VL8 POOL INC. As Company -and- GENER8 STRENGTH LLC As Participant

Exhibit 10.10

▇▇▇ ▇▇▇▇ INC.

As Company

-and-

GENER8 STRENGTH LLC

As Participant

POOL AGREEMENT

Relating to  m.t. “Gener8 Strength” (currently Hull no. H1384 at Shanghai Waigaoqiao Shipbuilding Co., Ltd.)

INDEX

THIS POOL PARTICIPATION AGREEMENT is entered into on the 22nd day of October 2015.

BETWEEN

(1)                                 VL8 Pool Inc, a ▇▇▇▇▇▇▇▇ Islands corporation having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ (“the Company”) and

(2)                                 Gener8 Strength LLC, a ▇▇▇▇▇▇▇▇ Islands corporation having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands (“the Participant”)

WHEREAS

(A)                               The Participant is the owner or disponent owner of m.t.  “Gener8 Strength (currently Hull no. H1384 at Shanghai Waigaoqiao Shipbuilding Co., Ltd.)” (“the Vessel”);

(B)                               The Company and the Participant have agreed that the Vessel should be entered into the pool defined below; and

(C)                               The Vessel will be entered into the Pool by way of a time charter party between the Company and the Participant.

IT IS HEREBY AGREED as follows:

1                                         DEFINITIONS

1.1                               In this Agreement the following terms shall have the following meanings:

“Affiliate” :  in respect of any person, means a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Disclosure Parties” : Navig8 Group and Gener8 Group.

“Gener8 Group” : Gener8 Maritime, Inc. of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ and all of its subsidiaries.

“Holding Company” :  in relation to any person, means any other person, company or corporation in respect of which it is a Subsidiary.

“Navig8 Group” : Navig8 Limited of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. Helier, Jersey and all of its subsidiaries.

“Participation Agreement” : this Agreement excluding the Time Charter Party.

“Pool” :  the Pool of VLCC tankers operated by the Company.

“Pool Committee”  :  the committee described in Clause 11.

“Pool Participants” :  all entities having entered into pool participation agreements with the Company in respect of the Pool.

“Pool Vessels” :  vessels entered and delivered into the Pool by Pool Participants.

“Quarter Date” :  each of 1st January, 1st April, 1st July and 1st October of any year.

“Sanctioned Person” :  any person, being an individual, corporation, company, association or government, who is listed as being subject to a sanction, regulation, official embargo or on any ‘Specially Designated Nationals List’ or ‘Blocked Persons’ lists’, or any equivalent lists maintained and imposed by the United Nations, European Union, Her Majesty’s Treasury in the United Kingdom or the United States Department of Treasury’s Office of Foreign Assets Control.

“Subsidiary” :  of a person means any other person:

(a)          directly or indirectly controlled by such person; or

(b)                               of whose dividends or distributions on ordinary voting share capital such person is entitled to receive more than 50 per cent.

“Technical Committee” :  the committee described in Clause 4.

“Time Charter Party” :  the time charter party described in Clause 6.

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“Third Party” :  a party which is neither a direct or indirect affiliate or subsidiary of or otherwise associated with the Participant.

2                                         PURPOSE OF THE POOL — SHARING OF REVENUES AND LIABILITIES

2.1                               The main objective of the Pool is to enter into arrangements for the commercial employment and operation of the Pool Vessels, arranged by the Company, so as to secure for the Pool Participants the highest earnings per Pool Vessel on the basis of pooling the revenue of the Pool Vessels and dividing it between the Pool Participants on the terms hereof.

2.2                               The Company shall in its own name (as disponent owner) enter into contracts for the employment of the Pool Vessels.  The Company shall have authority, as Time Charter Party owners, to negotiate and conclude spot charters, consecutive voyage charters, contracts of affreightment and time charters for performance by the Pool Vessels provided that the maximum possible period for such contracts shall not exceed seven (7) months.

2.3                               All revenues earned from the operation of the Pool Vessels shall, after deduction of all costs involved in the operation of the Pool, be shared between the Pool Participants. The Company accordingly shall not participate in the financial result of the Pool’s activities but only serve as a vehicle for entering into contracts and for the marketing of the Pool.

2.4                               The Pool shall operate as a profit unit, separately from any other activities of the Company.

2.5                               The Company shall be entitled to enter into charters, as charterers, with third party owners or disponent owners (“Third Party Charters”), for the purpose of chartering in vessels from such third party owners or disponent owners (“Third Party Vessels”)  in order to perform any contract of affreightment time charter trips entered into by the Company pursuant to the provisions of clause 2.2 hereof (“Contracts of Affreightment”) and which cannot be performed (whether in whole or in part) by any of the existing Pool Vessels.

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All Third Party Charters shall, to the extent possible, be for the same period as the Contract of Affreightment that is being covered.

3                                         PERIOD OF THE VESSEL’S PARTICIPATION IN THE POOL

3.1                               The Vessel shall, subject to Clause 15 hereof, be placed at the disposal of the Company for a minimum period of twelve (12) months.

4                                         POOL VESSEL TOTAL COSTS

4.1                               The Pool revenues shall be shared according to a distribution key based on the Pool’s total cost allocated to each Pool Vessel (“Total Costs”). The Total Costs allocated to the Vessel shall, as correctly as possible, reflect the relative operating costs of the Vessel compared with the other Pool Vessels.

4.2                               The basis for the calculation of Total Costs is set out in Appendix 1. At the start of each year during January, the Company shall submit to the Pool Committee for its approval a proposal for the revised basis of calculations for the ensuing year commencing on 1 January (the “Annual Calculation Review”). Upon such approval by the Pool Committee, the Company will calculate or, as the case may be, recalculate Total Costs for each Pool Vessel in accordance with the revised principles of calculation which shall take effect for the whole calendar year from 1 January. The approved revised principles of calculation resulting from the Annual Calculation Review shall take effect as the new Appendix 1 to this Agreement with effect from 1 January of the relevant year, replacing the previous year’s version of Appendix 1.

4.3                               The Vessel shall initially be allocated the Total Costs stated in 5.1 below (the “Initial Total Costs”). The Vessel’s performance shall be reviewed by the Technical Committee on the third Quarter Date occurring after the date the Vessel has entered into the Pool (the “Delivery Date”) or, in the event that there is insufficient data on such third Quarter Date, on the fourth Quarter Date occurring after the Delivery Date (the “Initial Performance Review”). The Initial Performance Review will be based on the actual speed and consumption data of the Vessel received since the Delivery Date and the Initial Total

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Costs will be revised to take into account the results of such review. The results of the Initial Performance Review shall be circulated to the Participant before, and apply on and from, the first Quarter Date falling after the Initial Performance Review date. The new Total Costs determined from the Initial Performance Review shall apply:

(a)                                 retrospectively from the Delivery Date up to (but not including) the third Quarter Date occurring after the Delivery Date as definitive performance-based Total Costs; and

(b)                                 provisionally from the third Quarter Date occurring after the Delivery Date for the next three quarter periods until the results of the first Periodic Performance Review (as described in clause 4.4 below) are determined and circulated to the Participant. For the avoidance of doubt, the application of the results of the Initial Performance Review under this sub-paragraph (b) will involve a retrospective Total Costs adjustment to the first (or in some cases, the first two) of the above three quarter periods,

and the Participant’s entitlement to distributions for the above periods following the Initial Performance Review shall be adjusted accordingly. If this Agreement is terminated prior to the Initial Performance Review, the Vessel’s performance shall be reviewed by the Technical Committee based on the Vessel’s performance data received since the Delivery Date and the Initial Total Costs will be revised to take into account the results of such review (the “Termination Performance Review”). The new Total Costs, determined from the Termination Performance Review, shall apply retrospectively from the Delivery Date up to the date of termination of this Agreement as definitive performance-based Total Costs and the Participant’s entitlement to distributions for such period shall be adjusted accordingly.

