGATIONS



 


		4.1.	The Managers undertake to use their best endeavours to provide the agreed Management Services as
agents for and on behalf of the Owners in a timely and efficient manner in accordance with first class international LNG ship management
practice and the Operational and Maintenance Protocol set forth on Annex “D” and to protect and promote the interests
of the Owners in all matters relating to the provision of the Management Services hereunder provided, however, that the Managers
in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall
responsibility in relation to the Managed Fleet, and in particular, but without prejudice to the generality of the foregoing, the
Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances
the Managers in their absolute discretion consider to be fair and reasonable.



 


		4.2.	The Managers shall procure that the requirements of the law of the flag of the Vessel are satisfied
and the Managers shall in particular be deemed to be the “Company” as defined by the ISM and ISPS Codes, thereby assuming
the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by these Codes when
applicable. The Managers shall comply at all times with the requirements of the ISM, ISPS, and MTSA Codes, and the Managers shall
immediately inform Owners if there is any threatened or actual withdrawal of Managers document of compliance or the Vessel’s
safety management certificate or ISS (Security Certificate).



 


		4.3.	In addition to the specific obligations to keep the Owners informed hereunder, the Managers shall
keep the Owners informed of all relevant information regarding the Vessel and the performance of the Management Services which
the Owners may, acting reasonably, specify from time to time.



 


		4.4.	When the Managers become aware of an Emergency Situation, they shall immediately contact the Owners
and keep the Owners informed in respect of such Emergency Situation.



 


		4.5.	If, in an Emergency Situation, the Managers (or the Master) are required pursuant to this Agreement
to solicit an approval from the Owners, but in such circumstances it is not practical to wait for such approval, then notwithstanding
any other term in this Agreement, the Managers (or the Master) may take whatever action they may deem necessary to deal with such
Emergency Situation.
	




    	17



    	



    


		5.	OWNERS’ OBLIGATIONS



 


		5.1.	The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this
Agreement.



 


		5.2.	The Owners shall provide prompt responses to any requests made by the Managers pursuant to this
Agreement.



 


		5.3.	The Owners shall (subject to any confidentiality restrictions) provide the Managers with any relevant
information relating to the Charters or Charterers and shall notify the Managers upon a change of Charterers or upon any new Charter
in respect of the Vessel.



 


		5.4.	The Owners shall use reasonable endeavours (and subject to any confidentiality restrictions) to
ensure that the Charterers shall keep the Managers informed of the relevant terms of any gas supply contract, charter party, contract
of affreightment, contract of insurance and any other document relating to the Vessel and its cargo that the Managers may reasonably
require in order to perform their obligations hereunder.



 


		6.	INSURANCE POLICIES



 


		6.1.	The Owners shall procure throughout the period of this Agreement that:



 


		(i)	at the Owners’ expense, the Vessel is insured for usual hull and machinery marine risks (including
crew negligence) and war risks in accordance with the first class practice of prudent owners of vessels of a similar type to the
Vessel;



 


		(ii)	at the Owners’ expense, the Vessel is insured against Protection and Indemnity risks (including
pollution risks) based upon the Standard Rules of a member of the International Group of P&I Clubs and have arranged for the
Managers to be included as named co-assured, and provide the Managers with Certificates of Entry to evidence that such insurances
have been effected and confirm renewal within fifteen (15) Working Days of the same;



 


		(iii)	where the Vessel is directed to call at any port within the United States of America and at the
Owners’ expense, the Vessel carries a Certificate of Financial Responsibility as required by the United States Offshore Pollution
Act 1990;



 


		(iv)	the Vessel is insured against such other risks (including Freight, Demurrage and Defense) that
are appropriate to the Vessel’s trade;



 


		(v)	the Owners’ Insurances name the Owners and the Managers as co-assureds, with full cover,
with the Owners obtaining cover in respect of each of the insurances specified in Clause 6.1 on terms whereby the Owners are liable
in respect of premiums or calls arising in connection with the Owners’ Insurances; and





    	18



    	



    

		(vi)	written evidence is provided, to the reasonable satisfaction of the Managers, of compliance by
the Owners with their obligations under Clause 6 within a reasonable time of the commencement of the Agreement, and of each renewal
date and, if specifically requested, of each payment date of the Owners’ Insurances.



 


		6.2.	Insofar as it affects the superintendent and other shore staff employed by the Managers in connection
with this Agreement, the Managers shall procure and maintain at their own expense appropriate insurance cover with first class
insurers in respect of death or injury to such superintendents or shore staff, and such insurance shall comply with all applicable
law.



