Exhibit
4.90


 


 


Dated
22nd APRIL 2020


 








 


 


  


Brooge
Petroleum and Gas Investment Company


as
Operator


 


 


 


 


–  and
–


 


 


 


 


 


TOTSA
TOTAL OIL TRADING SA


as
Customer


 


 


 


 


 


 


 


 


 


 


 


 


Commercial
Storage Agreement


 


 


 




     


     


    

  


The
parties listed below agree, in this Commercial Storage Agreement (the “Agreement”) dated as of 22nd
April 2020 and executed in Abu Dhabi, UAE, the following:


 


	Key
Commercial Terms
	1.	Operator	Brooge
    Petroleum and Gas Investment Company, a company incorporated in Fujairah Free Zone, having registration
    number13-FZC-1117 and registered PO Box 50170 Fujairah United Arab Emirates (the “Operator” or
    “BPGIC”).
	2.	Customer	Totsa
    Total Oil Trading SA, a company incorporated in Switzerland and registered office at 10, route de l’aéroport,
    CH 1215 Geneva Switzerland (the “Customer”).
	3.	Agreement
    to provide Services	The
    Operator agrees to provide the Services in relation to the Product at the Terminal, and the Customer wishes to store the Product
    at the Terminal and desires to purchase storage related handling services from the Operator on the terms and conditions set
    out in this Agreement.
	4.	Agreement	This
    Agreement comprises these Key Commercial Terms and the General Terms and Conditions (“GTCs”) which are
    attached to this Agreement and are hereby incorporated by reference in this Agreement as if they were set out in full and
    shall apply to the provisions of this Agreement, subject to Clause 1.4 of the GTCs.


 


 


  


Hogan
Lovells (Middle East) LLP


19th
Floor, Al Fattan Currency Tower, Dubai International Financial Centre, PO Box 506602, Dubai,


UAE


 




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	5.	Definitions	In
    this Agreement, capitalised words and expressions have the meanings set out for them (whether by incorporation, cross-reference
    or otherwise) in the GTCs, unless otherwise defined in this Agreement or the context otherwise requires. In addition, 
	 	 	 	 
	 	 	1.
    	“Circulation
    Charges” means the charges described in Box 16 of these Key Commercial Terms: 
	 	 	 	 
	 	 	2.
    	“Clause(s)” means the
    provision(s) and stipulation(s) of the GTCs; 
	 	 	 	 
	 	 	3.
    	“Commencement
    Date” means: 28th April 2020 
	 	 	 	 
	 	 	4.
    	“Excess Throughput
    Charges” means the charges described in Box 14 of these Key Commercial Terms: 
	 	 	 	 
	 	 	5.
    	“Fee”
    means, in respect of each month an amount equal to the aggregate of the Rental and Handling Charge, the Excess Throughput
    Charges, the Tank Cleaning Charges, the Circulation Charges, the Tank Heating Charges, the Inter Tank Transfer Charges, and
    the TopSide Facility Charges for such month; 
	 	 	 	 
	 	 	6.
    	“Finance
    Party” means any person providing debt financing to the Operator in connection with the Terminal (excluding any
    shareholder of the Operator or any Affiliate of any shareholder); 
	 	 	 	 
	 	 	7.
    	“Floor
    Price” has the meaning given to it in Box 13 of these Key Commercial Terms; 
	 	 	 	 
	 	 	8.
    	“Guarantee”
    means the guarantee to be provided pursuant to Box 6 of these Key Commercial Terms; 
	 	 	 	 
	 	 	9.
    	“Guarantor”
    has the meaning given to it in Box 6 of these Key Commercial Terms; 
	 	 	 	 
	 	 	10. 	“GTCs”
    has the meaning given to it in Box 4 of these Key Commercial Terms; 
	 	 	 	 
	 	 	11. 	“Inter-Tank
    Transfer Charges” means the charges described in Box 18 of these Key Commercial Terms; 


 




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	 	 	12.	“Key
    Commercial Terms” means the provisions of Box 1 to 22;
	 	 	 	 
	 	 	13.	“Market
    Price” has the meaning given to it in Box 13 of these Key Commercial Terms;
	 	 	 	 
	 	 	14.	“POF”
    has the meaning given to it in Box 9 of these Key Commercial Terms;
	 	 	 	 
	 	 	15.	“Product”
    has the meaning given to it in Box 8 of these Key Commercial Terms;
	 	 	 	 
	 	 	16.	“Rental and
    Handling Charges” means the charges described in Box 13 of these Key Commercial Terms;
	 	 	 	 
	 	 	17.	“Services”
    has the meaning given to it in Box 10 of these Key Commercial Terms;
	 	 	 	 
	 	 	18.	“Storage
    Facilities” means any storage space with pipelines, pumps, component parts and equipment and appliances belonging
    thereto, which are within the Terminal, to be made available to or to be used by the Operator for the purpose of carrying
    out the Services pursuant to the Agreement;
	 	 	 	 
	 	 	19.	“Tank
    Cleaning Charges” means the charges described in Box 15 of these Key Commercial Terms;
	 	 	 	 
	 	 	20.	“Tank
    Heating Charges” means the charges described in Box 17 of these Key Commercial Terms;
	 	 	 	 
	 	 	21.	“Tank
    Turn” means a volume of Product equal to the Volume
    Commitment;
	 	 	 	 
	 	 	22.	“Term”
    has the meaning given to it in Box 7 of these Key Commercial
    Terms;
	 	 	 	 
	 	 	23.	“Terminal”
    means the petroleum crude and product storage terminal described in Box 9 of these Key Commercial Terms;


  




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	 	 	24.	“TopSide Facility
    Charges” means the charges described in Box 19 of these Key Commercial Terms; and
	 	 	 	 
	 	 	25.	“Volume Commitment” has the meaning given to it in Box 11 of these Key Commercial Terms.;
    and
	 	 	 	 
	 	 	26.	“Port Dues” has the meaning given to it in Box 20 of these Key Commercial Terms.
	 	 	 	 
	 	 	27.	“Wharfage Facility Charges” has the meaning given to it in Box 20 of these Key Commercial Terms.
	 	 	 	 
	6.	Guarantee	Not used.
	7.	Period of Agreement	The
obligations under this Agreement (including the obligation of the Operator to provide the Services and of the Customer to pay
the Fee) shall begin on the Commencement Date, and shall subject to the terms of this Agreement continue for a period of 6 months,
i.e. 28th  April 2020 to 8th November 2020 (the “Term”). The Agreement can be renewed
based on mutual agreement one month prior to the expiry of the Term, for a further 6 months.
	8.	Product	The
    Product shall comprise petroleum products (Gasoline and Components) delivered by the Customer to the Operator for the
    purposes of carrying out the Services, as described in the Port Rules for Topside  Facility Operations (the “Top
    Side Rules”) and the type and specifications of which shall be pre-agreed by the parties prior to
    delivery.
	9.	Terminal	Terminal
    means the 399,324 cubic metre capacity fuel oil and product storage terminal developed by BPGIC in the Emirate of Fujairah,
    and more specifically, located near the Port of Fujairah (“POF”). United Arab Emirates and any other premises,
    office, building, Storage Facilities (as defined in the GTCs), tank, and pipeline at which or in which Services are provided
    to the Customer in accordance with this Agreement by the Operator or any third party appointed by the Operator.



 



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	10.	Services	The Services
        shall comprise any or all operations carried out or to be carried out by the Operator in respect of the Product at, outside or
        through the Terminal, inclusive of but not restricted to:
	 	 	 
	 	 	1.	
        making
storage space available in respect of the Volume Commitment; 

	 	 	 	 
	 	 	2.	
        storing,
manipulating (which shall be deemed to include the through-pumping of the Product between the matrix manifold and the Terminal),
moving, treating, processing and delivering; and 

	 	 	 	 
	 	 	3.	
        administrative
        handling of the Product (including preparing shipping documentation for, dealing with mandatory government reporting
        and/or other administrative activities related to the Product).

	 	 	 	 
	 	 	The
    Operator shall prepare the bills of lading in the BIMCO CONGENBILL 94 format as per Annex (CONGENBILL Edition 1994 adopted
    by the Baltic and International Maritime Council) for the Master or agent(s) to sign; and
	 	 	 
	 	 	4.	
        ensuring
        all measurement devices (including but not limited to automatic tank gauging system, are in accordance with officially
        approved international standards and to have ensure appropriate certificates of periodic calibration, duly updated are
        available

	 	 	 	 
	 	 	5.	 taking
        daily gauges of Customer’s Product in storage and deliver to the Customer the close of each day by confirmed facsimile,
        email, electronic data exchange and control services as agreed, daily inventory reports in a form reasonably acceptable
        by the Customer; and





 






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	 	 	6.	
        To ensure that for all movements of Products, the Independent
Inspector and (if necessary upon the Customer’s option) the Customer’s representatives will at all times have free access to the
Terminal with the performance of this Contract

        

	 	 	For
    the avoidance of doubt, the Operator is entitled to sub-contract all or part of the Services to a sub-contractor or
    third-party operator at its sole discretion.
	 	 	The Operator shall not under any circumstances dispose
of or otherwise part with possession of the Customer’s Products except in accordance with the written instructions of the Customer
or any person authorized in writing by the Customer to provide such instructions.
	11.	Volume Commitment for Storage	The
    Customer commits to renting a storage capacity of 129,000 cbm at the Terminal (the “Volume Commitment”) commenced
    on staggered bases, being 61,072 cbm as on 28th April 2020, and the remaining 67,928 cbm as on 8th May
    2020, subject to the terms of this Agreement.
	12.	Payment	The Operator shall invoice, and the Customer shall pay in accordance with this Agreement the aggregate for each month during the Term an amount equal to the aggregate of:
	 	 	 
	 	 	1.	
        the Rental and Handling Charges;

	 	 	2.	
        the Excess Throughput Charges;

	 	 	3.	the Tank Cleaning Charges;
	 	 	 	 
	 	 	4.	the Circulation Charges;
	 	 	 	 
	 	 	5.	
        the Inter-Tank Transfer Charges;
and

	 	 	6.	
        the Port of Fujairah tariffs including
but not limited to Wharfage Facility Charges; and the TopSide Facility Charges, 

	 	 	 	 
	 	 	for such month.



     






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	13.	Rental and Handling Charges	For each month, during the Term, the Rental and Handling Charges shall be determined as the Volume Commitment multiplied by the higher of:
	 	 	 	 
	 	 	1.	
                         per cbm per month. (“Floor
        Price”)

         

        The applicable market price (the
        “Market Price”) for storage (in US dollars per m3 per month) as determined by the Operator
        not less than 30 days in advance for each calendar year, in case applicable for longer term contracts in case this Agreement
        was mutually renewed for longer terms.