4.4                               Further on-going performance reviews of the Vessel based on the Vessel’s actual speed and consumption data shall be conducted on the fifth Quarter Date following the Delivery Date and on every second Quarter Date thereafter (each a “Periodical Performance Review”). Each Periodical Performance Review shall be based on the

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Vessel’s performance data from the previous twelve (12) months and following such review, the Vessel’s Total Costs shall be revised to take into account the results of such review. The results of each Periodical Performance Review shall be circulated to the Participant before, and apply on and from, the first Quarter Date falling after such Periodical Performance Review date. The new Vessel’s Total Costs determined from each Periodical Performance Review shall apply:

(a)                                 retrospectively for the two quarter periods ending on (but not including) the relevant Periodical Performance Review date as definitive performance-based Total Costs; and

(b)                                 provisionally for the next three quarter periods following such Periodical Performance Review date until the results of the next Periodic Performance Review are determined and circulated to the Participant. For the avoidance of doubt, the application of the results of such Periodical Performance Review under this sub-paragraph (b) will involve a retrospective Total Costs adjustment to the first of the above three quarter periods,

and the Participant’s entitlement to distributions for the above periods following each Periodical Performance Review shall be adjusted accordingly.

4.5                               The Technical Committee shall consist of one member nominated by the Manager and one member elected by the Company every year.

5                                         VESSEL’S TOTAL COSTS UPON ENTRY

5.1                               At the time that the Vessel enters into the Pool, the Total Costs that shall be allocated to the Vessel shall be US$ [TBC].

6                                         TIME CHARTER PARTY

6.1                               The Participant/the Vessel shall at any and all times during the term of this Agreement comply with the conditions, terms and warranties expressed or implied in this Agreement and in the Time Charter Party which shall be deemed to be an integral part

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of this Agreement.  The terms of the main Pool Participation Agreement shall prevail if a conflict should arise in the interpretation of the terms of the main Pool Participation Agreement and the terms of the Time Charter Party.

6.2                               When a Participant enters a Vessel into the Pool where the Participant is the owner or the bareboat charterer of the Vessel then the time charter party between the Company and the Participant shall be in the form attached hereto at Appendix 3.1.

6.3                               When a Participant enters a Vessel in the Pool where the Participant has the Vessel on time charter then the time charter party between the Company and the Participant shall be on back-to-back terms with the terms of the time charter between the Participant and the Vessel’s owners or disponent owners subject always to the cover page of Appendix 3.2.

6.4                               The charter party entered into between the Company and the Participant, whether pursuant to clause 6.2 or clause 6.3 above, shall be the Time Charter Party.  In the event that the Time Charter Party departs from the standard time charter terms of the Pool (attached hereto as Appendix 3.1) and such variations, in the opinion of the Pool Committee, have an effect on the earning potential of the Vessel, then such difference shall be reflected in the Total Costs allocated to the Vessel.

6.5                               Where the Participant is not the head owner of the Vessel, the Participant is obliged to notify the Company in advance and as soon as practicable of any planned change of Vessel ownership or technical management further up the charter chain for the Vessel. For the avoidance of doubt, any such change of Vessel ownership or technical management shall not affect any of the terms of this Agreement, including the Time Charter Party.

6.6                               All time under the Time Charter Party shall be recorded in GMT.

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7                                         COMMERCIAL MANAGEMENT AGREEMENT/MANAGEMENT FEE

7.1                               The Company has entered into a Commercial Management Agreement with VL8 Management Inc. (“the Manager”).  The Commercial Management Agreement is annexed hereto as Appendix 2.  The Company shall pay a management fee to the Manager (“the Management Fee”) in consideration of the services rendered by the Manager under the Commercial Management Agreement and an administration fee to the Manager (“the Administration Fee”).

7.2                               The Management Fee shall be a one point two five (1.25) percent commission on all income received under all contracts (voyage charters, consecutive voyage charters, contracts of affreightment and time charters) entered into for the account of the Company in relation to the Vessel (apart from the Time Charter Party which forms part of this Agreement).  The commission shall be calculated by reference to and upon all hire, freight, deadfreight and demurrage collected on such transactions.

7.3                               The Administration Fee shall be three hundred and twenty five dollars (US$325) per day during the term of this Agreement in relation to the Vessel and the Administration Fee shall be payable on a monthly basis in arrears at the end of the first week of each month.

8                                         DISTRIBUTION

8.1                               The Company shall invoice and collect all hire, freight, demurrage and other revenues due as a result of the Pool activities.  The Company will, on behalf of the Pool, pay all expenses payable by it as the Charterer under the Time Charter Party and pay the Management Fee and Administration Fee.  The resulting Net Pool Revenue (as determined in accordance with Clause 12) shall be distributed as time charter hire to each Pool Participant in accordance with the Total Costs of the individual Pool Vessels, adjusted for any off-hire, in accordance with the terms of this Agreement.

8.2                               Distribution of time charter hire shall be made on a provisional basis, calculated on the basis outlined in Clause 12 hereof within the first week of each month. The provisional distribution to be based on the period up to the end of the previous month. The

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Participant’s entitlement to receive such provisional hire shall always be subject to the cash flow requirements of the Company.

8.3                               The Company shall every quarter furnish the Participant with a provisional report on the financial result of the operation of the Pool for the preceding quarter and the Vessel’s earnings shall be adjusted taking into account the provisional monthly hire payments and the Vessel’s actual operating days in the Pool.

8.4                               Further, the Company shall, not later than six (6) months after the end of its financial year (31 March) present to the Participant audited final accounts for the preceding financial year.

8.5                               In the event that there is a breach by the Participant of its obligations under this Agreement (including the Time Charter Party), the Company has the right to set off an amount equal to the damages that the Company has incurred as a result of such breach against the distributions payable by the Company under clauses 8.1 and 8.2 or any working capital that is repayable by the Company under clause 10.

9                                         ACCOUNTING

9.1                               The Manager shall keep such records and accounts as shall be necessary or appropriate for the proper operation of the Pool, including such accounts as shall be necessary for the calculation of distributions.

9.2                               The Manager shall maintain systems of internal controls designed to provide reasonable assurance that transactions are properly executed sufficient to meet the requirements of an independent audit performed in accordance with International Auditing Standards.

9.3                               The Manager shall no later than the 30th day following the end of each quarter, prepare and distribute to each Pool Participant unaudited accounts for the Pool (the “Pool Accounts”) and for each Pool Vessel for the period from 1 April to the end of the relevant quarter.  These quarterly, unaudited Pool Accounts shall include aggregate quarterly accounts with separate calculations made for each quarter.

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9.4                               The quarterly Pool Accounts must show:

(a)                                 Net Pool Revenue and the total distributions made to Pool Participants to date;

(b)                                 Time charter equivalent income for all voyages and charters performed by each Pool Vessel;

(c)                                  The balance on the Company Bank Account and an appropriate reconciliation statement;

(d)                                 Outstanding freight/demurrage due in respect of contracts performed by Pool Vessels;

(e)                                  Off hire days for each Pool Vessel monthly and year to date;

9.5                               The Pool Accounts will be maintained in United States Dollars

9.6                               Messrs ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or other major international accounting firm, on an annual basis, will audit the Pool’s books, including distributions.  Audited reports will be distributed to all Pool Participants.  All Pool records are available for review by each Pool Participant at the offices of the Manager.