 


		6.3.	Managers shall name Owners as co-assureds on this insurance cover, and Managers agree to waive
all subrogation rights against Owners that might arise under this entire Clause 6.



 


		7.	MANAGEMENT FEE



 


		7.1.	Subject to any adjustment in accordance with the provisions of Clause 7.2 the Owners shall pay
to the Managers for the provision of Management Services, a monthly management fee of Fourty-Six Thousand Dollars (US$46,000) (the
“Management Fee”) which shall be paid each calendar month in advance by the first Working Day of each applicable
month provided that where a payment is due in respect of any part of a month that payment shall be paid on a pro-rata basis, such
sums to be paid into the Managers’ Account. All invoices for the Management Fee shall be submitted by the Managers to the
Owners in advance on a monthly basis.



 


		7.2.	If, during any calendar month, the Vessel is in:



 


		(i)	“deep” lay-up (that is with sea chests sealed off and all system drained down) the
Management Fee shall be Three Thousand Five Hundred Dollars (US$3,500) per month and pro rata in respect of any part month; or



 


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



 


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



 


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




    	19



    	



    

		7.4.	In addition to the Management Fee, if the Managers’ superintendent or other staff are reasonably
required to spend more than twenty-five (25) days in aggregate visiting the Vessel in any calendar year (or pro-rata for part of
a calendar year), the cost of visits in excess of twenty-five (25) days shall be paid by the Owners, into the Managers’ Account,
at a rate of One Thousand Dollars (US$1,000.00) per day (or pro rata in respect of any part day on board the Vessel). Notwithstanding
the foregoing, all reasonable travelling expenses in connection with reasonably required visits to the Vessel by Managers’
superintendent or other staff (excluding visits in connection with drydocking) shall be part of the Management Fee, irrespective
of the duration of such visits.



 


		7.5.	In the event of this Agreement being terminated by the Owners or the Managers in accordance with
the provisions of Clause 17.3 or 17.4, the Management Fee payable to the Managers according to the provisions of Clauses 7.1 and
7.2, shall continue to be payable for a further period of three calendar months as from the termination date. In addition, provided
that the Managers provide Crew for the Vessel in accordance with Clause 3.1:



 


		(i)	the Owners shall continue to pay Crew Support Costs during the said further period of three calendar
months; and



 


		(ii)	the Owners shall pay any reasonable Severance Costs which may materialise provided the Managers
have used reasonable endeavours to mitigate such obligations to the Crew.



 


		7.6.	Unless otherwise agreed in writing all discounts and commissions obtained by the Managers in the
course of the management of the Vessel shall be credited to the Owners.



 


		7.7.	The Owners shall, in respect of each year of this Agreement, on or around the Review Date, decide
whether or not to pay an Incentive Bonus to the Managers for remittance to the Crew of an amount and in the manner described in
Annex “H” attached hereto.



 


			Any Incentive Bonus that the Owners decide to pay shall be paid into the Managers’
Account with fifteen (15) Working Days of the Review Date and the Managers shall remit any such bonus to the Crew. In addition
the Owners shall within fifteen (15) Working Days of the Review Date provide a written explanation to the Managers of their decision
which sets out in reasonable detail the rationale for making such a decision.



 


		8.	VESSEL EXPENSES



 


		8.1.	Upon receipt of a request for funds for the Vessel pursuant to Clause 3.3.7 (iii) the Owners shall
pay such funds into the Vessel Account, provided that such request is made in respect of items and amounts accounted for the Annual
Budget or made in respect of items or amounts for which the Managers do not require the approval of the Owners pursuant to Clause
3.3.6.






    	20



    	



    

		8.2.	In the event that the Managers request funds from the Owners pursuant to Clause 3.3.7(iii), but
the Owners are not obliged to pay such funds pursuant to Clause 8.1, then the Owners may refuse to provide such funds provided
that, in such circumstances, the Managers shall not be liable for any losses or damages incurred by the Owners as a result of such
refusal and in any event, the Owners shall not unreasonably refuse to pay or delay the payment of such sums.



 


		8.3.	All sums payable by the Owners in respect of requests made by the Managers pursuant to Clauses
8.1 and 8.2 shall be paid into the Vessel Account by the first Working Day of the month following that month in which such request
was made.