	 	 	 	 
	14.	Excess
    Throughput Charges	The
                                         Customer shall have at no extra cost a throughput allowance equal to 1
                                         (one) tank turn of 129,000 M3 per month. Tank turn means a volume
                                         of product equal to the Volume Commitment. If the Customer exceeds this allowance, the
                                         Customer shall pay to the Operator, Excess Throughput Charges in respect of the excess
                                         above the Volume Commitment delivered or redelivered at a rate in          per
                                         cbm of the volume of the product handled per each import/export. Excess Throughput Charges
                                         will be reviewed and may be adjusted annually by the Operator.

                                                                     

                                                                    Unused free throughput cannot be carried forward to subsequent months.

	 	 	 
	15.	Tank Cleaning Charges	If
    the Customer requires a tank allocated to it to be cleaned as a result of the Customer requesting a change in the Product
    stored in that tank, or in the event of the expiration/termination of the Agreement; the Customer shall pay an amount equal
    to the costs incurred by the Operator in managing and procuring the cleaning of the tank or tanks. A third-party surveyor
    engaged by the Customer shall inspect and test the tank for cleanliness.
	 	 	 
	16.	Circulation Charges	The
    Customer shall pay to the Operator circulation charges (“Circulation Charges”) at a           per
    hour in case such a service is requested by the Customer.
	 	 	 
	17.	Tank Heating	Not applicable for the required products



 






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	18.	Inter-Tank Transfers	If
    the Customer requests, and the Operator consents to, the transfer of the Customer’s Product from one tank to another,
    the Customer shall pay Inter Tank Transfer Charges to the Operator at the amount of             per
    cbm of Product transferred between any tanks at the same Terminal and measured at ambient temperature during the transfer
    per month. The custody transfer volume will be based on the issuing tank level gauge computation.
	19.	TopSide Facility Charges	The Customer will pay the Operator on a pass-through basis the TopSide Facility charges as charged by the POF as further set out in Clause 11 of the GTCs.
	20.	Port Dues and Wharfage Facility Charges	Port
dues and any other charges (including Wharfage Facility Charges) imposed by the POF on the Customer’s vessels as defined
in the port of Fujairah Port Tariff (effective from 1 May 2008) as amended from time to time or any other applicable charges shall
be borne directly by the Customer and are not applicable to this Agreement. To the extent these amounts are invoiced directly
to the Operator rather than the Customer, the Customer shall repay the Operator all such amounts upon receipt of an invoice in
respect of such charges from the Operator in accordance with the provisions of Clause 11.

                                                                                                                                               

                                                                                Any
duties or taxes levied by any competent authority will be payable by the Customer as further set out in Clause 3.10 of the GTCs.

	21.	Change in law	Any
material increase in costs reasonably incurred or to be incurred and properly evidenced and satisfactorily documented by BPGIC
in performing its obligations under this Agreement, including any material increase that arises as a direct result of a change
in law (including a change in interpretation of an existing law), regulation (including a change in interpretation of an existing
regulation) or tax, will be borne by the Customer on a pro rata basis, that is pro rata to the proportion which its Volume Commitment
bears to the total storage capacity of the Terminal, by means of an adjustment to the appropriate element(s) of the Fee.



  






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In
witness whereof the Parties hereto have entered into
this Agreement on the day and year first above written.


 


	/s/ Nicolaas L. Paardenkooper	 
	Signed by
	Nicolaas L. Paardenkooper

Chief Executive Officer
	for and on behalf of
	Brooge Petroleum and Gas Investment Company
	 	 	 
	In the presence of:	 
	 	 
	/s/ Meclomen Maramot	 
	Name:  	MECLOMEN MARAMOT	 
	 	 	 
	/s/ Benoit
    Renie	 
	Signed by	 
	Benoit Renie	 
	Senior Vice President Product Trading	 
	for and on behalf of	 
	Totsa Total Oil Trading SA	 
	 	 	 
	In
    the presence of:	 
	 	 
	      	 
	Name:	 	 



 






    -10-


     


    

 


	Dated		2020 



 


 


 


 


 


 


 


 


 


 


General
Terms and Conditions


 


for


 


Tank
Storage and Handling of Products


 


 


 


 


 


 


 


 


 


 


 


 


 





  


Hogan
Lovells (Middle East) LLP


19th
Floor, AI Fattan Currency Tower, Dubai International Financial Centre, PO Box 506602, Dubai,


UAE


 






     


     


    

 





Contents


 


	Clause	 	Page
	 	 	 
	2.	Applicability
                                         of GTCs	 	2
	 	 	 	 
	3.	Products	 	2
	 	 	 	 
	4.	Storage
                                         Facilities	 	6
	 	 	 	 
	5.	Operation
                                         and Maintenance of Storage Facilities	 	7
	 	 	 	 
	6.	Delivery
                                         and Redelivery	 	8
	 	 	 	 
	7.	Delivery
                                         and Redelivery Requirements	 	8
	 	 	 	 
	8.	Handling
                                         of Vessels	 	9
	 		 	 
	9.	Determination
                                         of Quantities	 	11
	 	 	 	 
	10.	Access
                                         to Terminal	 	11
	 	 	 	 
	11.	Conditions
                                         of Payment	 	12
	 	 	 	 
	12.	Third
                                         Party Charges and Sums on Products	 	14
	 	 	 	 
	13.	Rights
                                         of Lien and Retention	 	14
	 	 	 	 
	14.	Transfer
                                         of Ownership	 	14
	 	 	 	 
	15.	Representations
                                         and Warranties	 	14
	 	 	 	 
	16.	Termination	 	15
	 	 	 	 
	17.	After
                                         Termination	 	17
	 	 	 	 
	18.	Force
                                         Majeure	 	18
	 	 	 	 
	19.	Liability	 	20
	 	 	 	 
	20.	Insurance	 	22
	 	 	 	 
	21.	Confidentiality	 	23
	 	 	 	 
	22.	Cumulative
                                         Rights and Remedies	 	24
	 	 	 	 
	23.	Compliance
                                         with Statutes		24
	 	 	 	 
	24.	Notices	 	24
	 	 	 	 
	25.	Assignment	 	25
	 	 	 	 
	26.	Consent
                                         or Waiver	 	25
	 	 	 	 
	27.	Severability		25
	 	 	 	 
	28.	Applicable
                                         Law	 	25
	 	 	 	 
	29.	Notice
                                         of Dispute	 	26
	 	 	 	 
	30.	Arbitration	 	26
	 	 	 	 
	31.	Third
                                         Party Rights	 	26
	 	 	 	 
	32.	Accidental
                                         Reporting	 	26
	 	 	 	 
	33.	Anti-corruption		27



 






     


     


    

 





	1.	DEFINITIONS
                                         AND INTERPRETATION



 


	1.1	Definitions



 


In
this Agreement:


 


“Additional
Documents” has the meaning as ascrbied to it in Clause 3.2.


 


“Affiliate”
means a Party or person Controlling, Controlled by or under common Control with another Party.




 


“Agreement” means this Agreement comprised of the Key Commercial Terms and the GTCs or any agreement made in writing
between the Customer and the Operator for the carrying out the Services.




 


“Applicable
Laws” means any federal. emirate, municipal or authority statute, ordinance, regulation, guideline, rule, code, direction
or any licence, consent, permit, authorisation or other approval, including any conditions attached thereto, of the United Arab
Emirates, the Emirate of Fujairah or any public body or authority, local or federal agency, department, Inspector, ministry, official
or public or statutory person which has appropriate jurisdiction.


 


“Business
Day” means any day excluding Friday and Saturday and any day which shall be a legal holiday or a day on which banking
Institutions are authorised or required by law or other governmental action to be closed in the United Arab Emirates;


 


“Control”
in relation to a body corporate means the ability of a person to ensure that the activities and business of that body
corporate are conducted in accordance with the wishes of that person and a person shall be deemed to have Control of a body
corporate if that person possesses the majority of the issued share capital or the voting rights in that body corporate or
the right to appoint or remove directors of that body corporate holding a majority of the voting rights at meetings of the
board of directors (or equivalent management organ) on all, or substantially all, matters, and except as expressly provided
in this Agreement cognates of the term Control shall be construed accordingly.


 


“Customer”
means the Customer as specified in the Key Commercial Terms.


 


“Dispute”
has the meaning given to it in Clause 28.


 


“Energy
Institute” means the professional body for the energy industry, based in the UK.


 


“Failure
to Pay Notice” has the meaning given to it in Clause 13.2.




 


“Force
Majeure” has the meaning given to it in Clause 18.1.


 


“LIBOR” means the British Bankers· Association Interest Settlement Rate for dollars for a period of one month,
displayed on the appropriate page of the Reuters screen.


 


“Loss” means
any loss, damage, cost and expense suffered by the claimant due to the loss, destruction or damage of any property (including
the property of the claimant) or from any damage to the environment or from the death or injury of any person
(including the claimant).


 


  “Maintenance Works” means checking, maintenance, repair and alteration work to the Terminal as per Clause 5.1.




 


“OT1”
and” OT2” means all permanent existing and planned oil tanker berths at Oil Tanker Terminal 1 and Oil Tanker
Terminal 2 within the Port of Fujairah, along with the installations related thereto.


 






     


     


    

 


“Party”
and “Parties” means the Customer and the Operator individually and collectively as the context may require.


 


“Port
Regulations” means any rules, regulations, ordinances, procedures, directives, requirements, policies, standards or information
of any kind, whether currently in force or introduced from time to time, produced by the POF in connection with POF and with which
users of POF are required to comply, including the Port Guidelines, the Port Ordinance 1982, and the Top Side Rules, as may be
amended from time to time.


 


“Reasonable
and Prudent Operator” means a person seeking in good faith to perform its contractual obligations and in so doing and
in the general conduct of its undertaking exercising that degree of skill, diligence, prudence and foresight which would reasonably
and ordinarily be expected from a skilled and experienced operator complying with the Port Regulations and all Applicable Laws
and engaged in the same type of undertaking under the same or similar circumstances and conditions as contemplated by this Agreement.


 


“Rules”
has the meaning given to it in Clause 30.1.


 


“Security
Trustee” has the meaning given to it in Clause 16.3.


 


“Standards
of a Reasonable and Prudent Operator” means the standards, practices, methods and procedures expected from a
Reasonable and Prudent Operator.


 


“Termination
Sum” means an amount equal to the aggregate amount that would have become due in respect of the Rental and Handling
Charge (fixed at the higher of the Floor Price or the latest Market Price) under this Agreement until the date on which this
Agreement would have expired in accordance with its terms.


 


“Vessel”
means any boat, ship or tanker delivering Product to the Terminal via the OT1. OT2 or any future jetties or any single buoy
mooring system.


 


	1.2	Interpretation



 


Words
importing the singular only also include the plural and vice versa where the context requires; words and expressions importing
the masculine gender include the feminine; reference to person includes any public body and any body of persons incorporate or
unincorporate.


 


	1.3	Headings



 


Clause
headings shall be deemed not to be part of the Agreement and shall not be taken into account in the interpretation thereof.


 


	1.4	Prevalence



 


The
provisions of the Key Commercial Terms and the Clauses of the GTCs are to be read as mutually explanatory one of another, but
in case of conflict, discrepancy in or divergence between the provisions of the Key Commercial Terms and the Clauses of this Agreement
the provisions of the Key Commercial Terms shall prevail.