9.7                               At the request of the Participant the Company shall make available to an auditor nominated by the Participant all accounts and supporting documents required to verify the correct distribution of revenues to the Participant

10                                  WORKING CAPITAL CONTRIBUTION AND RETENTION

10.1                        The Participant shall, upon delivery of the Vessel under the Time Charter Party deposit in the Company’s account a working capital for the Vessel.  The working capital shall be determined by the Company and shall be US$1,500,000, being the equivalent of the market value of forty-five (45) days of average bunker consumption for the Vessel together with the estimated costs and disbursements associated with three (3) port calls. Where there are bunkers on board the Vessel on delivery of the Vessel by the Participant

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to the Company, the value of the bunkers (based on last prices paid by the Participant on a first-in, first-out basis as evidenced by supporting invoices and bunker delivery receipts) shall be set-off against the working capital to be paid by the Participant to the Company.

Such working capital shall be repaid to the Participant after the termination of the Vessel’s participation in the Pool.  An amount sufficient to cover possible reduced distribution to the Participant following adjustments of the provisional distribution of time charter hire shall nevertheless be withheld until final accounts are available. Where there are bunkers on board the Vessel on redelivery of the Vessel by the Company to the Participant, the value of the bunkers (based on last prices paid by the Company on a first-in, first-out basis as evidenced by supporting invoices and bunker delivery receipts) shall be set-off against the working capital to be repaid by the Company to the Participant.

10.2        In the event that the cashflow position of the Company, as determined by the Manager and the Pool Committee, is insufficient to allow the Company to perform its commercial commitments, then the Pool Committee shall be entitled to recommend a further contribution to the working capital of the Company.  The Participant shall contribute such further contribution to the Company within ten (10) days of receipt of the Pool Committee’s written recommendation, which contribution shall be refunded as soon as the Company’s financial resources permit as determined by the Manager.

11           POOL COMMITTEE

11.1        The Pool Committee shall consist of one (1) representative for each Pool Participant, two (2) representatives appointed by the Company and two (2) representatives of the Manager.  The two (2) representatives of the Manager shall not have the right to vote.

11.2        Each voting Pool Participant shall have a number of votes corresponding to the number of Pool Vessels controlled by such Pool Participant.

11.3        Members of the Pool Committee are elected for a one (1) year period.  If a member of the Pool Committee is a representative of a Pool Participant who no longer has a Pool Vessel

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in the Pool, such member shall automatically cease to be a member of the Pool Committee.

11.4        The Pool Committee shall have the authority to make decisions in respect of the following matters as well as in respect of other matters put before by the Company:

(a)           approval of the basis for the calculation of Total Costs;

(b)           require further contributions to the working capital of the Company in accordance with Clause 10.2;

11.5        The Pool Committee shall meet at least once a year.  The Pool Committee meeting can take place by teleconference as well as by physical meetings.  Representatives to the Pool Committee shall be entitled to participate through proxies.

11.6        All decisions requiring the approval of the Pool Committee shall be taken on the basis of a simple majority of votes casted (excluding abstentions).

12           CALCULATION OF POOL NET REVENUE/LOSS; POOL GROSS REVENUE AND POOL EXPENSES

12.1        The Net Pool Revenue shall be equal to the Gross Pool Revenue (as detailed in Clause 12.2) less the Pool Expenses (as detailed in Clause 12.3) and subject to the adjustments described in Clause 12.4.

12.2        The Gross Pool Revenues consist of:

(a)           each Pool Vessel’s total voyage income (including without limitation freight, deadfreight and demurrage);

(b)           all freight, deadfreight, demurrage, charter hire or any other amount received for the Pool Vessels fixed on charters and any loss of hire insurance proceeds paid in respect of any of the Pool Vessels;

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(c)           all freight, deadfreight, demurrage, charter hire or any other amount received by the Company in respect of Third Party Vessels;

(d)           currency exchange gains;

(e)           interest earned on funds held in the Company’s bank accounts or otherwise arising from the commercial operation of the Pool Vessels;

(f)            any damages or other amounts received in settlement of any claims relating to performance of any contracts of employment by Pool Vessels or vessels chartered in;

(g)           any voyage expenses related rebates;

(h)           any savings or rebates;

(i)            Pool’s share of any salvage money.

12.3        The Pool Expenses consist of:

(a)           each Pool Vessel’s total voyage expenses, including, without limitation, agents, tugs, port expenses, wharfage, bunker, canal fees, voyage related COFR expenses, additional war risk premium etc;

(b)           all freight, deadfreight, demurrage, charter hire or any other amount paid by the Company under or in respect of Third Party Charters;

(c)           all commissions or brokerage payable in respect of all fixtures, charter parties and contracts of affreightment concluded on behalf of the Company;

(d)           all legal fees and any other out of pocket expenses whatsoever incurred by the Pool, the Company and the Manager in connection with the commercial operation and management of the Pool;

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(e)           all fees, costs and expenses whatsoever incurred by the Pool and/or the Company, and/or by the Manager on behalf of the Pool and/or the Company, including, but not limited to, fees and expenses of independent consultants, professional advisors and representatives, supercargo, port captains, surveyors, superintendents or other specialists, whom the Manager may deem desirable to be employed from time to time in connection with the commercial operation of the Pool;

(f)            any insurance premium payable by the Company in accordance with the provisions of Clause 13;

(g)           all payments made by the Company pursuant to Clause 13.4 hereof;

(h)           provisions for contingencies in respect of any amount in dispute and/or doubtful in recovery;

(i)            any other expenses and charges whatsoever incurred by the Company and the Manager or in respect of any Pool Vessel or any chartered-in vessel for the Pool’s purposes directly and indirectly to the management, administration and operation of the Pool;

(j)            external auditor’s fees for review of the Company Accounts as provided in his Agreement;

(k)           remuneration payable to the Manager pursuant to Clause 7;

(l)            currency exchange losses;

(m)          interest and bank charges/commissions payable on the Company’s bank accounts.

12.4        The Net Pool Revenues shall be adjusted by the Company to take account of, or make provisions for, the following:

(a)           results of voyages in progress;

(b)           amounts of voyage revenues earned by the Pool Vessels but not yet received;

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(c)           apportionment of prepaid expenses not included in the voyages expenses as detailed hereof and of expenses paid after the relevant accounting period and attributable in whole or in part to such accounting period;

(d)           retention to cover claims in progress;

(e)           adequate provisions for any outstanding or contingent liability or obligation that would be considered (when accrued) as a Pool Expense.

12.5        Any and all taxes and dues on the Vessel and on payments to the Participant under this Agreement are to be for the Participant’s account and settled directly by it, save for taxes and dues which are solely in the nature of voyage expenses.

12.6        The Company shall not make any additional payments to the Participant under this Agreement in relation to communication, victualling and entertainment expenses, over and above the distributions payable under Clause 8.

13           INSURANCE

13.1        The Participant shall maintain P&I cover for the Vessel insured in a manner acceptable to the Company.

13.2        The Company will take out legal defence cover with a defence club acceptable to the Pool Committee.

13.3        The Company shall take out P&I charterer’s liability insurance and such other insurances as it may from time to time consider to be appropriate.