 


		8.4.	The Managers shall open the Vessel Account and communicate the details of the Vessel Account to
the Owners prior to the Effective Date. The Vessel Account shall be an account that only contains monies payable into such Vessel
Account pursuant to this Agreement. All monies paid into the Vessel Account (including interest, if payable) shall be held on trust
for and to the credit of the Owners and the Managers may only utilise funds in the Vessel Account for the proper performance of
the Management Services hereunder. The Managers shall provide full details of all transactions in relation to the Vessel Account
and shall procure that monthly Vessel Account bank statements are provided to the Owners for each month of this Agreement.



 


		8.5.	Notwithstanding anything contained in this Agreement, the Managers shall in no circumstances be
required to use or commit their own funds to finance the provision of the Management Services.



 


		9.	MANAGERS’ RIGHT TO SUB-CONTRACT



 


		9.1.	The Managers shall have the right to sub-contract any of their obligations in this Agreement, subject
to Clause 9.2 below.



 


		9.2.	The Managers shall obtain the prior written consent of the Owners if they wish to sub-contract
any of their obligations under this Agreement for amounts exceeding Fifty Thousand United States Dollars over and beyond the approved
Annual Budget.



 


		9.3.	Notwithstanding any sub-contract the Managers shall remain fully liable for the due performance
of their obligations under this Agreement, the Managers shall procure that each sub-contractor engaged pursuant to this Clause
9 shall comply with the requirements of Clause 3.4.



 


		10.	RESPONSIBILITIES



 


		10.1.	Force Majeure



 


		10.1.1.	Neither the Owners, nor the Managers shall be liable for any loss or damage or total or partial
failure to perform this Agreement (other than a failure to perform an obligation to pay money) caused wholly or partly by any circumstances
or things beyond the reasonable control of the Owners or the Managers, as the case may be,






    	21



    	



    

			including (without limiting the generality of the foregoing) acts of God, fires, floods, epidemics,
quarantine restrictions, wars, terrorism, insurrections, riots, violent demonstrations, criminal offences, acts and omissions
of civil or military authority or of usurped power, requisition or hire by any governmental or other competent authority, embargoes.



 


		10.1.2.	The party invoking force majeure will advise the other party of the force majeure event at the
earliest opportunity and also advise same party of the likely duration of such force majeure situation.



 


		10.2.	Liability to Owners



 


			The Managers shall be under no liability to the Owners for any loss, damage, delay or
expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection
with detention of or delay to the Vessel) and howsoever arising in the course of performance of the Management Services, unless
the same is proved to have resulted from the breach of this Agreement, fraud, gross negligence, or wilful misconduct of the Managers
or their employees, or agents or sub-contractors employed by them in connection with the Vessel, in which case (save where loss,
damage, delay or expense has resulted from the Managers’ personal act or omission committed with the intent to cause same
or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Managers’ liability
for each incident or series of incidents giving rise to a claim or claims shall not exceed a total of twelve (12) times the monthly
Management Fee of Forty-Six Thousand Dollars (US$46,000) as adjusted annually pursuant to Clause 7.3 above.



	 		 



			Notwithstanding anything herein contained in the contrary, the Managers shall not be liable for any
of the actions of the Crew, even if such actions are negligent or wilful, except only to the extent that they are shown to have
resulted from a failure by the Managers to discharge their obligations under Clauses 3.1 or 3.4, in which case their liability
shall be limited in accordance with the terms of this Clause 10.2.



 


		10.3.	Indemnity



 


Except to the extent and solely
for the amount that the Managers would be liable under Clause 10.2, the Owners hereby undertake to keep the Managers and their
employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or
liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or
in connection with the performance of the Agreement, and against and in respect of all costs, losses, damages and expenses (including
legal costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly) in the
course of the performance of this Agreement.





    	22



    	



    

		10.4.	“Himalaya”



 


It is hereby expressly agreed
that no employee or agent of the Managers (including sub-contractors from time to time employed by the Managers) shall in any circumstances
whatsoever be under any liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising or resulting
directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment
and, without prejudice to the generality of the foregoing provisions in this Clause 10, every exemption, limitation, condition
and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to
the Managers or to which the Managers are entitled hereunder shall also be available and shall extend to protect every such employee
or agent of the Managers acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 10 the Managers
are or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their
servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be
deemed to be parties to this Agreement.


 


		11.	DOCUMENTATION



 


		11.1.	The Managers shall also maintain and cause their agents to maintain and retain in accordance with
generally accepted accounting practices, applicable tax requirements and good international shipping practices, all books, accounts
and records pertaining to this Agreement, and all records, documents and other materials related to the Managers’ implementation
of and compliance with the Quality Assurance & Quality Control System, including vouchers, invoices, receipts, correspondence,
copies of original documents and such other documentation as is necessary in order to verify the compensation payable hereunder.