 


	2.	Applicability
                                         of GTCs



 


All
Services shall be provided and carried out pursuant to this Agreement, unless otherwise agreed in writing by the Parties.


 






    2


     


    

 





	3.	Products



 


	3.1	Description



 


For
each cargo of Product to be delivered to the Terminal the Customer shall, when required by the Operator in accordance with
the Operator’s normal operating procedures, furnish to the Operator a correct and full written description of the
Products as may be reasonably requested by the Operator and shall include: their nature, type, quality, composition,
temperature, weight, volume, value, source, origin, hazard classification, their pressure and in addition thereto all
physical/chemical properties including but not restricted to: boiling point, flash point, vapour pressure, toxicity, melting
point, coagulation point, viscosity, degradableness in water, stability, corrosivenes, sacidity, static loading, smell level,
MAC/PEL value and all particulars, knowledge of which is material to the Operator for the provision of the Services or
alternatively, which is of such nature that the Agreement would not have been entered into or not on the same conditions, if
the Operator had had knowledge of those particulars. Such description shall be provided by the Customer in the form specified
by the Operator.


 


	3.2	Additional
                                         Documents



 


The
Customer agrees to execute in its name, pay for, and furnish to the Operator timely before the receipt of the Products all
information, documents, permits, approvals and other materials and data (“Additional Documents”) which may
be required by any Applicable Law including statutes, ordinances, rules, or regulations of any public authority relating to
the description, receipt, storing, handling (loading/unloading), blending, shipping, or disposal of the Products or their
waste or waste products, to or from the Terminal together with detailed written instructions as to their use and
disposition.


 


	3.3	Notification



 


The
Customer shall as soon as practically possible notify the Operator in writing of new data with regard to the Products falling
under the Agreement that become known during the duration of the Agreement.


 


	3.4	No
                                         Cognizance



 


The
Operator shall not be deemed to have knowledge of the description of the Products, if the descriptions referred to in Clause 3.1
and/or the Additional Documents as per Clause


3.2
are not materially complete or correct. The Operator may accept delivery of the Products notwithstanding the Operator’s knowledge
of any incorrect or incomplete description of the Products and/or incorrect or incomplete Additional Documents (having notified
the Customer of such), and if the Operator shall choose to take delivery of the Products for any reason whatsoever:


 


		(a)	the
                                         Customer shall bear the risk and expense of any necessary measures carried out by the
                                         Operator in respect of the Products arising from such incorrect or incomplete description
                                         and/or such incorrect or incomplete Additional Documents and shall indemnify the Operator
                                         against all Loss arising from such measures; and



 


		(b)	the
Operator shall not be liable for any Loss arising from such taking of delivery of the Products,
	 	 	 
	 	save in each case to the extent such Loss arises from the gross negligence or wilful misconduct of the Operator.



 






    3


     


    

 





	3.5	Inspection
                                         of Products



 


		(a)	The
                                         Operator is not bound to check the Products or their quality, conditions and conformity
                                         with their description and/or, as the case maybe, the completeness or correctness of
                                         the Additional Documents. Without prejudice to Clause 3.4, the Operator shall, however,
                                         be entitled, on or before taking delivery of any Products, to measure, test or examine
                                         the Products and check the Additional Documents for the purposes of inspection or verification if
                                         the Operator suspects that the contents have been incompletely or incorrectly described
                                         and/or incomplete or incorrect Additional Documents have been furnished to the Operator.
                                         The Customer shall bear the cost of the Operator’s inspection and verification.



 


		(b)	The
                                         Customer may appoint, at its own cost and expense, an independent inspector(s), the identity
                                         of which shall be approved by the Operator, to ascertain the quality of the Products
                                         at the Terminal. The decision of such inspector(s), if appointed, shall be treated and
                                         accepted by the Customer and the Operator as conclusive and shall be final and binding
                                         upon the Operator and the Customer, save in the case of fraud or manifest error, as to
                                         the quality of the Products so loaded or unloaded. If no inspector is appointed, then
                                         in such an event the qualities ascertained by the Operator shall be binding for both
                                         Parties.



 


	3.6	Delivery
                                         of Products



 


		(a)	Any
                                         taking of delivery of the Products by the Operator shall not constitute proof that the
                                         Products were delivered in a good and undamaged condition.



 


		(b)	The
                                         Operator shall, as soon as possible, notify the Customer of any damage or defect of
                                         the Products and/or incompleteness or incorrectness of the description of the Products
                                         or the Additional Documents, which is apparent at the time of delivery thereof but the
                                         Customer shall not make any claim against the Operator by reason of the fact that it
                                         has not been so notified.



 


		(c)	The
                                         Operator shall be entitled, at the expense of the Customer, to do all things necessary
                                         to prevent or reduce further deterioration in the condition of the Products and to arrange for
                                         a report to be made on the condition of the Products or, as the case may be, arrange
                                         for the correction or completeness of the Additional Documents, without being liable
                                         for any Loss arising from doing such things and the Customer shall indemnify the Operator
                                         against such Loss save where such Loss arises from the gross negligence or wilful misconduct
                                         of the Operator.



 


	3.7	Refusal
                                         of Products



 


Notwithstanding
other provisions of the Agreement, the Operator shall be entitled to refuse to take delivery of the Products or to carry out any
Services if the acceptance of Product or carrying out of Services may in the reasonable opinion of the Operator result in:


 


		(a)	the
                                         Products delivered purportedly as the Products do not conform with the description thereof
                                         provided by the Customer as per Clause 3.1 and/or are not furnished with complete or
                                         correct Additional Documents as per Clause 3.2;



 


		(b)	danger
                                         or damage either to persons, goods, the Terminal or property generally;



 


		(c)	any
                                         environmental damage; or



 


		(d)	a
                                         violation of the Port Regulations or Applicable Laws.



 






    4


     


    

 


	3.8	If
                                         the Products are at the Terminal and, in the reasonable opinion of the Operator, do not
                                         conform with the description thereof provided by the Customer as per Clause 3.1 and/or
                                         are not furnished with complete or correct Additional Documents as per Clause 3.2, the
                                         Operator shall be entitled to remove the Products forthwith at the risk and expense
                                         of the Customer if the carrying out of the Services may lead to a claim.



 


	3.9	Admission
                                         to Terminal



 


If
the Operator gives its consent to admit to the Terminal the Products, whose quality deviates from the description referred to
in Clause 3.1 and/or, as the case may be, the Additional Documents are incomplete or incorrect as per Clause 3.2, all the necessary
extra operations, of any nature whatsoever, which are carried out in relation to those Products and all further consequences shall
be for the account of the Customer.


 


	3.10	Duties,
                                         Taxes and Charges



 


If
the Products are or may be subject to duties, taxation or other charges by the competent authorities, the Customer shall reasonably
in advance furnish to the Operator, all information and documents required by the Operator to enable the Operator to make the
appropriate declarations to such authorities for such purposes or to facilitate the Operator’s dealings with such authorities.
The Customer shall be liable for and shall indemnify the Operator against any Loss, penalties, taxes or duties paid or payable
by the Operator in connection with the Product.


 


	3.11	Warranty



 


The
Customer warrants that the Products:


 


		(a)	will
                                         cause no damage to the Storage Facilities and/or ancillary equipment of the Terminal;



 


		(b)	will
                                         not render, after cleaning, the Storage Facilities unfit for the proper storage of water
                                         white chemicals; and



 


		(c)	may
                                         lawfully be stored at the Terminal.



 


The
Customer shall be responsible for all fines, penalties and damages directly resulting from the storage of the Products at the
Terminal. Provided, however, the Customer shall not be responsible for such fines, penalties and damages arising from the
Operator’s failure to use reasonable care in safekeeping and handling of the Products or the property of the Customer
pursuant to Its obligations under the Agreement or any damage caused by the gross negligence or wilful misconduct of the
Operator.


 


	3.12	Title and risk



 


Except
to the extent inconsistent with Clause 13.3 and Clause 17.5, title and risk in relation to the Product shall remain with the Customer
at all times under the terms of this Agreement.


 






    5


     


    

 


	4.	Storage
                                         Facilities



 


	4.1	Use
                                         of Storage Facilities



 


The
Customer shall only use the Storage Facilities for the purposes specified in the Agreement unless otherwise sublet to another
customer, for which in such case the Customer will effect a mutually agreed sublease contract to be annexed to this Commercial
Storage Agreement


 


	4.2	Selection
                                         of Storage Facilities



 


		(a)	Unless
                                         expressly provided otherwise in the Agreement, the Operator shall, at its absolute discretion,
                                         in consultation with the Customer, select the Storage Facilities suitable for receipt
                                         and storage of the Products and shall be entitled to move the Products from one part
                                         of the Storage Facilities to another from time to time with the approval of the Customer
                                         (not to be unreasonably withheld or delayed).



 


		(b)	Subject
                                         to obtaining the consent of the Customer and other relevant customers (which consent
                                         shall not be required in the event of an emergency), the Operator may receive and store
                                         the Products at any of the Storage Facilities at the Terminal in common with Products
                                         of the same average quality and of the same grade as the Products.



 


		(c)	The
                                         Customer shall not be entitled to claim that Products, which the Operator shall subsequently
                                         deliver to the Customer out of such common place purportedly as the Products, are not
                                         in fact the Products, which the Customer had earlier delivered to the Operator for carrying
                                         out the Services.



 


		(d)	The
                                         Operator shall as soon as possible, notify the Customer of any movement of the Products
                                         but the Customer shall not make any claim against the Operator by reason of the fact
                                         that it has not been so notified.



 


For
the purpose of this section, “emergency” should be understood as any unforeseeable natural hazard such as flooding,
storm risk, fire and accidents in the immediate vicinity of the oil terminal, and representing a threat to people, environment
and/or facilities. Commercial or operational optimizations shall not be interpreted as an “emergency”.


 


	4.3	Suitability
                                         of Storage Facilities and Right of Audit



 


The
Customer (or a third-party surveyor engaged by the Customer) shall be entitled to inspect the Storage Facilities to ensure
their cleanliness, suitability and good condition prior to the delivery of the Products to the Operator, prior to
commencement of this Agreement and at any time during its term. The rights to inspect, their cleanliness, suitability and
good condition prior to the delivery of the Products to the Operator shall be exercised at reasonable times, during the
Storage Facilities working hours and with prior written notice, provided the relevant representative of the Customer (or a
third-party surveyor engaged by the Customer) shall comply with all on-site health and safety and other regulations. If the
Customer (or a third party surveyor engaged by the Customer) shall not make such inspection or shall not have objected in
writing to the cleanliness, suitability or condition of the Storage Facilities within 7 days following such inspection, the
Storage Facilities shall be deemed to have been in a clean, suitable and good condition upon the delivery of the Products
thereto and the Operator shall not be liable in any way whatsoever for any Loss arising out of any lack of cleanliness or the
state or condition of the Storage Facilities. The decision of any third party surveyor engaged by the Customer as to
the cleanliness or otherwise of the Storage Facilities shall, except in the case of fraud or manifest error, be final.
The Operator shall keep all records that may reasonably be required for any audit for a period of not less than three years,
or for so long as required under the applicable laws, whichever is longer.