13.4        In the event that the Vessel is required to transit through areas within the Gulf of Aden or the Indian Ocean which are covered by the current Joint War Committee listings (together, the “IOR Risk Areas”) or the Vessel is required to call areas within the Gulf of Guinea in West Africa which are covered by the current Joint War Committee listings (the “WAF Risk Areas” and together with the IOR Risk Areas, the “Risk Areas”) the following provisions shall apply:

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(a)           subject to clause 13.4(j), all Pool Vessels transiting the Gulf of Aden will transit the Gulf of Aden under the first available naval convoy. Vessels remain on hire during waiting time;

(b)           subject to clause 13.4(j), in case the Participant requires the Vessel to transit the Gulf of Aden under a specific naval-led convoy, the Vessel will remain on-hire for a maximum of 24 hours waiting time.  Thereafter all waiting time to be off-hire and bunkers consumed during such time to be for Participants’ account;

(c)           the Company will arrange for insurance cover for KnR (kidnap and ▇▇▇▇▇▇) on behalf of the Participant with a cap of US$8 million for each transit undertaken by the Vessel through the IOR Risk Areas.  Any additional KnR cover required by the Participant shall be arranged by the Participant, at its cost;

(d)           the Company will arrange for insurance cover for loss of hire on behalf of the Participant for each transit undertaken by the Vessel through the Risk Areas for a maximum ninety (90) day period at a daily rate equal to the average Pool return for the previous calendar month. Any additional loss of hire cover required by the Participant shall be arranged by the Participant, at its cost;

(e)           crew bonuses are reimbursable and will be paid by the Company up to 100% of the crew’s basic wages, per transit for the full crew (including officers), in line with the IBF MOA/ ITF Agreements, for a period limited to the number of days of transit through the IBF High Risk Area and if applicable, the IBF Extended Risk Zone.  Any additional crew bonus paid ex-gratia by the Participant in respect of Risk Areas transits shall be for the Participant’s account;

(f)            the Participant shall take out the Additional war risk cover for the Vessel, and provide necessary invoices and proof of payment to the Company for reimbursement by the Company to the Participant. The Participant shall procure discounts from their war risk underwriters for the fact that kidnap and ▇▇▇▇▇▇ and loss of hire insurance have been taken out separately and if applicable, to take

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into account the presence of armed or unarmed guards on board the Vessel and other Vessel hardening measures undertaken for the Risk Area transit;

(g)           the Company shall reimburse the Participant towards all or part of the cost of various anti-piracy vessel hardening materials (being razor wire, personal protection equipment, anti-blast film and sandbags) to be acquired by the Participant and utilised on the Vessel during the Risk Area transit, up to a limit of US$3,500, subject to the Participant providing necessary invoices and proof of payment. Specifically in respect of razor wires and sandbags only which are subject to wear and tear (“Qualifying Hardening Materials”), the Company shall reimburse the replacement of such items up to the monetary limit advised above in the following circumstances and under the following conditions:

(i)            after one hundred and eighty (180) days following the last reimbursement of such Qualifying Hardening Materials (the “180 Day Period”) under this clause, in the event the Vessel has undertaken three or more transits through the Risk Area during such 180 Day Period; or

(ii)           prior to the Vessel undertaking a fourth transit through the Risk Area within a 180 Day Period; or

(iii)          prior to the Vessel undertaking a transit through the Risk Area where more than 180 days has passed since a transit through the Risk Area was undertaken by the Vessel using the Qualifying Hardening Materials currently on board the Vessel.

In all the above cases the Company is not obliged to reimburse the cost of such Qualifying Hardening Materials where the Participant has tendered a withdrawal notice at that time under clause 15. The Participant is required to notify the Company of its request for reimbursement under this paragraph reasonably in advance before a transit through the Risk Area.

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(h)           the Participant shall have the option of taking armed guards on the Vessel for Risk Area transits, subject to the conditions set out in clauses 13.4(i) and 13.4(j). If the Participant so wishes to take armed guards, the Company will arrange for the appointment of and pay for the cost of the armed guards on behalf of the Participant as long as such armed guards are ISO 28007 certified by one of the UKAS registered certifying bodies. In the case that the Participant insists on using a different armed guards service from that of the Company’s preferred provider, then the Company agrees to reimburse the cost of the armed guards but such reimbursement shall be limited to the price that could have been obtained from using the Company’s preferred armed guards service provider and provided that such armed guards are ISO 28007 certified by one of the UKAS registered certifying bodies. The reimbursement of the cost of the Participant’s own armed guards is subject to the Participant providing the necessary invoices and proof of payment. The procurement of armed guards is subject to local laws and regulations and the availability of armed guard service providers in such areas;

(i)            all waiting time and deviation for picking up and dropping off armed guards shall be for the account of the Company provided that the Company receives approval from the Participant for the use of the Company’s preferred armed guards service provider or confirmation of appointment of the Participant’s own choice of other armed guards service provider promptly and in a timely manner so as not to cause delay to the Vessel’s itinerary;

(j)            the conditions for armed guards being taken on the Vessel for a Risk Area transit, are that:

(i)            if transiting the Gulf of Aden, the Vessel shall not wait for any naval convoy and shall proceed directly or transit with the first available MSCHOA grouped transit or naval convoy, whichever is earlier;

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(ii)           the Vessel shall adopt a direct route through the Risk Areas, but always keeping a minimum distance of 300 nautical miles away from the East Somalian coast; and

(iii)          it is agreed that no armed guards are required to be taken on board the vessel for any transits going from the southern tip of India to the Arabian Gulf (or vice versa) which hug the Western Indian, Pakistani and Gulf of Oman coastlines.

Any waiting time or deviation in contravention of the conditions for the taking of armed guards set out in this paragraph (j) shall be off-hire and for the Participant’s account;

(k)           it is further agreed that the Participant / Vessel will follow and implement the latest edition of BMP when in or transiting the Risk Areas;

(l)            other than as set out in the above paragraphs of this clause 13.4, the Company will not cover for any other security or additional insurance measures adopted by the Participants; and

(m)          the above provisions of this clause 13.4 are based on the current situation in the Gulf of Aden, the Indian Ocean and the Gulf of Guinea, and this will be subject to review as and when the situation changes.

13.5        If the Vessel is seized by pirates and the Vessel remains detained after ninety (90) days, the Vessel shall be off-hired under this Agreement from the ninety-first (91st) day after the seizure and subject to clause 15.2, shall be put on-hire again once the Vessel is released and is made available to the Company in the same position as when the Vessel was seized.

13.6        If additional war risk premium and crew bonus is paid out by the Participant in connection with an employment contract undertaken by the Vessel then subject to the other terms of this Agreement and the Time Charter Party, the Company will reimburse

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the Participant for the additional war risk premium and crew bonus at the next due pool distribution date, provided all relevant requirements in the Time Charter Party have been complied with and all relevant invoices and other requested documents have been submitted in good time by the Participant. However such reimbursement shall be done on the basis that the Company reserves its rights to reverse the reimbursement should the costs of the additional war risk premium and crew bonus be disputed and/or rejected by the sub-charterers under the relevant employment contract pursuant to which such costs were incurred.

13.7        Should any dispute arise as to the quality of the bunkers supplied under the Time Charter Party (such to be time-barred unless notified by the Participant to the Company within 15 days of supply) then the Participant and the Company are to agree to a joint re-analysis of a representative sample, which has been witnessed and signed by the bunkering ship or barge representative, at a laboratory acceptable to the Participant and the Company. The sample for testing shall be the sample which has its seal number endorsed on the Bunker Delivery Receipt. The result of this analysis will be final and binding on all parties. The Participant will arrange to have the delivered fuel tested by an internationally recognized fuel testing laboratory such as DNV or similar.

14           ASSIGNMENT OF EARNINGS

14.1        The earnings of the Pool may not be assigned by the Participant. The Participant may only assign the earnings distributed by the Pool pertaining to the Vessel.