 


		11.2.	The Managers shall make available, upon Owners’ request, all documentation and records relating
to the performance of the Management Services, the SMS and/or the Crew which the Owners require in order to demonstrate compliance
with the ISM Code, ISPS Code, and STCW 95, or to defend or prosecute a claim against a third party or otherwise.



 


		11.3.	All Vessel Data is and shall remain the property of the Owners and shall be made available to the
Owners by the Managers on the Owners’ request. Upon termination of this Agreement for any reason, the Managers shall promptly
provide the Owners with all the Vessel Data, whether onboard the Vessel or otherwise.



 


		11.4.	The Managers shall retain and properly store all Vessel Data in accordance with first class LNG
ship management practice. If, in the Managers’ opinion, certain Vessel Data should be destroyed, then the Managers shall
first offer to return that Vessel Data (at the Owners’ expense) to the Owners, and in the event that the Owners decline such
offer, the Managers may destroy such Vessel Data.







    	23



    	



    

		12.	DEPLOYMENT OF THE VESSEL



 


		12.1.	The Managers shall ensure that the Crew of the Vessel shall comply with any Permanent Instructions.



 


		12.2.	The Owners may change the terms of the Permanent Instructions, or upon the execution of a new Charter
replace the existing Permanent Instructions with new Permanent Instructions with the consent of the Managers which shall
not be unreasonably withheld or delayed.



 


		12.3.	In the event that the Managers or the Crew receive instructions from the Charterers, that in the
opinion of the Managers, conflict with instructions provided by the Owners or which go beyond the scope of authority of the Charterers
(to the extent such scope of authority has been disclosed by the Owners to the Managers), the Managers shall use best endeavours
to immediately notify the Owners and the Charterers of the same. In such circumstances, subject to Clause 3.1.2(viii), the Owners’
instructions shall take precedence over the Charterers’ instructions.



 


		12.4.	Except for the purposes of saving life, the Vessel shall not, unless expressly authorised by the
Owners, undertake attempts of salvage.



 


		12.5.	If:



 


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



 


		(ii)	the Vessel requests that a third party attempts salvage of the Vessel,



 


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


 


		12.6.	Any proceeds arising from salvage of third party property shall be for the benefit of the Owners.



 


		12.7.	Notwithstanding any other provision of this Agreement, the Managers shall not (and shall procure
that the Crew shall not), without the written consent of the Owners, sign any bill of lading on behalf of the Owners.



 


		13.	AUDITING



 


		13.1.	The Managers shall prepare the Annual Budget and accounts (as referred to in Clause 3.3.1 above)
and shall make the same available for inspection and auditing by the Owners at such times as may be mutually agreed.



 


		13.2.	The Owners shall have the right to audit the Managers’ records and documentation as set out
in Clause 11 above for the purpose of verifying their correctness and completeness at all times on reasonable notice to the Managers.
Where staff or






    	24



    	



    

auditors of
the Owners visit the premises of the Managers for the purpose of carrying out an audit, the Managers shall provide office space
and facilities to such staff or auditors at no extra cost to the Owners.


 


		14.	INSPECTION OF VESSEL



 


		14.1.	The Owners shall have the right at any time after giving reasonable notice to the Managers to inspect
the Vessel for any reason they consider necessary.



 


		15.	COMPLIANCE WITH LAWS AND REGULATIONS ETC.



 


		15.1.	The Managers will not do or permit to be done anything which might cause any breach or infringement
or the laws and regulations of the Vessel’s flag, the classification society or of the Primary Terminals and other places
where she trades.



 


		16.	DURATION OF THE AGREEMENT



 


		16.1.	This Agreement is entered into on the date of signing and shall continue until terminated in accordance
with Clause 17.



 


		17.	TERMINATION



 


		17.1.	If the Managers:



 


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



 


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



 


then the Owners may give notice
to the Managers of the default, requiring them to remedy it (if such default is capable of being remedied) as soon as practically
possible. In the event that the default is not capable of being remedied or the Managers fail to remedy the default within a reasonable
time to the satisfaction of the Owners, the Owners shall be entitled to terminate this Agreement by giving the Managers ninety
(90) days’ written notice.