 






    6


     


    

 


	4.4	Substitute
                                         Storage Facilities



 


If
at any time during the term of the Agreement, the Operator finds it necessary to provide substitute storage facilities to the
Customer, the Operator may do so provided any additional costs involved in the transfer of Products is at the expense of the Operator
and the Operator has obtained the Customer’s prior approval (not to be unreasonably withheld or delayed). Any such substitute
storage facilities, while in use under this Agreement, shall be Storage Facilities referred to in this Agreement. The Operator
shall compensate the Customer for the cost of any Product lost as a result of the use of such substitute Storage Facilities which
is only beyond the tolerance rule of 0.5% plus or minus and that is caused by gross negligence of the Operator.


 


	4.5	Maximum
                                         Contents



 


Unless
explicitly permitted otherwise in writing by the Operator, the maximum allowable weight, which may be stored in any Storage Facility
shall be equivalent to the weight of the volume of water at a temperature of 4oC, with which the capacity of the Storage Facility
in question can be filled. No reduction in the storage rates and charges payable as per Box 12 of the Key Commercial Terms shall
be allowed on the ground that any part of such Storage Facilities shall not have been used.


 


	5.	Operation
                                         and Maintenance of Storage Facilities



 


	5.1	Operation
                                         and Maintenance



 


The
Operator at all times during the term of the Agreement shall operate and maintain the Terminal and related equipment provided
hereunder in good and serviceable condition to the Standards of a Reasonable and Prudent Operator. The Operator has no Maintenance
Works planned during the term of this agreement. Provided that the Operator promptly notifies the Customer, the Operator shall
be entitled, to carry out unplanned and urgent Maintenance Works to the Terminal or to have these carried out, and furthermore
to effect alterations or to have these effected or alternatively to fit additional or special equipment to the Terminal or to
have these fitted, whenever the Operator deems it necessary or prudent to do so or if the Operator is obliged to do so pursuant
to Applicable Law. The maintenance costs shall be fully borne by the Operator, unless the maintenance is related to the non conformity
of the product to the provided MSDS provided by the customer.


 


The
Customer shall have the obligation to pay storage charge for minimum a week calculated from the moment of start of the maintenance
work during a period which any or all of the Volume Commitment are taken out of service for scheduled maintenance or otherwise
unavailable. Maximum one week per annum can be accrued by the Operator, in case of longer contract terms, for major maintenance
works such as but not limited to API 653 inspections.


 


	5.2	Moving
                                         of Products



 


Subject
to obtaining the Customer’s consent (which consent shall not be unreasonably withheld or delayed) and shall not be required
in the event of an emergency), the Operator shall be entitled to move the Products from the Terminal to other parts of the
Terminal if the Operator shall deem such movement to be necessary for the Operator to carry out such Maintenance Works and in
such event the Operator shall as soon as possible notify the Customer of such movement of the Products. The Operator
shall compensate the Customer for any Product lost as a result of the movement of Products.


 






    7


     


    

 


	5.3	Liability



 


The
Customer shall not be entitled to make any claim that has either directly or indirectly arisen from Maintenance Works or from
the deprivation of the use of the Terminal for any duration as a result of such Maintenance Works provided that the Operator has
notified the Customer as soon as practicable after becoming aware of such works and, except in the case of an emergency, has consulted
with the Customer in respect to such works. Nothing in this Clause 5.3 shall prevent the Customer bringing a claim which has arisen
from the gross negligence or wilful misconduct of the Operator.


 


	5.4	Payment
                                         during Maintenance



 


Subject
to the provisions of this Clause 5.4, the Operator shall be entitled to payment by the Customer of all the rates and charges or
other sums payable by the Customer under the Agreement in respect of the use of the Terminal even during any period that the Customer
may be deprived of the use of the Terminal during such Maintenance Works.


 


	6.	Delivery
                                         and Redelivery



 


	6.1	Delivery



 


The
Products shall be deemed to have been delivered by or on behalf of the Customer to the Operator at the Terminal:


 


		(a)	if
                                         the Products are delivered from a Vessel, immediately upon the Products passing the connecting
                                         flange of the pipeline at the Terminal connected to the manifold of the Vessel; or



 


		(b)	if
                                         the Products are delivered through a pipeline of any other person, immediately upon the
                                         Products passing the valve placed between that pipeline and the pipeline at the Terminal.



 


	6.2	Redelivery



 


The
Products shall be deemed to have been re-delivered by the Operator to the Customer from the Terminal:


 


		(a)	if
                                         the Products are re-delivered to a Vessel, immediately after the Products have passed
                                         the connecting flange of the pipeline at the Terminal connected to the manifold of the
                                         Vessel; or



 


		(b)	if
                                         the Products are re-delivered through a pipeline of any other person, immediately after
                                         the Products have passed the valve placed between the pipeline at the Terminal and the
                                         first mentioned pipeline.



 


	7.	Delivery
                                         and Redelivery Requirements



 


	7.1	Requirements



 


The
Operator shall receive from or re-deliver to the Customer the Products:


 


		(a)	if
                                         so instructed by the Customer;



 


		(b)	against
                                         the presentation of a receipt in a form approved by the Operator and duly signed and
                                         stamped by the Customer,



 


provided
that the Customer shall have performed and observed the material terms and conditions of the Agreement and of any other
agreement made between the Operator and the Customer in respect of other Product at the Terminal, up to the date of such re-delivery.


 






    8


     


    

 


	7.2	No
                                         Obligation



 


Prior
to re-delivery of the Product by the Operator to the Customer, the Customer shall advise the Operator in writing of the
person(s) authorised to take re-delivery of such Product. The Operator shall be entitled and shall endeavour but not obliged
to:


 


		(a)	demand
                                         from any person purporting to be entitled or authorised to take re-delivery of the Products,
                                         satisfactory proof of the person’s identity and of such entitlement and
authority; and



 


		(b)	satisfy
                                         itself that the signature and stamp appearing on the instructions and receipts are correct
                                         and valid as at the date of re-delivery.



 


The
Customer shall provide the Operator with, and can amend from time to time, a list of Individuals authorized to submit requests
and instructions to the Operator on behalf of the Customer. The Operator accept and act or reject on any request or instruction
given by any person included in the list provided by the Customer, and in the event that the Operator acts in reliance on any
such request or instruction, the same shall be deemed to have been made or given by the Customer. The Operator shall not be liable
for any Loss arising as a result of the Operator accepting and acting on or rejecting any such request or instruction save in
the case of gross negligence or wilful misconduct or fraud of the Operator.


 


	8.	Handling
                                         of Vessels



 


	8.1	POF



 


The
Customer acknowledges and agrees that all Vessels must be acceptable to the Port Operator and it is the responsibility of the
Customer to ensure that its nominated Vessels at all times meet and comply with the requirements of the POF, the Port
Regulations, Applicable Laws and any other requirements and the Operator shall have no liability in this regard. The Customer
further agrees that it shall comply with the Port Regulations and Applicable Laws and any orders or directions issued by the
POF or the harbour master, including with respect to Vessel scheduling, loading, discharge and pilotage.


 


	8.2	Order
                                         of Arrival



 


Subject to Clause 8.1 and except where required otherwise by the competent authorities or where deemed necessary by the Operator to
facilitate other operations at the Terminal, the Operator shall take delivery of Product from, and redeliver Product to, a Vessel
berthed at OT1 or OT2 on a first-come-first-served basis in accordance with the notices given to the Operator by such means and
within such time as shall have been agreed between the Operator and the Customer.


 


	8,3	Delayed
Arrival



 


In
the event of any delay caused to the Vessel or any delay, interruption or departure from the sequence of handing of the handling
of the Vessel due to any cause whatsoever (including the non-availability of a berth or ancillary facilities), the Operator shall
not be liable to the Customer or any other person for any Loss arising from any such delay or interruption or departure, including
any claim for any demurrage or other compensation for any temporary or permanent loss of use of the Vessel.


 






    9


     


    

 


	8.4	Handling
                                         Instructions



 


If
the loading or unloading of the Products shall be undertaken by the Operator as part of the Services, the Customer shall ensure
that the Operator shall receive adequate directions in sufficient time regarding the proper manner of such loading or unloading.


 


	8.5	Inadequate
                                         Instructions



 


		(a)	If the Operator
                                                                                                                                                 shall not have received any or any adequate directions as described in Clause 8.4 or shall not have received such directions
                                                                                                                                                 within sufficient time the Operator shall be entitled to refuse to take delivery of or to re-deliver the Products and at the
                                                                                                                                                 risk and expense of the Customer, to remove the Vessel to any place chosen by the Operator at its absolute discretion;
                                                                                                                                                 and




		(b)	the Customer shall
                                                                                                                                                                    pay to the Operator all losses, costs and expenses (including demurrage and consequential losses) arising from such
                                                                                                                                                                    non-receipt, refusal and removal and shall be liable for any Loss arising from such failure and shall indemnify the Operator
                                                                                                                                                                    against such Loss.




 


	8.6	Handling



 


The
Customer shall ensure that, when the Vessel has berthed or landed alongside a delivery or re-delivery point at the Terminal designated
by the Operator and the Operator has declared itself to be ready for such delivery or re-delivery, such loading from or unloading
onto the Vessel (including the connection and disconnection of hoses and the taking and analysis of samples of the Products) shall
commence immediately and proceed diligently on a 24-hour basis daily (including Sundays and public holidays) without interruption
or delay until the completion of such loading or unloading.


 


	8.7	Pumping
                                         Capacity



 


Without
prejudice to the generality of Clause 8.5, the Customer shall ensure that:


 


		(a)	the
                                         Products shall be unloaded from a Vessel at the maximum pumping capacity which is usual
                                         in the case of a vessel of a similar size and tonnage unless directed otherwise by the
                                         Operator, taking into account the receiving capacity of the Terminal and the requirements
                                         of safety; and



 


		(b)	the
                                         Products shall unless directed otherwise by the Operator, be pumped at such temperature,
                                         pressure and condition as will not delay or impede such pumping.



 


If
the Operator and the Customer shall differ on the question of such maximum pumping capacity, temperature, pressure or condition,
Clause 30 shall apply.


 


	8.8	Departure



 


The
Customer shall ensure that the Vessel shall be removed from the Terminal promptly upon completion of such loading or
unloading or, sooner if necessary for compliance with the requirements of the competent authorities or where deemed necessary
by the Operator to facilitate other operations at the Terminal always subject to considerations of safety.