15           WITHDRAWAL/TERMINATION

15.1        The Vessel shall remain in the Pool for a minimum period of twelve (12) months from the date of delivery under the Time Charter Party subject only to the terms of this Clause.  The Participant and the Company shall be entitled to withdraw the Vessel from the Pool and terminate this Agreement by giving ninety (90) days’ notice, plus or minus thirty (30) days in the Company’s option, in writing to the other at any time after the expiry of the initial nine (9) month period that the Vessel is in the Pool provided always that the

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Participant shall not be entitled to withdraw the Vessel from the Pool and terminate this Agreement until any contract entered into by the Company in respect of the Vessel (other than the Time Charter Party) has been fulfilled.  In such circumstances the termination notice shall take effect as expiring upon fulfilment of such contractual obligations.

15.2                        The Company may terminate this Agreement and the Vessel’s participation in the Pool with immediate effect by notice in writing to the Participant if any one of the following situations has arisen:

(a)                                 the Vessel has been off-hire for periods totalling more than thirty (30) days over the last six (6) months;

(b)                                 the Vessel’s or Participant’s performance of its tasks under the contract for which it has been used or its application or non-application of standard industry practices is, in the reasonable opinion of the Company, below the standard required (i) to maintain the reputation of the Pool/Company or (ii) to enable the Company to perform the contractual obligations towards the customers of the Pool/Company and to do so in an adequate and economic manner;

(c)                                  the Vessel is, in the reasonable opinion of the Company, commercially untradeable to a significant proportion of the oil major company customers of the Pool/Company for any reason;

(d)                                 the Participant is in breach with respect to its obligations under this Agreement (including the terms of the Time Charter Party) and the breach is of a nature which, in the reasonable opinion of the Company, warrants a cancellation of this Agreement;

(e)                                  the Participant is insolvent and/or is subject to debt negotiations, bankruptcy and/or similar proceedings and/or is unable to or admits its inability to pay its debts as they fall due;

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(f)                                   except where clause 13.4 applies, the Vessel is captured, arrested, detained or confiscated and the Participant has not, within a period of fifteen (15) days in receipt of notification in writing from the Company thereof, remedied such situation;

(g)                                  if the Participant or any of its Affiliates becomes a Sanctioned Person during the course of this Agreement; and

(h)                                 if the Vessel is no longer controlled (whether by way of ownership or charter) by the Participant.

15.3                        Any termination of this Agreement and withdrawal of the Vessel from the Time Charter Party shall be without prejudice to any and all rights and obligations of the parties hereto attributable to such termination or withdrawal or to any event, circumstance or period, prior to the effective date of such termination or withdrawal or to any rights and obligations which survive such termination or withdrawal in accordance with this Agreement.

16                                  NATURE OF THE AGREEMENT

16.1                        This Agreement shall not constitute or give rise to any partnership between the Participant and the Company or other Pool Participants.   The Participant shall under no circumstances be responsible for the debt of any other Pool Participant nor (except as specifically provided for in this Agreement) for the debt of the Company.

16.2                        The Participant shall have no rights in respect of goodwill or other tangible or intangible assets of the Company apart from what is specifically stipulated in this Agreement.

17                                  CONFIDENTIALITY

17.1                        This Agreement including all terms, details, conditions, and period is to be kept private and confidential and beyond the reach of any third party, with the exception that details

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of the same (and, where so required, copies of this Agreement) may be disclosed where such disclosure is:

(a)                                 required to allow a Disclosure Party to report its financial performance to its shareholders and/or (for the purposes of assessing the assets and income of such persons) to any present investors or, on a confidential basis, any prospective investors or lenders to any of such persons;

(b)                                 required to allow a Disclosure Party to make disclosures on a confidential basis to present or prospective investors in or lenders to any such entity (or their respective advisers) or in connection with any merger, acquisition, disposal or divestment or the financing of any of the same or any holding in any such entity;

(c)                                  required to allow or in contemplation of the initial public offering or any private placement or any further issue or offering of securities (including for the avoidance of doubt in connection with any merger, acquisition, disposal or divestment and whether or not the same are to be publicly traded) in a Disclosure Party, including for the avoidance of doubt, filing any registration statements or other documentation with the Securities and Exchange Commission or any other regulatory authorities for such purposes;

(d)                                 disclosed to the directors, board observers, employees, officers, agents, professional advisers, insurers, auditors or bankers of any party to the extent necessary or reasonable for such persons to obtain the same for the purpose of discharging their responsibilities and provided, in relation to board observers, agents, insurers, bankers or professional advisers which are not covered by professional duties of confidentiality, such persons are obliged to keep the applicable information confidential and the disclosing party shall be responsible for, and liable to, the other party for any breach of the confidentiality restrictions in this letter by such persons;

(e)                                  disclosed to vest the full benefit of or to enforce any rights conferred by this Agreement on any party to the same or in connection with any legal proceedings arising out of or in connection with it; or

(f)                                   required to be disclosed (whether or not such requirement has the force of law) to a court or other authority of competent jurisdiction or taxation authority, governmental, official or regulatory or supervisory body or authority or to inspectors or others authorised by such a body or authority or as otherwise required by the law of any relevant jurisdiction or to any relevant securities exchange or as otherwise required by the law of any relevant jurisdiction.

Save as specified otherwise above, the terms and conditions of this Agreement are for the sole use of the parties to this Agreement and are not to be copied or used for any other purpose without the express written consent of the Pool.

17.2                        The Participant understands that information contained in reports and commentaries provided by the Company to the Participant in connection with this Agreement (whether these are the reports provided under Clause 8.3 of the Participation Agreement or otherwise) (the “Reports”) may include material non-public information pertaining to

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other Pool Participants that have publicly traded securities and a significant proportion of their vessels participating in the Pool or other Navig8 Group pools. The Participant hereby confirms that (i) it is aware that it may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ rules and regulations by virtue of the receipt of information contained in the Reports and (ii) that it is responsible for obtaining its own legal advice on any such matters relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ rules and regulations and receipt of material non-public information.

18                                  TOTAL LOSS

18.1                        In the event of a total loss or constructive total loss of the Vessel, the Vessel’s participation in the Pool shall be deemed to be terminated at noon on the day of her loss or, should the Vessel be missing, at noon on the day on which she was last heard of.

19                                  CHOICE OF LAW AND JURISDICTION

19.1                        This Agreement is governed by and shall be interpreted in accordance with English law.

19.2                        All disputes arising under or in connection with this Agreement shall be referred to arbitration in London.  The arbitration shall be conducted in accordance with one of the following London Maritime Arbitrators’ Association (“LMAA”) Rules:

(a)                                 where the amount claimed by the claimants is less than United States Dollars Fifty thousand (US$50,000), excluding interest, the reference shall be to a sole arbitrator and the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure;

(b)                                 in any case where the LMAA procedures referred to above do not apply, the reference shall be to three arbitrators (one to be appointed by each of the parties and the third by the arbitrators so chosen) in accordance with the LMAA terms in force at the relevant time.

19.3                        In respect of clause 19.2(b), if either of the appointed arbitrators refuses to act or is incapable of acting, the party who appointed him shall appoint a new arbitrator in his place. If one party fails to appoint an arbitrator, whether originally or by substitution for

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two weeks after the other party, having appointed his arbitrator, has (by email, fax or letter) called upon the defaulting party to make the appointment, the President for the time being of the London Maritime Arbitrators’ Association shall, upon application of the other party, appoint an arbitrator on behalf of the defaulting party and that arbitrator shall have the like powers to act in the reference and make an award (and, if the case so requires, the like duty in relation to the appointment of a third arbitrator) as if he had appointed in accordance with the terms of this Agreement.