 


		17.2.	The Owners may also terminate this Agreement by giving the Managers ninety (90) days’ written
notice in the event that the Managers, in the reasonable opinion of the Owners, fail to manage the Vessel in accordance with first
class LNG ship management practice and such failure has not been remedied within a reasonable time after written notice of such
failure.



 


		17.3.	The Managers shall be entitled to terminate the Agreement by notice in writing if:



 


		(i)	any moneys payable by the Owners to the Managers have not been received into the Managers’
Account within thirty (30) days (excluding Saturdays, Sundays and public holidays) of payment having been requested in writing
by the Managers; or






    	25



    	



    

		(ii)	this Agreement or any of the Owners’ rights and/or obligations are assigned to any person
or entity without the Managers’ prior written agreement or approval.



 


		17.4.	This Agreement shall be deemed to be terminated:



 


		(i)	in the case of the sale of the Vessel (other than a sale or transfer to an Affiliate of the Owners);



 


		(ii)	if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged
total loss or is requisitioned for hire; or



 


		(iii)	in the event of an order being made or resolution passed for the winding up, dissolution, liquidation
or bankruptcy of either party (otherwise than of the purpose of a solvent reconstruction or amalgamation) or if a receiver or similar
officer is appointed of the whole or a material part of its assets or if it suspends payment, ceases to carry on business or makes
any special arrangement or composition with its creditors.



 


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



 


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



 


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



 


then the Managers
may give notice to the Owners of the default, requiring them to remedy it (if such default is capable of being remedied) as soon
as practicably possible. In the event that the default is not capable of being remedied or if the Owners fail to remedy the default
within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled to terminate this agreement.


 


		17.6.	[Reserved]



 


		17.7.	Notwithstanding Clauses 17.1 and 17.2, the Owners shall have the right to terminate this Agreement
at any time and for any reason by giving the other party not less than three (3) months’ written notice of their intention
to terminate this Agreement.



 


		17.8.	If the Owners proceed with the employment of, or continue to employ the Vessel in blockade running
or in an unlawful trade or on a voyage, which in the reasonable opinion of the Managers, is unduly hazardous, the Managers may
give notice to the Owners requiring them to cease to employ the Vessel in such manner as soon as possible. If the Owners fail to
comply with such notice within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled to terminate
this Agreement with immediate effect by notice in writing.






    	26



    	



    

		17.9.	The termination of this Agreement shall be without prejudice to all rights accrued due between
the parties prior to the date of termination.



 


		18.	MISCELLANEOUS



 


		18.1.	The confidentiality obligations of the parties are set out in a separate Confidentiality Agreement
that is attached for reference in Annex “G”.



 


		18.2.	A person who is not a party to this Agreement may not enforce, or otherwise have the benefit of,
any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999, but this provision does not affect any
right or remedy of a third party which exists or is available apart from that Act.



 


		18.3.	At the expiry or earlier termination of any existing ship management agreement(s) in relation to
the Vessel, Managers shall co-operate in the transfer arrangements to be notified to the Managers by the Owners and shall facilitate
the smooth transition of all operations and duties to Managers with the minimum of disruption.



 


		18.4.	Either party may at any time assign or transfer to an Affiliate its respective rights and obligations
under this Agreement provided that they first obtain the written consent of the other party. Such consent shall not be unreasonably
withheld, conditioned or delayed and the parties agree to promptly execute any reasonable novation or transfer documentation to
give effect to such an assignment or transfer.



 


		19.	LAW AND ARBITRATION



 


		19.1.	This Agreement shall be governed by and construed in accordance with English law and any dispute
arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration
Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of
this Clause.



 


		19.2.	The arbitration shall be construed and conducted in accordance with the London Maritime Arbitrators
Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The language used for such arbitration
shall be English and the arbitration shall be conducted in London.



 


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






    	27



    	



    

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



 


		19.5.	In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other
sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at
the time when the arbitration proceedings are commenced. The language used for such arbitration shall be English and the arbitration
shall be conducted in London.



 


		20.	NOTICES AND BANK ACCOUNTS



 


		20.1.	Any notice to be given by either party to the other party pursuant to this Agreement shall be in
writing and shall be effective upon delivery pursuant to Clause 20.2 and shall be sent by fax, registered mail or by personal service
to the following addresses:



 


for the Owners:


 


Gas-three Ltd.


Claredon House


2 Church Street


Hamilton HM11


Bermuda


Fax. No.:


Attn:


 


for the Managers:


 


GasLog LNG Services Ltd.