 


	8.9	Failure



 


If:


 


		(a)	the
                                         Products shall not be unloaded from or loaded onto the Vessel, as the case may be, at
                                         the times and the speed described in Clause 8.7 due to any reason whatsoever; or



 






    10


     


    

 


		(b)	the
                                         Vessel shall not be removed from the Terminal at the time described in Clause 8.8
due to any reason whatsoever (including the arrest or seizure of the Vessel by a third party),



 


and the Operator shall have
requested the Customer or the master of the Vessel to increase the speed of such discharge or to remove the Vessel, as the
case may be, and the Customer or the master shall fail to comply with such request due to any reason whatsoever:


 


	 	(i)	the Customer
shall pay to the Operator all losses, costs and expenses (including demurrage and consequential losses) arising from such failure
and removal and shall be liable for any Loss arising from such failure and shall indemnify the Operator against such claims.



 


	8.10	Not
                                         used



 


	9.	Determination
                                         of Quantities



 


	9.1	Vessels



 


Quantities
loaded to or unloaded from a Vessel will be ascertained by the Operator’s automatic tank level gauging system before
and after each loading/unloading event and shall take into account quantities of Product stored in the Terminal’s
pipelines. All determinations or quantities shall be in accordance with ASTM International Standards.


 


Quantities
unloaded from a vessel: Notwithstanding the above, if the floating roof of the shore-tank opens or closes in the critical zone,
or if the shore-tank measurements do not conform to the standards in the American Petroleum Institute Manual of Petroleum Measurement
Standards (AP! MPMS), the vessel/barge delivered figures, adjusted by a valid VEF as calculated In API MPMS Chapter 17.9 shall
be used for the quantity.


 


Quantities
loaded onto a vessel: If the shore-tank measurements do not confirm to the standards in the API MPMS, the vessel/barge delivered
figures, adjusted by a valid VEF as calculated in API MPMS Chapter 17.9 shalt be used for the quantity.


 


	9.2	Surveyor



 


The
Customer may appoint independent inspector(s), the identity of which shall be approved by the Operator, to witness the loading/unloading
of the Products for delivery to, or redelivery from, the Terminal. The decision of such inspectors, if appointed, shall be treated
and accepted by the Customer and the Operator as conclusive and shall be final and binding upon the Operator and the Customer,
save for fraud or manifest error, as to the quantity of the Products so loaded or unloaded. If no inspector is appointed, then
in such an event the quantities ascertained by the Operator shall be binding for both Parties.


 


	10.	Access
                                         To Terminal



 


	10.1	Authorised
                                         Access



 


The
Operator shall grant the Customer and persons authorised in writing by the Customer, access to the Storage Facilities only for
the purposes of the Agreement subject to their compliance with the requirements of the Operator and the competent authorities.





 






    11


     


    

 


	10.2	No
                                         Claim



 


The
Operator shall not be liable for any Loss due to any cause whatsoever arising from the entry to or presence of the Customer or
such authorised persons on the Terminal and the Customer shall indemnify the Operator against such Loss except for Loss which
arises due to the gross negligence or wilful misconduct of the Operator.


 


	10.3	Not
                                         used



 


	11.	Conditions
                                         of Payment



 


	11.1	Invoicing
                                         and Payment



 


		(a)	In Consideration
to Box 13 of Commercial Storage Agreement; the Customer will pay the Operator the Rental and Handling Charges (as may be revised
from time to time pursuant the terms of this Agreement) on account in an upfront payment covering the entire Term with a proof
of payment to be delivered to the Operator upon signing the Agreement.



 


		(b) 	Not later
than 10 days after the end of each month, the Operator shall submit to the Customer an invoice for the Fee incurred (excluding
the Rental and Handling Charges) in respect of the immediately preceding month. The Customer shall pay such invoice within 10
days of its being issued.



 


		(c)	All
                                         sums of whatever nature due from the Customer to the Operator under the Agreement shall
                                         be payable without demand and set-off, or counter claim and without deduction.



 


		(d)	If
                                         any deduction or withholding for or on account of tax is required by the laws of any
                                         jurisdiction to be made by the Customer from any payment, the Customer shall pay to the
                                         Operator such additional amount as will (after such deduction or withholding has been
                                         made) leave the Operator with an amount equal to the payment which would have been due
                                         if no deduction or withholding for or on account of tax had been required.



 


	11.2	Immediate
                                         Payment



 


Notwithstanding
the period for payment stipulated in Clause 11.1:


 


		(a)	if
                                         legal proceedings shall be commenced by any third party for the bankruptcy or liquidation
                                         or winding up of the Customer, unless the Customer can provide evidence satisfactory
                                         to the Operator that such proceedings are frivolous or vexatious and can be dismissed
                                         within 15 days;



		(b)	if
                                         the Customer shall make any offer of composition to its creditors (except in the case
                                         of a voluntary reorganisation not including the insolvency of the Customer);



 


		(c)	if
                                         any order of distress or attachment or similar order shall be made against any property
                                         of the Customer and is in respect of an amount greater than US$5,000,000 and remains
                                         undischarged for 14 days;



 


		(d)	if
                                         the Customer shall cease to carry on the business in which it was engaged at the
                                         commencement of effect of the Agreement; or



 


		(e)	if
                                         the Customer shall fail to perform or observe any material term or condition of the Agreement, all
sums due from the Customer to the Operator shall become immediately due and payable.



 






    12


     


    

 


	11.3	Interest



 


If
due to any reason whatsoever (except the default of the Operator), the Customer shall not pay any sum payable to the Operator
under the Agreement within 15 days after the date of the Operator’s invoice then:


 


		(a)	the
                                         Operator shall be entitled to engage the services of any person to recover such sum from
                                         the Customer, in which event the Customer shall also be liable for all actual costs incurred
                                         by the Operator for such services (including the legal costs); and



 


		(b)	regardless
                                                                                                                                                                                                                                                                                               of whether or not the Operator shall have engaged the services of any person as described In Clause 11.3(a) the Customer
                                                                                                                                                                                                                                                                                               shall in addition to all sums payable under the Agreement and the costs described in Clause 11.3(a) (if any), pay to the
                                                                                                                                                                                                                                                                                               Operator interest on such sums and the costs at 5% above the then current
                                                                                                                                                                                                                                                                                               LIBOR rate, which interest shall be payable on a day to day basis from the date immediately after the due date for payment
                                                                                                                                                                                                                                                                                               to the date of actual payment of such sums.



 


the
costs and interest thereon or to the date of expiry or sooner termination of the Agreement, whichever is earlier.


 


	11.4	Suspension



 


If
the Customer falls to pay any amount within 10 days after the due date under this Agreement, the Operator may suspend the
provision of Services under this Agreement until such non-payment is remedied. The Operator shall notify the Customer of any
imminent suspension of the provision of Services, not less than 5 days prior to the date on which the Operator shall effect
such suspension. Failure by the Operator to provide notification to the Customer of any suspension of the Services shall not
limit, diminish or invalidate in any way the Operator’s right to suspend the provision of the Services in accordance
with this Clause 11.4. During the period of suspension, the Rental and Handling Charges shall continue to be
payable.


 


	11.5	Basis



 


For
the avoidance of doubt, it is hereby agreed and declared that:


 


		(a)	where
                                         the Products shall be delivered or taken re-delivery of by a Vessel, such sums have been
                                         charged on the basis that the Products shall be delivered or re delivered at the flange
                                         of the pipeline which is connected to the manifold of the Vessel;



 


		(b)	unless
                                         expressly agreed otherwise, such sums shall be payable for the whole period during which
                                         the Storage Facilities are available for the Customer’s use pursuant to the Agreement
                                         regardless of whether or not the Customer shall have actually used the same;



 


		(c)	unless
                                         expressly agreed otherwise, such sums shall be payable on a monthly basis. Payment
for a part only of a month should be on a pro rata basis; and






 


		(d)	the
                                         Operator shall not be obliged to recover from third parties any sums which may be due
                                         from third parties to the Customer in respect of the Products.



 






    13


     


    

 


	12.	Third
                                         Party Charges and Sums on Products



 


	12.1	Customer’s
                                         Liability



 


The
Customer shall pay to the Operator the amount of any properly invoiced charges or sums due or paid to third parties (including
any freight, port charges, taxes, duties, contributions, fines and any other costs) in respect of the Customer’s product and/or
the provision of Services to the Customer save for any charges which are specified in the Key Commercial Terms to be borne by
the Operator and shall indemnify the Operator against any Loss arising in respect of such unpaid charges and sums regardless of
whether or not the Products shall then be present at the Terminal.


 


	13.	Rights
                                         Of Lien And Retention



 


	13.1	The
                                         Operator shall have a right of lien and retention over the Products and all sums (including
                                         any insured sums collected by the Operator for the Customer), documents and valuables
                                         which the Operator shall now or hereafter hold of or on behalf of the Customer or which
                                         is now or hereafter due to the Customer, to secure the performance of all of the duties,
                                         undertakings and obligations of the Customer under the Agreement or under any other agreement
                                         made between the Operator and the Customer in respect of other Products at the Terminal.



 


	13.2	The
                                         Operator shall exercise its rights under Clause 13.1 by delivering a notice to the Customer
                                         setting out the amount of the sums due under the Agreement and any other agreement between
                                         the Operator and the Customer in respect of other Products at the Terminal (a “Failure
                                         to Pay Notice”). The Failure to Pay Notice shall also set out a due date for
                                         payment of such sums, such date to fall at least 7 days after the date of issuance of
                                         the Failure to Pay Notice.



 


	13.3	The
                                         Customer acknowledges and agrees that if the Customer has not paid the amounts due by
                                         the due date set out in the Failure to Pay Notice, then the Operator shall be entitled
                                         to make an application to any relevant court, to allow the Operator to sell a quantity
                                         of Product that will satisfy the amounts due under the Failure to Pay Notice.



 


	14.	Transfer
                                         Of Ownership



 


The
Customer may transfer title to Product stored in the Storage Facilities to any person who has contractual rights to the necessary
storage capacity in the Terminal. Any such transfer of title shall be promptly notified to Operator


 


	15.	Representations
                                         and Warranties



 


The
Customer hereby represents and warrants to the Operator that:


 


		(a)	it
is a company duly incorporated and validly existing under the laws of the jurisdiction referred to in Box 2 of the Key Commercial
Terms;



 


		(b)	it
has the power and authority required to enter into this Agreement and perform fully its obligations under this Agreement in accordance
with its terms;



 


		(c)	subject
to any general principles of law, assumptions or qualificaitons referred to in any legal opinion required in relation to this
Agreement, this Agreement is legal, valid and binding on it and is enforceable in accordance with its terms;



 


		(d)	the
execution and delivery of this Agreement and the performance of its obligations under this Agreement have been duly authorised
by all the necessary corporate actions on the part of such Party; and



 






    14


     


    

 


		(e)	neither
the entry into this Agreement nor the implementation of the transactions contemplated by it will result in:



 


		(i)	a
violation or breach of any provision of its statutes, by-laws or other constitutional documents;



 


		(ii)	a
breach of, or give rise to a default under, any contract or other agreement to which it is a party or by which it is bound; or



 


		(iii)	a
violation or breach of any applicable laws or regulations or of any order, decree or judgment of any court, governmental agency
or regulatory authority applicable to it or any of its assets,



 


and
in case of breach of any such representation and warranty, the Customer agrees to indemnify and keep indemnified the Operator
against any such breach.