20                                  NOTICES

20.1                        Notices or other communications under or with respect to this Agreement shall be in writing and shall be delivered personally or shall be sent by mail, telefax or email to the parties at their respective addresses set forth below or to such other address as to which notice is given:

To the Participant:

Gener8 Strength LLC

Trust Company Complex, Ajeltake Road,

Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands

Attn to: ▇▇▇▇ ▇▇▇▇▇▇▇

Telefax: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

To the Company:

VL8 Pool Inc.

Trust Company Complex, Ajeltake Road,

Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇

Attn to: ▇▇▇▇▇ ▇▇▇▇▇▇▇

Telefax: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇

Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Pool withdrawal notices should also be emailed to: ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Notice shall be deemed given upon sending except for notice by mail which shall be deemed given upon receipt.

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21                                  ENTIRE AGREEMENT

21.1                        This Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement.  Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any pre-contractual representation and/or statement whether in writing or in words.

21.2                        This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute one and the same instrument.

22                                  RIGHTS OF THIRD PARTIES

22.1                        Save as expressly provided in this Agreement, no terms of this Agreement shall be enforceable by a third party, being any person other than the parties hereto and their permitted successors and assignees.  The provisions of the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ shall accordingly not apply to this Agreement.

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IN WITNESS the Parties hereto have executed this Agreement the day and year first above written.

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Additional Clauses 43-118

The Vessel

43. Additional description. [TBC]

In addition to the vessel’s Questionnaire 88, the vessel is further described as follows:

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APPENDIX 1

POOL VESSEL EVALUATION SYSTEM

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VL8 Pool — Vessel Evaluation Process - 2015

APPENDIX 1: VL8 POOL - VESSEL EVALUATION SYSTEM [VES] 2015

The evaluation of vessels entering the ▇▇▇ ▇▇▇▇ consists of 3 parts:

The 1st part uses the vessels’ speed and consumption figures in order to calculate their Daily Bunker Cost basis the Pool’s weighting of the time a vessel spends in Ballast / Laden / Load / Discharge / Idle conditions.

The Daily HFO and MGO Consumptions for each vessel are calculated for the respective conditions basis:

1.              The individual weightings of the operating conditions of the vessels, which are:

2.             A Pool Reference Speed of 10.00kn in Ballast and 13.00kn in Laden, which will provide for the distance that each vessel will be evaluated on over a 24hr period.

Basis the above figures, the vessels will be evaluated on 240 nm in Ballast and 312 nm in Laden condition.

3.             Bunker Prices of $480 per mt for HFO and $735 per mt for MGO

·                 Bunker Prices will be determined basis the average of the bunker prices for the ports of Rotterdam and Singapore as published by Platts.

·                 The average bunker price for the IFO380 fuel type will also be adjusted basis the SECA area percentage of MGO usage.

·                 On a provisional basis, the Bunker Prices for each port will be based on the average of the last 6 months of spot prices and 6 months of forward prices.

·                 The provisional Bunker Prices will be reviewed every 6 months just prior to 1st January and 1st July of each year and will be applicable for the following 6 month period. The 1st July provisional Bunker Prices will be informed to all Pool Participants.

·                 In addition, at the end of each 6 month period, the Pool will finalise the Bunker Prices for that period by inputting the actual average spot bunker prices for Singapore and Rotterdam during that period into the above calculation method. Each Vessel’s Total Cost for that prior 6 month period will therefore be adjusted retrospectively.

·                 The calculation method for the provisional Bunker Prices for the 1st Half of 2015 is as follows:

Period from Jun14 to Nov14

Period from Dec14 to May15

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4.              The Total Daily Cost for each vessel will be calculated basis the below formula:

Bunker Consumptions for Ballast/Laden:

Distance / Vessel’s Speed / 24 x Vessel’s Consumption x Bunker Prices x Weighting

PLUS

Bunker Consumptions for Load / Discharge / Idle:

Vessel’s Consumption x Bunker Prices x Weighting

The 2nd part of the evaluation takes into account the Rewards and Penalties’ Adjustments applied to each of the vessels based on their individual Physical and Trading characteristics.

By using the percentages as they are set out in the Penalties/Rewards Table, we calculate the TCE Adjustments that apply to each vessel on a USD$ per day basis each month’s Average Pool’s Daily TCE.

The 3rd part uses the vessel’s Daily Bunker Cost and TCE Adjustments to calculate the Total Cost of each vessel.

1.              The Total Cost of each vessel is equal to the Daily Bunker Cost minus the TCE Adjustments.

2.              Each of the pool vessels’ Total Cost is compared against the Pool’s Average Cost.

3.              The Pool’s Average Cost is the weighted average of all the participating pool vessels’ Total Cost basis the Trading Days each vessel has during the month.

Any references to “Pool Earning Points” or “Initial Pool Points” in the Pool Agreement shall be interpreted as references to the Vessel’s Total Cost or where applicable, the Vessel’s provisional Total Cost.

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REVENUE ALLOCATION FORMULA

The formula used for Allocating Revenues in the Pool Distribution Module is as follows:

Pool’s Average Cost – Vessel’s Total Cost = Vessel’s Margin

Vessel’s Margin + Pool’s Average TCE = Vessel’s Distributable Income ($/Day)

The following table shows an example of a monthly distribution:

(1) Pool Avg. Total Cost = Weighted average of Vessel’s Total Cost and Trading Days

(2) VSL Margin = Pool’s Average Cost – Vessel’s Total Cost

(3) Vessel’s Distr. TCE ($/Day) = VSL Margin + Pool’s Average TCE (*)

PENALTIES/REWARDS TABLE

In order to convert the above percentages into monetary value, they should be multiplied with the Pool’s Average TCE $/Day for the relevant month.

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POOL PERFORMANCE REVIEWS PARAMETERS

In order to determine the eligible data for carrying out the Performance Reviews of the vessels as described in clauses 4.3 and 4.4 in the Pool Agreement the following parameters will apply:

·                  Up to and including Beaufort Scale 5 (As provided by FleetWeather)

·                  Up to and including ▇▇▇▇▇▇▇ Sea Scale 5 (As provided by FleetWeather)

·                  Ocean Currents (As provided by FleetWeather)

·                  Between 0.5 knots against the vessel (-0.5) and 0.5 knots in favour of the vessel (+0.5)

·                  Minimum length of a qualifying passage to be 48 hours

·                  Minimum amount of qualifying data from any qualifying passage to be 24 hours

·                  Instructed Speed Ranges of:

Note: The Instructed Speed Ranges will be reviewed on an annual basis to reflect market conditions

In addition, performance days under the following conditions will be excluded from the eligible data:

·                  Manoeuvring operations

·                  Following Convoys

·                  Timed Arrivals

·                  Search & Rescue operations

Definitions

·                  Ocean Currents

·                  FleetWeather obtains our ocean current data from a high resolution, declassified ocean current model called HYCOM (▇▇▇▇▇://▇▇▇▇▇.▇▇▇). Although we take into consideration any ocean current reports from the Master, the ‘Current Factor’ information within the performance reports is derived from complex trigonometric algorithms that incorporate the course of the vessel and the impact angles of the ocean currents over a given segment distance (noon report to noon report for example). The ‘Current Factor’ will either have a positive or negative effect on the performance speed of the ship.