Piraeus Branch Office

69, Akti Miaouli,

185 37 Piraeus, Greece

Fax No: +30 210 4591247


 


Attention: Theodoros Katemidis, General
Manager


 


		20.2.	A notice is deemed to have been received:



 


		(i)	if delivered personally, at the time of delivery;



 


		(ii)	in the case of fax, at the time of transmission;



 


		(iii)	in the case of delivery of courier, on the date of receipt by the courier of written acknowledgement
of such delivery;



 


		(iv)	in the case of pre-paid first class post, recorded delivery or registered post, on receipt; and






    	28



    	



    



		(v)	if deemed receipt under the previous paragraphs of this sub-clause is not within business hours
(meaning 9:00 am to 5:30 pm Monday to Friday (or Sunday to Thursday if the place of receipt is in Egypt) on a day that is not a
public holiday in the place of receipt), when business next starts in the place of receipt.



 


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



 


	 	Account Holder	:	GasLog LNG Services Ltd.
	 	 	 	 
	 	Bank	:	
        CITIBANK INTERNATIONAL plc 

	 	 	 	(47-49, Akti Miaouli, 185 36 Piraeus, Greece)
	 	 	 	 
	 	IBAN	:	GR35 0840 00200 000 00 44 4031026
	 	 	 	 
	 	Account Number	:	044 4031026
	 	 	 	 
	 	Currency	:	Dollars


 


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


 


SIGNED for and on behalf

of GAS-three 

by


 


in the presence of


 


SIGNED for and on behalf 


of GASLOG LNG SERVICES LTD. 


by


 


in the presence of




    	29



    	



    

ANNEX “A”


 


DETAILS OF VESSEL


 


[OWNERS TO PROVIDE ON OR BEFORE EFFECTIVE
DATE]





    	 



    	



    

ANNEX “B”

DETAILS OF CREW / OFFICERS

RATINGS


 


[MANAGERS TO PROVIDE AT LEAST 30 DAYS
PRIOR TO EFFECTIVE DATE]



    	 



    	



    

ANNEX “C”

INITIAL BUDGET


 


To be provided in accordance with Clause 3.3.2 prior to the
Effective Date and once approved by Owners to be inserted




    	 



    	



    

ANNEX “D”

OPERATIONAL AND MAINTENANCE PROTOCOL


 


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


 


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


 


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



 


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


 


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




    	 



    	



    

CREWING


 


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


 


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





    	 



    	



    

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



 


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



 


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





    	 



    	



    

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



 


MAINTENANCE


 


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



 


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




    	 



    	



    

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



 


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



 


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


 


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


 



OPERATIONS


 


		·	The Manager shall establish detailed procedures for all critical operations performed onboard the
Vessel as part of the Vessel’s Safety Management System. These procedures shall be developed and tailored specifically to
the Vessel. Steps 




    	 



    	



    




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



 


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



 


		·	All inhibits on any trip (safety shutdown) and alarm system must be approved by the Master or Chief
Engineer before being applied. A written procedure is necessary to document the operational conditions that must exist before any
trip or alarm may be inhibited and what additional safety measures must be put in place when trips or alarms are inhibited. A daily
log of all inhibited trips and alarms shall be displayed on the bridge and in the engine room.



 


INSPECTIONS


 


		·	The Manager shall arrange on a bi annual basis for a fully accredited OCIMF SIRE inspection of
the ship. A copy of the report issued by the independent accredited inspector is to be made immediately available to Owners. Within
one week of the inspection report being issued the Manager is required to provide a




    	 



    	



    


programme to
the charterer to indicate how and when any of the agreed comments are going to be corrected.


 


		·	The Manager shall arrange for an OCIMF/SIGTTO compliant self assessment inspection and audit to
be carried out onboard the Vessel on an annual basis. This may be carried out as part of the Manager’s internal audit program.
Copies of completed annual assessments are to be kept on board available for inspection by Owners upon request. Where the Managers
are unable to obtain copies of the OCIMF/SIGTTO inspection guidelines, Managers shall apply their own internal audit/inspection
procedures providing that the Manager’s inspection guidelines are subject to review and approval by Owners.



 


		·	The Manager shall arrange for Owners’ representative to carry out a detailed assessment and
operational audit of the Manager’s head office facilities a minimum of once every two (2) years. The inspection will include
but not be limited to Company Profile, Management Review, Document Control, Fleet Management, ISM Safety Management System, Corrective
Action, Recruitment and Training, Health, Safety and Environmental Protection, Technical Support, Navigation, Safe Mooring, and
Emergency Response.