 


	16.	Termination



 


	16.1	Early
                                         Termination by Operator



 


Notwithstanding
the other provisions of the Agreement, the Operator may at any time after the occurrence of an Event of Default by the Customer
which is continuing terminate the Agreement, by giving written notice of such termination to the Customer.


 


	16.2	Event
                                         of Default



 


Each
of the following is an Event of Default by the Customer:


 


		(a)	if
                                         the Customer shall fail to observe or perform any of its material obligations under the
                                         Agreement and shall not remedy its failure to so observe or perform such material obligations
                                         within 30 days’ time after the Operator has notified the Customer of such failure;



 


		(b)	If
                                         the Customer shall fail to pay any sum due under this Agreement and shall not remedy
                                         its failure to pay within 15 days’ time after the Operator has notified the Customer
                                         of such failure to pay;



 


		(c)	if
                                         the Guarantor fails to pay any sum due under the Guarantee and shall not remedy its failure
                                         to pay within 15 days’ after the Operator has notified the Guarantor of such failure
                                         to pay;



 


		(d)	If
                                         the Guarantor shall fail to observe or perform any of its material obligations under
                                         the Guarantee and shall not remedy its failure to so observe or perform such material
                                         obligations within 30 days’ time after the Operator has notified the Guarantor of such
                                         failure;·



 


		(e)	the
                                         Guarantor repudiates or otherwise indicates an intention no longer to be bound by the
                                         Guarantee;



 


		(f)	If
                                         the Storage Facilities shall become unfit in any way for the performance of the
                                         Services;



 


		(g)	if
                                         the Operator shall be of the reasonable opinion that the Products have become subject
                                         to changes or deteriorated or may become subject to changes or deteriorate and the Operator
                                         is of the reasonable opinion that the Customer has failed to give proper or full Instructions
                                         to the Operator for the prevention or reduction of such changes or deterioration;



 






    15


     


    

 


		(h)	if
                                         the Customer or the Guarantor shall have a receiver appointed over all or any substantial
                                         part of its asset and in the case of an appointment by a creditor, such appointment is
                                         not dismissed within 30 days;



 


		(i)	if
                                                                                                                                                                                                                                                                                                the Customer or the Guarantor shall make any composition with its creditors (except in the case of voluntary reorganisation
                                                                                                                                                                                                                                                                                                not involving insolvency of the Customer or the Guarantor);
	 	 	 
	 	j)
	if the Customer or the Guarantor shall go into liquidation whether voluntary or compulsory (otherwise than for the purposes of
amalgamation or reconstruction)



 


	16.3	Early
                                         Termination by Customer



 


Notwithstanding
the other provisions of the Agreement and the required notice periods therein, the Customer may terminate the Agreement forthwith
at any time without claim or charge by the Operator, by giving notice to the Operator if any of the following has occurred and
is continuing:


 


		(a)	if
                                         the Operator shall have a receiver, bankruptcy trustee or analogous person appointed
                                         over or to administer and manage all or any substantial part of its assets and such appointment
                                         is not dismissed or withdrawn within 30 days; or



 


		(b)	if
                                         the Operator shall make any composition with its creditors (except in the case of voluntary
                                         reorganisation not involving insolvency of the Operator); or



 


		(c)	if
                                         the Operator shall go into liquidation whether voluntary or compulsory (otherwise than
                                         for the purpose of amalgamation or reconstruction),



 


provided
that for as long as any amount owed to any secured Finance Party, or any agent or trustee acting on its behalf (a “Security
Trustee” ), by the Operator is outstanding, the Customer shall not be permitted to terminate this Agreement upon the
occurrence of any of the events or circumstances specified in Clauses 16.3(a) to 16.3(c) (inclusive) and shall instead, subject
to the required notice period therein, only be permitted to terminate this Agreement:


 


		(i)	in
                                         the event or circumstance set out in Clause 16.3(a) occurs; or



 


		(ii)	if:



 


		(A)	a
                                         receiver with a power of sale has been appointed by any secured Finance Party or the
                                         Security Trustee;



 


		(B)	a
                                         bankruptcy trustee has been appointed by a court in the United Arab Emirates on the application
                                         of any secured Finance Party or the Security Trustee; or



 


		(C)	any
                                         analogous person is appointed by or on the application of any secured Finance Party or
                                         the Security Trustee,



 


in
each case over or to administer and manage:


 


		(D)	all or any
substantial part of the Operator’s assets; or



 


		(E)	the shares
in the Operator that have been charged to the secured Finance Party, or the Security Trustee (as the case may be) by the Guarantor,



 


and
any appointment referred to in paragraph (A), (8) or (C) is not dismissed or withdrawn within 30 days; or


 






    16


     


    

 


		(iii)	any
                                         secured Finance Party or Security Trustee (as the case may be) has been awarded a favourable
                                         judgment of a court in the United Arab Emirates substantiating the secured Finance Party’s,
                                         or Security Trustee’s (as the case may be) debt claim and enabling it to sell (X) the
                                         Operator’s business and/or assets that have been charged to the secured Finance Party,
                                         or the Security Trustee (as the case may be) by the Operator or (Y) the shares in the
                                         Operator that have been charged to the secured Finance Party, or the Security Trustee
                                         (as the case may be) by the Guarantor; or



 


		(iv)	a
                                         court in the United Arab Emirates has issued a judgment of liquidation or otherwise authorising
                                         (or permitting) the dissolution of the Operator following a judgment of bankruptcy, or
                                         any similar or comparable events under any new legislation applicable to the Operator.



 


	16.4	Not
                                         used



 


	17.	After
                                         Termination



 


	17.1	Termination
                                         Payment on Early Termination by Operator



 


The
Customer shall pay to the Operator forthwith on any termination pursuant to Clause 16.1, other than in the case of a termination
pursuant to Clause 16.2(f) due to an act or omission of the Operator or Force Majeure, an amount equal to the aggregate of:


 


		(a)	any
                                         amounts then due or payable but unpaid by the Customer under this Agreement; and



 


		(b)	by
                                         way of agreed compensation, the Termination Sum calculated as at the date of that termination.



 


	17.2	No
                                         liability following early termination by Customer



 


Without
prejudice to any accrued rights up to termination, the Operator shall have no liability under this Agreement or otherwise in connection
with or as a result of any termination of this Agreement pursuant to Clause 16.3 (Early Termination by Customer).


 


	17.3	Removal
                                         of Products



 


The
Customer shall completely remove the Products from the Storage Facilities not later than the date of expiry or the day falling
30 days after termination of the Agreement pursuant to Clause 16.


 


	17.4	Return
                                         of Storage Facilities



 


If
cleaning of the Storage Facilities is, in the opinion of the Operator, necessary, upon expiry or termination of the Agreement,
or due to a change in the nature of the Products stored or to be stored therein. during the term hereof, or both, the Customer
agrees to remove or cause to remove any Products and waste to permit cleaning in a safe and legal way and to reimburse the Operator
for said cleaning, removal and disposal.


 






    17


     


    

 


	17.5	Right
                                         of Disposal



 


If
the Customer fails to remove the Products due to any reason whatsoever upon the expiry or termination of the Agreement in accordance
with Clause 17.3, the Operator shall be entitled, by notice to the Customer, to remove the Products from the Storage Facilities
to any place whether in or outside the Terminal and dispose of or destroy the Products in such manner as the Operator deems fit
and at the risk and expense of the Customer and by rendering any surplus to the Customer to an account as notified by the Customer.


 


	17.6	Proceeds



 


If
the Operator shall decide to dispose of the Products under Clause 17.5 by sale by private treaty or public auction any proceeds
of the sale shall be applied by the Operator in the following manner:


 


		(a)	firstly,
                                         in payment of all sums due from the Customer to the Operator under the Agreement or under
                                         any other agreement made between the Operator and the Customer;



 


		(b)	secondly,
                                         in payment of the expenses of the removal and disposal and any storage of the Products
                                         in the period between such removal and disposal;



 


		(c)	thirdly,
                                         in payment of any sums due from the Customer to the competent authorities; and



 


		(d)	fourthly,
                                         in payment of other claims or liens of which notice has been given by third parties to
                                         the Operator, and by rendering any surplus to the Customer to an account as notified
                                         by the Customer.



 


	17.7	Insufficient
                                                                                                                                                                                                Proceeds



 


If
the proceeds of any sale of the Products by the Operator pursuant to Clause 17.5 shall be insufficient to satisfy in full any
claim of the Operator under the Agreement and under any other agreement made between the Operator and the Customer, the Operator
shall be entitled to recover the same from the Customer as a debt in any court of competent jurisdiction. Any sale of the Products
by the Operator pursuant to Clause 17.5 shall be free from any encumbrances.


 


	17.8	No
                                         Liability



 


The
Operator shall not be liable for any claim arising from the removal, disposal, destruction and intermediate storage of the
Products and the Customer shall indemnify the Operator against such claims.


 


	18.	Force
                                         Majeure



 


	18.1	Scope of Force Majeure



 


Any
delays in or failure of performance by either Party shall not constitute default hereunder or give liability for any claims
if and to the extent such delays in or failures of performance are, without the fault or negligence on the part of the
affected Party, caused by Force Majeure. “Force Majeure” shall mean any event or circumstances, which is
not within the reasonable control of the Party (acting as a Reasonable and Prudent Operator) affected by the cause and which,
by the exercise of diligence, such Party (acting as a Reasonable and Prudent Operator) is unable to foresee or prevent and
may include, but shall not be limited to:


 





		(a)	war,
                                         hostilities, revolution, riots, insurrection or other civil commotion, acts of terrorism
                                         or sabotage;


 






    18


     


    

 


		(b)	nuclear
                                         explosion, radioactive, biological or chemical contamination, ionizing radiation, or
                                         the discovery of such contamination or radiation;



 


		(c)	strikes
                                         and/or lockouts except any such action by employees or subcontractors or agents of the
                                         Party claiming Force Majeure;



 


		(d)	any
                                         effect of the natural elements, including lightning, fire, earthquake, sandstorm, flood,
                                         storm, tsunami, cyclone, typhoon or tornado;



 


		(e)	explosion
                                         (other than nuclear explosion or an explosion resulting from an act or war);



 


		(f)	epidemic
                                         or plague:



 


		(g)	Inability
                                         to obtain necessary equipment or materials due to blockade, embargo or sanctions; and



 


		(h)	any
                                         act of omission of any competent authority including any refusal to issue, withdrawal,
                                         non-renewal or non-extension of a license, permit or approval.



 


	18.2	Notification



 


If
either Party is prevented from or delayed in performing any of its obligations under the Agreement by Force Majeure, such Party
shall immediately notify the other Party in writing of the occurrence of the circumstances constituting Force Majeure. Forthwith
upon the Force Majeure ceasing to have effect, the Party relying upon it shall immediately give written notice thereof to the
other Party.