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APPENDIX 2

COMMERCIAL MANAGEMENT AGREEMENT

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APPENDIX 2

VL8 MANAGEMENT INC,

as The Manager

and

VL8 POOL INC.

as The Company

COMMERCIAL MANAGEMENT AGREEMENT

CONTENTS

THIS AGREEMENT is dated 1 September 2010 and is made between:

(1)                                 VL8 MANAGEMENT INC. with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“the Manager”); and

(2)                                 VL8 POOL INC. with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“the Company”),

(each a “Party” and, together, the “Parties”).

WHEREAS

(A)                               The Company operates a pool of tankers (the “Pool”); and

(B)                               The Company does not itself have the personnel required to perform the various tasks involved in the operation of the Pool; and

(C)                               The Manager has the necessary personnel and other resources to undertake the management of the commercial affairs of the Pool, including preparing accounts for the Pool and the Company, and the Company wishes to appoint the Manager as the commercial manager of the Vessels in accordance with the terms of this Agreement.

THEREFORE IT IS AGREED AS FOLLOWS

1                                         DEFINITIONS

In this Agreement

“Affiliate” means any entity that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with a Party, “control” being at least 50% (fifty percent) ownership.

“Business Day” means days on which banks are open for business and not authorised to close in Singapore, London, New York and Muscat.

“Management Services” means the services provided by the Manager to the Company pursuant to Clause 4.1 of this Agreement.

“Vessels” means any vessels operated by the Company on a chartered in and/or chartered out basis, and/or, all of which are subject to this Agreement and “Vessel” means any of them.

2                                         APPOINTMENT

2.1                               With effect from the date hereof and continuing unless and until terminated as provided herein, the Company hereby appoints the Manager as its exclusive provider of Management Services and the Manager hereby accepts such appointment.

3                                         BASIS OF AGREEMENT

3.1                               Subject to the terms and conditions of this Agreement, during the period of this Agreement, the Manager shall carry out the Management Services in respect of any Vessel as agents for and on behalf of the Company.

3.2                               The Manager shall have authority to take such actions as it may from time to time in its absolute discretion consider to be necessary to enable it to perform its obligations under this Agreement in accordance with sound commercial management and/or brokerage practice for vessels similar to the Vessels and the market in which the Vessels operate or will operate.

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The Manager undertakes to use its best endeavours to manage the Vessels on behalf of the Company in accordance with sound commercial management practise, and to protect and promote the interest of the Company in all matters related to the efficient management of the Vessels.

3.3                               The Company agrees that the Manager shall not be restricted from carrying on or being concerned or interested in other enterprises either for its own account or on behalf of parties for whom it may be acting as commercial manager, charter broker or otherwise.

4                                         COMMERCIAL MANAGEMENT

4.1                               In consideration of the Management Services Commission payable by the Company to the Manager pursuant to Clause 5 below, the Manager shall provide the commercial operation of the Vessels, as required by the Company, which includes, but is not limited to, the following functions:

(a)                                 providing marketing services on behalf of the Company in respect of the Vessels, including, but not limited to, seeking, negotiating and concluding time charters no longer than three (3) months, voyage charters and/or contracts of affreightment in respect of the Vessels. However the Manager may negotiate and conclude time charters longer than three (3) months if mutually agreed by the Company, such agreement not to be unreasonably withheld;

(b)                                 arranging the invoicing of all hire and/or freight revenues or other monies of whatsoever nature to which the Company may be entitled arising out of or otherwise in connection with the Vessels. For the avoidance of doubt in the receipt and handling of any funds of the Company, the Manager shall have fiduciary responsibilities with respect thereto in accordance with normal vessel agency practices and applicable law. Any discounts or rebates that are, or become, available are to be credited to the Company;

(c)                                  providing voyage estimates and accounts and calculating and collecting hire, freights, demurrage and/or despatch monies due from or due to the charterers of the Vessels;

(d)                                 issuing of voyage instructions, supervising and arranging bunkering, monitoring of voyage performance, speed and use of weather routing services, if deemed necessary by the Manager;

(e)                                  to approve letters of indemnity (“LOI”) provided that such ▇▇▇▇ are in conformity with the charterparties entered into between the Company and each of the Pool Participants;

(f)                                   arranging the scheduling of the Vessels according to the terms of the Vessels’ employment;

(g)                                  appointing agents and negotiating tug-boat service contracts;

(h)                                 arranging surveys associated with the commercial operation of the Vessels;

(i)                                     maintaining such documents, records, accounts, statements and supporting vouchers (if any), obtained in connection with the Management Services (all of which documents, records, accounts, statements and supporting vouchers (if any) are and will remain the sole property of the Manager) and making them available to the Company upon request, including, but not limited to, any of the foregoing which the Manager deems necessary or advisable in order to comply with any charter or other contract in effect with respect to the Vessels from time to time; and

(j)                                    arranging kidnap and ▇▇▇▇▇▇ insurance as and when required on behalf of the owners and same to accounted as pool expenses.

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4.2                               To submit all necessary financial, accounting and business reports to the Company so as to enable the Company to comply with its reporting obligations to the Pool Participants in accordance with the terms of the Pool Participation Agreements entered into between the Company and the Pool Participants. The Manager expressly acknowledges that it has seen copies of such Pool Participation Agreements and has full notice of such obligations.

4.3                               In the performance of its obligations under this Agreement, the Manager shall only be required to spend the amount of time and attention on the Vessels that a commercial manager would reasonably be expected to spend in the proper discharge of its obligations under this Agreement.

5                                         COMMISSION

5.1                               The Company shall pay to the Manager a commission fee equal to one point two five per cent (1.25%) of all hire, demurrage, freights, any freight accessories and miscellaneous revenues arising from or in connection with the employment or operation of the Vessels during the term of this Agreement (apart from the time charters which form part of the Pool Participation Agreement entered into between the Company and the Pool Participants) (the “Management Services Commission”).

5.2                               The Management Services Commission shall be payable by the Company to the Manager on the dates when such hire, demurrage, freights, freight accessories or miscellaneous revenues (as the case may be) is due to be paid.

5.3                               The Company shall pay an administration fee equal to three hundred and twenty five dollars ($325) per day per Vessel during the term of this Agreement and such administration fee shall be payable on a monthly basis in arrears at the end of the first week of each month.

5.4                               The Company hereby authorises the Manager to deduct the Management Services Commission from any amounts received by the Manager arising from or in connection with the employment or operation of the Vessels.

5.5                               The Parties agree that any Management Services Commission payable by the Company to the Manager in accordance with this Agreement shall remain payable for the duration of any underlying charterparty, contract of affreightment or fixture of a Vessel notwithstanding the termination of this Agreement for any reason whatsoever prior to the expiry of such charterparty, contract of affreightment or fixture.

6                                         ACCOUNTS

6.1                               The Management Services Commission and all expenses incurred by the Manager in respect of the provision of the Management Services under the terms of this Agreement on behalf of the Company shall in any event remain payable by the Company to the Manager on demand.

6.2                               The Manager shall keep proper books, records and accounts related to the Vessels and shall make the same available for inspection and audit on behalf of the Company at such time as may be mutually agreed.