 


		·	The Managers shall ensure that a Vessel inspection report in accordance with Owners’ format
is completed annually. This inspection report is to be completed by attending manager’s superintendents during a twelve month
period, ensuring that all items are addressed during that period. Copies of completed reports are to be submitted to Owners annually.
The Managers may utilize their own internal inspection format and checklist if Owners’ can review and approve inspection
guidelines prior to their use.



 


		·	Owners, or their designated representatives, will arrange for qualified auditors to carry out annual
audits of the Vessel to confirm that the Vessels safety, quality and environmental protection system is functioning effectively.
The Managers are to provide corrective actions to any non-conformities identified during the audits within thirty days of receiving
the audit report. Confirmation of implementation is to be carried out at the next audit. Items that would normally be considered
non-conformities would include, but not be limited to; crew members not properly qualified or certified, deteriorated physical
conditions on the Vessel or equipment malfunctions with no documented schedule for repair, lack of documentation control, insufficient
spare parts for normal maintenance, poor accuracy of onboard spare parts inventory, and lack of procedures for work being performed.



 


		·	Owners, or their designated representatives, shall arrange for qualified surveyors to carry out
inspections and a condition assessment of the Vessel while undergoing a drydock overhaul as necessary to verify proper planning
and adherence to the approved Master Maintenance Plan.



 


The Managers will implement contingency
planning to be activated in the event of any emergency occurring on or to the Vessel and shall ensure that the contingency plan
is 




    	 



    	



    

exercised annually with the participation
of Owners. A copy of the Manager’s contingency plan is to be provided to Owners who shall be included in the Emergency Contact
Chart and the nominated recipients for amendments. 




    	 



    	



    

ANNEX “E”

PERMANENT INSTRUCTIONS


 


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




    	 



    	



    

ANNEX “F”

FORM OF ACCOUNTING SYSTEM


 


[MANAGERS TO PROVIDE] 




    	 



    	



    

ANNEX “G”

CONFIDENTIALITY AGREEMENT


 


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


 


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


 


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


 


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


 


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




    	 



    	



    

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


 


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


 


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


 


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


 


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


 


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


 


4.CHOICE OF LAW. This Agreement
shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement
shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or reenactment
thereof save to the extent necessary to give effect to the provisions of this Clause. Any dispute arising under this Agreement
shall be resolved pursuant to the arbitration provisions set forth in Article 19 of the Management Agreement.


 


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




    	 



    	



    

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


 


	
        SIGNED for and on behalf 

        of GAS-three LTD. 

        by

         

        in the presence of 
	 


 

	
        SIGNED for and on behalf 

        of GASLOG LNG SERVICES LTD. 

        by

         

        in the presence of 
	 




    	 



    	



    

ANNEX “H”

INCENTIVE BONUS PLAN


 


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


 


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


 


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


 


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


 


Key Performance Indicators (KPIs)


 


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


 


	KPI	 	Maximum acceptable	 	Bonus


 


HSSE 


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





    	 



    	



    

	Vessel Performance	 	 	 	 
	 	 	 	 	 
	Off hire	 	12 hours (assuming 4 days per annum total maintenance
    window (2 days every 6 months) or any other instances with permission) 	 	No off hire
	 	 	 	 	 
	Vetting	 	Total deficiencies per inspection 12 low risk – 1
    high risk	 	5 low risk
	 	 	 	 	 
	Port State Control	 	No requirements for rectification prior to departure	 	Maximum 2 observations (recorded on Equasis) per vessel
    inspection
	 	 	 	 	 
	Fuel consumption (using conversion
    )	 	Fuel consumption (as measured during quarterly Kyma Performance
    Trials) equal to that which is indicated in the Gas form C	 	5% or more less than that which is indicated in the Gas
    Form C
	 	 	 	 	 
	Heel management	 	Requires two hours cool down alongside	 	Fully in compliance with voyage orders (e.g. 1 day heel
    on arrival and at temperature to load or as instructed by voyage)
	 	 	 	 	 
	Dry dock control - delivery after
    repair     (discounting yard delays)	 	2 days delay from initial planned delivery date	 	Delivery on time
	 	 	 	 	 
	 	 	 	 	 
	Financial Performance	 	 	 	 
	 	 	 	 	 
	Compliance with annual budget, against
    declared expenditure, allowing for exchange rate fluctuations $ to € and approved extra items	 	0% above approved budget	 	Below the approved budget (excluding approved extra items)
    at an amount to be mutually agreed annually






    	 



    	