 


	18.3	General
                                         Limitations



 


The
affected Party shall not be entitled to suspend performance under this Agreement for any greater scope or longer duration
than is required by the Force Majeure or the delay occasioned thereby. Obligations of the Parties that were required to
be· completely performed prior to the occurrence of Force Majeure shall not be excused as a result of such
occurrence.


 


The
Customer shall be able to claim Force Majeure only in respect of a vessel that is loading or unloading at the Terminal, or
whose scheduled loading and unloading at the Terminal has been notified to the Operator.


 


The
failure or inability of either Party to satisfy a payment obligation that has arisen under this Agreement shall not be excused
by Force Majeure.


 


	18.4	No
                                         Breach



 


Neither
Party shall be deemed to be in breach of the Agreement or be liable to the other for any delay in performance or
non-performance of its obligations under the Agreement to the extent that such delay or non-performance is due to Force
Majeure, of which it has notified the other Party. The Party claiming Force Majeure shall perform and observe its obligations
under the Agreement insofar as the performance and observance thereof are not prevented by Force Majeure.


 


To
the extent that the Operator is unable to provide the Services as a result of Force Majeure affecting the Operator, the Customer
shall not be obliged to pay the Rental and Handing Charges.


 






    19


     


    

 


	18.5	Use
                                         of Storage Facilities



 


If
Force Majeure is being claimed by the Customer, and as a result of such Force Majeure, the Customer is not using the Storage
Facilities, the Operator may allow the use of the Storage Facilities to other customers for so long as the Force Majeure
continues.


 


	18.6	Efforts



 


The
Party claiming Force Majeure shall use reasonable efforts to promptly cure the effect of Force Majeure.


 


	18.7	Termination



 


Where
an event of Force Majeure affecting Operator or Customer extends for more than 90 consecutive days, the Operator shall have
the right to terminate this Agreement by giving 30 days’ written notice to the Customer to that effect.


 


	19.	Liability



 


	19.1	Operator’s
                                         Liability



 


		(a)	The
                                         Customer shall indemnify and hold the Operator harmless from and against all claims,
                                         costs, losses, liabilities, injury to person and/or damage to property, caused by or
                                         resulting from:



 


		(i)	Any
                                                                                                                                                                                                                                                                                              negligence, misconduct, and/or any intentional wrongful acts or omissions
                                                                                                                                                                                                                                                                                              on the part of the Customer, its employees, agents, contractors or any other persons acting under its authority (including
                                                                                                                                                                                                                                                                                              but not limited to; any contractors transporting product to or from the terminal) in the performance of this agreement;
                                                                                                                                                                                                                                                                                              and



 


		(ii)	Any
                                         breach of this agreement by the Customer;



 


		(iii)	To
                                         the extent not caused by the negligence, misconduct of the wrongful acts or omissions
                                         of the Operator, its employees, agents or contractors, any losses incurred directly as
                                         a results of the physical or chemical characteristics of the product



 


		(b)	For
                                         the avoidance of doubt, the Operator shall not be liable to the Customer for any claims,
                                         costs, losses, damages, liabilities, injury to person and/or damage to property incurred
                                         by the Customer to the extent that such claims, losses, damages, liabilities, injury
                                         to person and/or damage to property are caused (whether directly or indirectly) by the
                                         Operator in the performance of its obligations under this agreement in accordance with
                                         its terms.



 


The
Operator shall carry out the Services with reasonable care and to the Standards of a Reasonable and Prudent Operator. Without
prejudice to the Operator’s rights under the other provisions of the Agreement, this Clause 19.1 shall not impose on
the Operator any liability for claims arising from:


 


		(c)	Force
                                         Majeure;



 


		(d)	any
delay in the delivery of the Products to the Operator;



 


		(e)	any
other cause unless it is first proven by the Customer that such claim has arisen from the gross negligence or wilful misconduct
of the Operator or if it concerns claims due to injury to life, body or health.



 






    20


     


    

 


	19.2	Event
                                         of Claim



 


Notwithstanding
anything to the contrary in this Agreement, in the event of any claim against the Operator:


 


		(a)	the
                                         Operator shall not be liable for any forms of consequential losses (including loss or
                                         profits, Indirect loss or damage or other forms of purely economic losses);



 


		(b)	the
                                         Operator shall not be liable for any claim arising before delivery of the Products to
                                         the Operator or after re-delivery of the Products to the Customer;



 


		(c)	the
                                         claim will be void if the Customer shall not have notified the Operator thereof within
                                         30 days after the occurrence of the event giving rise to the claim or within 30 days
                                         after the re-delivery of the Products to the Customer, whichever is earlier; and



 


		(d)	if
the claim shall have been notified to the Operator in accordance with Clause 19.2(d), the claim shall become void if the Customer
shall not commence legal proceedings in respect thereof within the period of 90 days after the date of such notice.



 


	19.3	Compensation



 


If
any claim shall be made against the Operator by more than one person and the Operator shall decide to pay compensation in respect
of the claim, the Operator shall be entitled to apportion such compensation among such persons according to the extent of proven
loss or damage suffered by each of them.


 


	19.4	Customer’s
                                         indemnities



 


The
Customer shall indemnify, defend and hold harmless the Operator, its respective officers, employees and agents against:


 


		(a)	any
                                         and all claims for Loss, damage and expense of whatever kind and nature, including all
                                         related costs and expenses, in respect of personal injury to or death of any person employed
                                         by the Customer; and



 


		(b)	any
                                         and all claims for Loss, damage and expense of whatever kind or nature, Including all
                                         related costs and expenses, brought by third parties against the Operator or its
                                         officers , employees or agents in connection with any act or omission of the Customer
                                         or its officers, employees or agents.



 


	19.5	Operator’s
Indemnities



 


The
Operator shall indemnify, defend and hold harmless the Customer, its respective officers, employees and agents against any
and all claims for Loss, damage and expense of whatever kind and nature, including all related costs and expenses, in respect
of personal injury to or death of any person employed by the Operator.


 


	19.6	Indemnity
                                         Process



 


		(a)	Each
                                         of the Operator and the Customer undertakes and agrees, when asserting its right to indemnification
                                         from the other party for the negligence or misconduct or wrongful acts or omissions
                                         of any of such other party’s contractors:



 


		(i)	To
                                         first seek recourse against any such contractor (including, where applicable, recourse
                                         against the Owners, Insurers or P and I Clubs of the responsible barge or marine vessel);



 






    21


     


    

  





		(ii)	To
                                         use commercially reasonable efforts to obtain from such Owners, Insurer or P and I Clubs
                                         sufficient security to cover said contractors liability;



 


		(iii)	To claim under this
                                                                                                                                                                      indemnity only if and to the extent such contractor (including, where applicable, recourse against the Owners, Insurers or P
                                                                                                                                                                      and I Clubs of the responsible barge or marine vessel) is liable and is unable within a reasonable time under the
                                                                                                                                                                      circumstances to meet and discharge its liabilities in full; and



 


		(iv)	That
it will exercise commercially reasonable efforts to assist the other in obtaining recourse and recompense from or on behalf of
third parties for losses incurred.



 


		(b)	In
the event that any loss in caused in whole or in partly by the concurrent negligence or intentional wrongful acts or omissions
of the Operators, its employees, agents, contractors or any other persons acting under its authority on the one hand and the Customer
its employees, agents, contractors or any other persons acting under its authority on the other hand, then this obligation to
indemnify shall be comparative and each party shall indemnify the other to the extent that such party’s negligence or intentional
wrongful acts or omissions were the cause of such loss.



 


	20.	Insurance



 


	20.1	Insurance
                                         and Liability



 


The
Operator shall maintain throughout the course of the Agreement the following insurance requirements:


 


		A)	Worker’s
                                         Compensation and Employer’s Liability insurance, as prescribed by applicable law
	 	 	 



		B)	Commercial
                                         General Liability Insurance with an adequate maximum limit per occurrence and
                                         in the aggregate per year for bodily injury, property damages, and contractual liability
                                         coverage not exceeding the legal liability
	 	 	 



	20.2	No
                                         Insurance of Products by Operator



 


Unless
it has been explicitly agreed in writing with the Customer, the Operator shall not be obliged to insure the Products of the Customer
or any other property of the Customer or any third party.


 


	20.3	Insurance
                                         of Products by Customer



 


The
Customer must maintain adequate insurance for the Products of the Customer in the Terminal. The terms and conditions of such insurance
shall include:


 


		(a)	that
                                         the Operator be a co-insured in respect of such policy;



 


		(b)	the
                                         insurers waive any rights of subrogation against the Operator and



 


		(c)	such
                                         other terms as the Operator shall specify.



 



    22


     


    

 


	20.4	Operator’s
                                         Assistance



 


If
the Customer shall request the assistance of the Operator to determine the extent and value of any loss, damage or destruction
of the Products, the Operator will render such assistance subject to:


 


		(a)	the
                                         Customer’s payment of the costs of such assistance (including the fee of the Operator)
                                         and



 


		(b)	if
                                         the Operator so stipulates, the Customer’s prior payment in cash of all sums due from
                                         the Customer to the Operator under the Agreement or under any other agreement made between
                                         the Operator and the Customer.



 


	20.5	Insurance
                                         of Protection and Indemnity Cover by Customer



 


The
Customer shall procure and maintain (or, in the case of Vessels it has chartered, cause to be procured and maintained), in
relation to its Products , activities and the activities of its Vessels at the Terminal, comprehensive protection and
indemnity insurance including coverage for injury/loss of lives, full collision liability, damage to property including fixed
floating objects or Port of Fujairah property, crew, cargo, pollution liability, spillage and wreck removal, to wage, war
risks and fines, in accordance with good industry practice in addition to any requirements imposed by the Port
Regulations.


 


	21.	Confidentiality



 


	21.1	Confidential
                                         Information



 


		(a)	Subject
                                         to Clause 21.1(b), each Party agrees to and shall cause its respective agents, representatives,
                                         affiliates, employees, officers and directors, to treat and hold as confidential (and
                                         not disclose or provide access to any person), all confidential information received
                                         by it relating to the other Party, information relating to the provisions of and negotiations
                                         leading to this Agreement, and all other confidential or proprietary information with
                                         respect to the Terminal.



 


		(b)	A
                                         Party may disclose information which would otherwise be confidential without the consent
                                         of the other Party, if and to the extent



 


		(i)	required
                                         by the rules of any stock exchange or any governmental, regulatory or supervisory body
                                         or court of competent jurisdiction to which the Party making the disclosure is subject;
	 	 	 



		(ii)	required
                                         by any stock exchange or any governmental, regulatory or supervisory body of the Operator’s
                                         parent company, which for the avoidance of doubt, is listed on the Nasdaq Stock Exchange,
                                         New York.



 


		(iii)	required
                                         by the law of any relevant jurisdiction;



 


		(iv)	required
                                         by lenders in connection with debt financing arrangements for the Terminal;



 


		(v)	disclosure
                                         is made to the affiliates, professional advisers, auditors and bankers of that Party;



 


		(vi)	disclosure
                                         is made to bona fide potential purchasers of shares in that Party and the professional
                                         advisers of such bona fide potential purchasers;



 


		(vii)	the
                                         Information has come into the public domain through no fault of that Party; or



 


		(viii)	the
                                         other Party has given prior written approval to the disclosure.