7                                         COMPANY’S UNDERTAKINGS

7.1                               The Company undertakes as follows:

(a)                       to indemnify and hold the Manager and/or its appointed agent harmless from all consequences or liabilities in signing bills of lading, issuing letters of indemnity in lieu of bills of lading or changes of destination from bills of lading or other documents relating to the relevant charterparty, contract of affreightment or fixture for any Vessel or from any irregularity in documents supplied to the Manager and/or its appointed agent or from complying with orders given to it;

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(b)                       to immediately notify the Manager of the Company’s decision to re-deliver a Vessel which shall include details of the delivery date, port of delivery or range of ports of delivery, any pre-delivery inspections and any other information which may affect the operations or employment of such Vessel. Following receipt of such notice, the Manager shall not contract to employ that Vessel for periods in excess of the intended delivery date of that Vessel as specified in the Company’s notice to the Manager as aforesaid;

(c)                        the Company shall notify the Manager of any decision made by the Pool Committee; and

(d)                       the Manager shall at his own expense provide all office accommodation, equipments, stationeries and staff required for the provision of its services hereunder.

8                                         LIABILITY

8.1                               Force Majeure

Neither the Company nor the Manager shall be under any liability for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control.

8.2                               Liability to Company

Without prejudice to Clause 8.1 above, the Manager shall be under no liability whatsoever to the Company for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or in connection with detention of or delay to a Vessel) and howsoever arising in the course of performance of the Management Services UNLESS the same is proved to have resulted solely from the negligence, gross negligence or wilful default of the Manager or its employees in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted from the Manager’s personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Manager’s liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of US$500,000 (five hundred thousand United States Dollars);

8.3                               Indemnity

Except to the extent and solely for the amount therein set out that the Manager would be liable under Clause 9.2 above, the Company hereby undertakes to keep the Manager and their employees, and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of the Agreement, and against and in respect of all costs, losses, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Manager may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement.

8.4                               “Himalaya”

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

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servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.

9                                         TERMINATION

9.1                               Termination on Notice

Either the Manager or the Company may terminate this Agreement by giving ninety (90) days’ written notice to the other,

9.2                               Manager’s Default

If the Manager fails to meet its obligations under Clauses 3 and 4 of this Agreement for any reason within the control of the Manager, the Company may give notice in writing to the Manager of the default, requiring it to remedy the default as soon as practically possible. In the event that the Manager fails to remedy it within a reasonable time to the reasonable satisfaction of the Company, the Company shall be entitled to terminate this Agreement with immediate effect by giving notice in writing to the Manager.

9.3                               Company’s Default

If the Company fails to pay the Management Services Commission or any other commission or amount due to the Manager in accordance with the terms of this Agreement, the Manager shall give notice of the default in writing and demand that the outstanding amount is paid within fourteen (14) days from the date of such notice. In the event that such outstanding amount is not paid within this time by the Company, the Manager shall be entitled to terminate this Agreement (and its appointment as Manager hereunder) with immediate effect by giving the notice in writing to the Company.

9.4                               Extraordinary Termination

(a)                       Upon the re-delivery of a Vessel or if a Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned, this Agreement shall continue in full force and effect in relation to the other Vessel(s) only

If, for the reasons contemplated in this clause 9.4, only one Vessel remains, then, upon the sale or re-delivery of such Vessel or if such Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned, this Agreement shall terminate.

(b)                                 For the purposes of this Clause 9.4:

(i)                                     the date upon which a Vessel is to be treated as having been sold or otherwise disposed of shall be the date on which the Company ceases to be charterer of that Vessel;

(ii)                                  a Vessel shall not be deemed to be lost unless either she has become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of that Vessel has occurred.

9.5                               This Agreement shall terminate forthwith in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of either Party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if a Party suspends payment, ceases to carry on business or make any special arrangement or composition with its creditors.

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9.6                               The termination of this Agreement shall be without prejudice to all rights accrued by and between the Parties under this Agreement prior to the date of such termination, including, but without limitation, the Manager’s rights under Clause 5.1 above.

10          GENERAL

10.1                        No variation of this Agreement shall be effective unless given in writing and signed by or on behalf of the Parties.

10.2                        If any term or provision in this Agreement is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected.

10.3                        Neither this Agreement nor any of the rights, obligations or duties arising under this Agreement may be assigned or transferred by either Party without the prior written consent of the other Party.

10.4                        The arrangements contemplated by this Agreement are not intended to and shall not (and shall not be construed so as to) constitute any kind of partnership between the Parties.

10.5                        No neglect, delay or indulgence on the part of either Party in enforcing any term of this Agreement will be construed as a waiver of that term and no single or partial exercise by either Party of any rights or remedy under this Agreement will preclude or restrict the further exercise or enforcement of any such right or remedy or any other rights or remedies under this Agreement.

10.6                        This Agreement, and the documents referred to in it, shall not form part of the Pool Participation Agreements but shall be exhibited to such Agreements as Appendix 2.

10.7                        A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

10.8                        This Agreement can be executed in counterparts, each of which when executed and delivered is an original and all of which together evidence the same agreement.

11                                  CONFIDENTIALITY

11.1                        Each Party shall keep, and shall seek to ensure its officers, employees, agents and consultants keep confidential all information gained by it or them during the term of this Agreement concerning the business and affairs of the other Party (and the terms of this Agreement) and will not disclose or use the same for any purpose whatsoever except:

(a)                                 as required by any applicable law; and

(b)                                 as reasonably required to be disclosed to its professional advisers, including without limitation, its lawyers and auditors.

12                                  NOTICES

12.1                        Any notice given under this Agreement shall be in writing and should be delivered personally or sent by first class pre-paid post or by fax to the Parties’ respective addresses set out below in this Agreement or as otherwise notified by them from time to time in accordance with the provisions of this Clause

12.2                        The address and fax number (and the person for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered in connect with this Agreement is:

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To the Manager:

VL8 Management Inc.

Trust Company Complex

Ajeltake Road

Ajeltake Island

Majuro

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇ ▇▇▇▇▇

Fax:                       + 65 66 22 00 99

Email:            ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Attn:                    ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Copy:

Oman Shipping Company S.A.O.C.

▇▇ ▇▇▇ ▇▇▇, ▇▇ ▇▇▇

▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇

Fax:                       + 968 24400922

Email:            ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇

Attn:                    ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇

To the Company:

VL8 Pool Inc.

Trust Company Complex

Ajeltake Road

Ajeltake Island

Majuro

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇ ▇▇▇▇▇

Fax:                       ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

Email:            ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Attn:                    ▇▇▇ ▇▇▇▇▇▇

In the absence of evidence of earlier receipt, a notice or other communication is deemed given:

(a)                       If delivered personally, when left at the address referred to in Clause 13.2 above;

(b)                       If sent by post, on the third (3rd) Business Day next following the day of posting it;

(c)                        If sent by fax, on completion of its transmission, if transmitted during normal business hours (9.30am — 5.30pm) on any Business Day. A notice given by a fax transmitted after midnight but on or before 9.30am on Business Day shall be deemed to be given at 9.30am on that Business Day and a notice by a fax transmitted after 5.30pm but on or before midnight on any Business Day shall be deemed to be given at 9.30am on the following Business Day.

13                                  LAW AND JURISDICTION

13.1                        This Agreement shall be governed by English law and any dispute arising out of or in connection with this Agreement which cannot be settled by mutual agreement of the Parties shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof for the time being in force.

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13.2                        Save as provided otherwise in this Clause 13, the arbitration shall be conducted in accordance with the London Maritime Arbitrators’ (LMAA) Terms current at the time when the arbitration is commenced.

13.3                        The reference will be to a sole arbitrator if the Parties can agree upon the identity of a sole arbitrator within fourteen (14) days following a Party giving notice in writing to the other Party of its intention to commence arbitration proceedings, failing which the reference shall be to three (3) arbitrators.

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

IN WITNESS WHEREOF the Parties have entered into this Agreement on the date first written above

EXECUTED by the Parties

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APPENDIX 3.1

STANDARD POOL TIME CHARTER

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