    



	Dry docking budget	 	0% above approved budget	 	Below the approved budget (excluding
    approved extra items) at an amount to be mutually agreed at the award of the drydock contract




    	 



    	



    

ANNEX “I”


 


PRIMARY TERMINALS


 


	 Load	 	Country	 	Status	 
	Gladstone	 	Australia	 	* 2	 
	Withnell Bay	 	Australia	 	1	 
	Pluto	 	Australia	 	1	 
	Idku	 	Egypt	 	1	 
	Damietta	 	Egypt	 	1	 
	Punta Europa	 	Equatorial Guinea	 	1	 
	Discharge	 	Country	 	Status	 
	Bahia Blanca FSRU	 	Argentina	 	1	 
	Zeebrugge	 	Belgium	 	1	 
	Pecem	 	Brazil	 	1	 
	Guanabara Bay	 	Brazil	 	1	 
	Canaport	 	Canada	 	1	 
	Mejillones	 	Chile	 	1	 
	Quintero	 	Chile	 	1	 
	Dalian	 	China	 	1	 
	Fujian	 	China	 	1	 
	Guangdong	 	China	 	1	 
	Jiangsu	 	China	 	1	 
	Shanghai	 	China	 	1	 
	Zhejiang	 	China	 	1	 
	Zhuhai	 	China	 	*2	 
	Montoir	 	France	 	1	 
	Revithoussa	 	Greece	 	1	 
	Dahej	 	India	 	1	 
	Hazira	 	India	 	1	 
	Chita	 	Japan	 	1	 
	Futtsu	 	Japan	 	1	 
	Himeji	 	Japan	 	1	 
	Senboku II	 	Japan	 	1	 
	Kawagoe	 	Japan	 	1	 
	Sodeshi	 	Japan	 	1	 
	Niigata	 	Japan	 	1	 
	Tobata	 	Japan	 	1	 
	Hitachi	 	Japan	 	*2	 
	Joetsu Thermal Power	 	Japan	 	1	 
	INPEX Naoetsu	 	Japan	 	1A	 
	Negishi	 	Japan	 	1	 
	Yanai	 	Japan	 	1	 
	Sodegaura 	 	Japan	 	1	 
	Ohgishima	 	Japan	 	1	 
	Oita	 	Japan	 	1	 
	Sakai	 	Japan	 	1	 



 


	 Load	 	Country	 	Status	 
	Bonny Island (Jetty 1,2)	 	Nigeria	 	1	 
	Snohvit	 	Norway	 	*4	 
	Point Fortin 	 	Trinidad	 	1	 
	Das Island	 	UAE	 	1	 
	Lake Charles 	 	USA	 	1	 
	Sabine Pass (Cheniere)*	 	USA	 	1	 
	Discharge	 	Country	 	Status	 
	Incheon	 	Korea	 	1	 
	Pyeongtaek	 	Korea	 	1	 
	Tongyeong	 	Korea	 	1	 
	Gwang Yang	 	Korea	 	1	 
	Mina Al Ahmadi	 	Kuwait	 	1	 
	Bintulu	 	Malaysia	 	1	 
	Altamira	 	Mexico	 	1	 
	Costa Azul	 	Mexico	 	1	 
	Sines	 	Portugal	 	1	 
	Ras Laffan	 	Qatar	 	1	 
	Singapore	 	Singapore	 	1	 
	Barcelona	 	Spain	 	1	 
	Bilbao	 	Spain	 	1	 
	Cartagena	 	Spain	 	1	 
	Huelva	 	Spain	 	1	 
	Sagunto	 	Spain	 	1	 
	Map Ta Phut	 	Thailand	 	1	 
	Rotterdam	 	The Netherlands	 	1	 
	Yung-An	 	Taiwan	 	1	 
	Taichung	 	Taiwan	 	1	 
	Aliaga	 	Turkey	 	1	 
	Marmara Ereglisi	 	Turkey	 	*3	 
	Jebel Ali FSRU	 	UAE	 	1	 
	Elba Island	 	USA	 	1	 
	Cameron	 	USA	 	1	 
	Pascagoula	 	USA	 	1	 
	Freeport	 	USA	 	1	 
	Isle of Grain	 	UK	 	1	 
	Dragon	 	UK	 	1	 






    	 



    	



    



* 1 A - Primary Terminals ~ Pending 


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


 


*2 Terminals Under Construction 


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


 


*3 Terminals With Compatibility
Issues


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


 


*4 Terminals Pending Further Data 


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