 






    23


     


    

 


		(c)	This
                                         Clause 21 and such Clauses of this Agreement as are necessary to permit the enforcement
                                         of this Clause 21 shall continue to apply for two (2) years following the expiry or termination
                                         of this Agreement.



 


	22.	Cumulative
                                         Rights and Remedies



 


The
rights and remedies given to the Parties under this Agreement shall be cumulative remedies and shall not prejudice any other rights
or remedies of the Parties contained in the Agreement or at law or the right of action or other remedy of the Parties for the
recovery of any sums due to it from any other Party or in respect of any antecedent breach of the Agreement by that Party.


 


	23.	Compliance
                                         with Statutes



 


The
Parties shall comply with the provisions of all statutes affecting the Products, the Services and the Agreement (including, without
limitation, those specified in Box 20 of the Key Commercial Terms) and shall give all necessary notices and the Customer shall
obtain all requisite permission, approvals and consents. The Customer shall indemnify the Operator against any fines, penalties,
losses, costs or expenses incurred by the Operator in respect of any non-compliance with the provisions of such statutes save
for where such fines, penalties, losses, costs or expenses were caused by the gross negligence or wilful misconduct of the Operator.


 


	24.	Notices



 


	24.1	Unless
                                         otherwise provided for herein, all notices to be given or made in connection with the
                                         matters contemplated by this Agreement shall be in writing and shall be delivered personally
                                         or sent by prepaid mail:



 


In
the case of the Operator to:


 


Brooge
Petroleum and Gas Investment

 Company Address: P.0. Box 50170,

 Fujairah, UAE


 


Attention:


 


Ms
Lina Saheb 


Chief
Strategy Officer 


Email:
linasaheb@bpgic.com


 


 


In
the case of the Customer to:


 


   
                                        
                                  


   
                                        
 


   
                                        
                       


 


                          


 


                                           


                                            
                                  


   
                                        
                 


 






    24


     


    

 


and
shall be deemed to have been duly given or made served as follows:


 


		(a)	if
                                         personally delivered, upon delivery at the address of the relevant party;



 


		(b)	if
                                         sent by mail, 2 Business Days after the date of posting; and



 


provided
that if, in accordance with the above provision, any such notice, demand or other communication would otherwise be deemed to be
given or made on a non-business day after 5.00 p.m. at the location of the recipient, such notice, demand or other communication
shall be deemed to be given or made at 9.00 a.m. on the next business day at the location of the recipient. Unless the contrary
be proven, proof of postage or delivery shall be proof of service.


 


	24.2	A
                                         Party may notify the other Party of a change to its name, relevant addressee, address
                                         or fax number for the purposes of Clause 24.1 provided that such notification shall only
                                         be effective:



 


		(a)	on
                                         the date specified in the notification as the date on which the change is to take place;
                                         or



 


		(b)	If
                                         no date Is specified or the date specified is less than 1O days after the date on which
                                         notice is given, the date falling 10 days after notice of any such change has been given.



 


	25.	Assignment/Sublease
	 	 



	25.1	The
                                         Operator may at any time assign or otherwise transfer all or any part of its rights under
                                         this Agreement.



 


	25.2	The
                                         Customer shall not assign or otherwise transfer all or any part of its rights under this
                                         Agreement without the prior consent of the Operator (which may be granted or withheld
                                         in Its absolute discretion and may be granted subject to any conditions as the Operator
                                         deems necessary in the circumstances). The Customer shall also be entitled to sublease
                                         part or all the Committed Volume to another well reputed third party subject to having
                                         the Operator’s prior written approval (not to be unreasonably withheld).
	 	 



	26.	Consent
                                         or Waiver



 


No
consent or expressed or implied waiver by a Party to or of any breach of any covenant. condition or duty of the other Party shall
be constructed as a consent or waiver by that Party to or of any other breach of the name or any other covenant condition or duty
by that Party and shall not prejudice In any way the rights powers and remedies of that Party contained in the Agreement.


 


	27.	Severability



 


Should
any part, term or provision of the Agreement be judged illegal or in conflict with any law, by a court of competent jurisdiction,
the validity of the remaining portions or provisions shall not be affected thereby.


 


	28.	Applicable
                                         Law



 


The
Agreement and any dispute, difference, controversy or claim arising out of or relating to this Agreement including the
negotiation, existence, validity, invalidity, enforceability, breach or termination thereof regardless of whether the same
shall be regarded as contractual or not (a “Dispute”), shall be governed by the federal laws of the United
Arab Emirates and the laws of the Emirate of Fujairah.


 






    25


     


    

 


	29.	Notice
                                         of Dispute



 


Any
Party intending to commence proceedings in relation to any Dispute shall give at least 1O Business Days’ prior notice in writing
to the other Parties of its intention to do so, explaining the nature of the Dispute and the intended proceedings.


 


	30.	Arbitration



 


	30.1	Any
Dispute shall be referred to and finally resolved by arbitration under the DIFC-LCIA Arbitration Centre Rules (the “Rules”) which (save as modified by this Clause 30) are deemed to be incorporated by reference into this Clause 30. Capitalised terms
used in this Clause 30 and not otherwise defined in this Agreement have the meanings given to them in the Rules.



 


	30.2	The
                                         seat, or legal place, of arbitration shall be the Dubai International Financial Centre,
                                         Dubai, United Arab Emirates.



 


	30.3	The
                                         number of arbitrators shall be three. The claimant (or, if more than one claimant, the
                                         claimants jointly) shall nominate one arbitrator and the respondent (or, if more than
                                         one respondent, the respondents jointly) shall nominate one arbitrator, in each case
                                         in accordance with the Rules. The third arbitrator, who will act as chairperson of the
                                         arbitral tribunal, shall be nominated jointly by the two co-arbitrators, provided that
                                         if the third arbitrator has not been so nominated within 30 Business Days of the time-limit
                                         for service of the response, the third arbitrator shall be appointed by the LCIA Court.



 


	30.4	The
                                         language to be used in the arbitral proceedings shall be English.



 


	31.	Third
                                         Party Rights



 


Save
as expressly provided in this Agreement, a person, who or which is not a party to the Agreement, has no right under the Contracts
(Rights of Third Parties) Act 1999 (UK) to enforce or enjoy the benefit of any term of the Agreement.


 


	32.	Accident
                                         Reporting



 


	32.1	The
                                         Operator shall immediately report by telephone and by email in accordance with Sections
                                         32.2 and 32.3 below any accident with respect to Health Safety Environment and Security
                                         at the Terminal. For the purpose of this clause an accident means any sudden, undesirable
                                         event on a given date which causes injury to a person, damage to assets or property,
                                         or harm to the environment



 


	32.2	Any
                                         reporting of an accident must contain available details, such as date and time of the
                                         accident, its location and description, details/parts of the facility affected (identification
                                         of the tank, of the dock, etc.), resources at risk (product characteristics, quantity),
                                         consequences, steps taken to fight the Accident, and any other information as STORAGE
                                         COMPANY deems relevant.



 


	32.3	Any
                                         reporting of an accident pursuant to this Section 32.1 and related to Totsa must be made
                                         in writing to groupmail: cargoincidents.tsqeneva@totsa.com



 


and
by telephone to one of your usual operational contacts, (or to the operational contacts in the Notice provision of this contract)
or to the following contact : +971 50 552 2801 Vincent Chauvet, Ops Manager Should you be unable to get hold of these above contacts,
you may call management duty phone number to receive assistance: +41 22 9 202 202.






 



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	33.	Anti-corruption



 


In
recognition of the principles recorded in the pertinent international and regional conventions on combating corruption and to
ensure compliance with the anti-corruption laws applicable to the activities under the Agreement and any other
anti-corruption laws otherwise applicable to the Parties or their ultimate parent company,


 


33.1
- Neither Party, in respect of the Agreement and the matters that are the subject of the, Agreement warrants that neither it nor
to its knowledge anyone on its behalf, has made or offered nor will make or offer any payment, gift, or promise or give any
advantage, whether directly or through Intermediaries, to or for the use of any Public Official, where such payment. gift,
promise or advantage would be for purposes of:


 


		(i)	influencing
any act or decision of such Public Official;



 


		(ii)	inducing
such Public Official to do or omit to do any act in violation of his or her lawful duties;



 


		(iii)	securing
any improper advantage; or



 


		(iv)	inducing
such Public Official to use his or her influence to affect any act or decision of any department, agency or instrumentality
of any government or public enterprise;



 


33.2
- Each Party, in respect of the Agreement and the matters that are the subject of the Agreement, warrants that it has not
made or offered and will not make or offer any payment. gift, promise or other advantage, whether directly or through
intermediaries, to or for the use of any person (other than a Public Official) where such payment, gift, promise or advantage
would be for purposes of Inducing such person to do or omit to do any act in violation of his or her lawful duty or to
secure any Improper advantage, or otherwise to do something or refrain from doing something that would violate the laws
applicable to the activities under the Agreement.


 


33.3
- Without prejudice to any other rights or remedies that either Party otherwise may have hereunder or at law, including but
not limited to damages for breach of the Agreement. if any of the undertakings or requirements of this Article 33 have not
been complied with or fulfilled by the defaulting Party In any material respect, the other Party shall have the
right:


 


		(i)	to
                                         suspend payment and/or require reimbursement of any advance payment made under the Agreement,
                                         and/or



 


		(ii)	to
suspend and/or terminate the Agreement with Immediate effect upon written notice to the defaulting Party.



 


DEFINITIONS:


 


“Public
Official” means an elected or appointed official, employee or agent of any national, regional or local government/state or
department, agency or instrumentality of any such government/state or any enterprise in which such a government/state owns, directly
or indirectly, a majority or controlling interest; an official of a political Party; a candidate for public office; and any official,
employee or agent of any public international organization.


 


“Close
Family Member of a Public Official” means a spouse or partner, one of his/her children, siblings or parents; the spouse or
partner of his/her children or siblings; or any household member.




 






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In
witness whereof the Parties hereto have entered
into this Agreement and accepted the General Terms and Conditions on the day and year first above written.


 


	/s/
    Nicolaas L. Paardenkooper	

                                                                                

                                                                                

	Signed
    by:
	Nicolaas
    L. Paardenkooper

 Chief Executive Officer
	for
    and on behalf of
	Brooge
    Petroleum and Gas Investment Company



 


	In the presence of:	 
	 	 
	Name: 	MECLOMEN MARAMOT

	 
	 	 
	Signature: /s/ MECLOMEN MARAMOT	 
	 	 	 
	/s/
    Benoit Renie	 
	Signed by:	 
	 	 
	Benoit Renie	 
	Senior Vice President Product 

    Trading	 
	for and on behalf of	 
	Totsa Total Oil Trading SA	 
	 	 
	In the presence of:	 
	Name:  	 	 
	 	 	 
	Signature:	 



 


 


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