V8 POOL INC.

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(b)

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

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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 Revenue consists of:

(a)

each Pool Vessel’s total income (including without limitation freight, deadfreight, demurrage, charter hire, any amounts received for the Pool Vessels fixed on charters, and any loss of hire insurance proceeds received in respect of any of the Pool Vessels);

(b)

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

(c)

currency exchange gains;

(d)

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

(e)

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;

(f)

any savings or rebates, including those related to voyage expenses; and

(g)

the Pool’s share of any salvage money received.

12.3	The Pool Expenses consist of:

(a)

each Pool Vessel’s total voyage expenses incurred by the Company or the Manager in connection with the performance of Pool Contracts, 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 or the Manager under or in respect of Third Party Charters;

(c)

all commissions or brokerage payable in respect of all Pool Contracts 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;

(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 14;

(g)

all payments made by the Company in respect of legal claims relating directly to the Pool or Pool Vessels, including without limitation claims in respect of the Pool Contracts;

(h)

all payments made by the Company pursuant to Clause 14.4 hereof;

(i)

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

(j)

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 relating to the management, administration and operation of the Pool;

(k)

external auditor’s fees for review of the Pool accounts as provided in this Agreement;

(l)

remuneration payable to the Manager pursuant to Clause 7;

(m)

currency exchange losses; and

(n)

interest, repayments of principal and bank charges/commissions/fees payable on the Company’s bank accounts and/or under any receivables financing facility for the Pool.

12.4	The Net Pool Revenues may 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;

(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)

previous overpayments of Distributions to Pool Participants, not yet recovered; and

(f)

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

LAYING UP

13.1

The Company may decide to lay up the Vessel (and other Pool Vessels) if market conditions justify such a decision.  If the Vessel is laid up, the Participant shall receive Distributions calculated according to the Vessel’s Total Costs, but with a reduction for any net savings that the Participant may reasonably be expected to obtain as a result of the Vessel being laid up.

14

INSURANCE

14.1	The Participant shall at its own expense arrange and maintain P&I, H&M and pollution cover for the Vessel in a manner consistent with prudent first class owners and acceptable to the Company.

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

14.3	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.

14.4

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:

(a)

subject to Clause 14.4(j), all Pool Vessels transiting the Gulf of Aden will transit under the first available naval convoy. Vessels remain on hire during waiting time;

(b)

subject to Clause 14.4(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 Risk Areas.  Any additional KnR cover required by the Participant shall be arranged by the Participant, at its cost;

(ii)

however, if the Participant chooses to arrange its own KnR loss of hire cover for transits through the Risk Areas, the Company shall, subject to the Participant providing the necessary invoices and proof of payment, reimburse the Participant the cost of such insurance cover but such reimbursement shall be limited to the amount that the Company would have paid if such insurance cover had been arranged by the Company pursuant to sub-clause 14.4(d)(i).

(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)

where the Participant chooses not to take out and be covered by the additional war risks insurance cover arranged by the Company pursuant to Clause 14.7, 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 (but subject to the cap set out in Clause 14.7). The Participant shall procure discounts from their war risk underwriters for the fact that kidnap and ▇▇▇▇▇▇ and KnR loss of hire insurance have been taken out separately and if applicable, to take 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.

(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 14.4(i) and 14.4(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;

(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.

(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 14.4, 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 14.4 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.

14.5

If the Company arranged for KnR loss of hire insurance pursuant to Clause 14.4(d)(i) and the Vessel is seized by pirates and the Vessel remains detained after one hundred twenty (120) days, the Vessel shall be off-hired under the Time Charter Party from the one hundred and twenty-first (121st) day after the seizure. However, if the Participant arranged its own KnR loss of hire insurance pursuant to Clause 14.4(d)(ii), the Vessel shall be off-hired under the Time Charter Party immediately from the time the Vessel is seized by pirates. In either case and subject to Clause 16.4, the Vessel 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.

14.6

If additional war risk premium (in the event the Participant chooses to take out and be covered by its own additional war risks insurance cover pursuant to Clause 14.7) 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 the Participant for the additional war risk premium (but subject to the cap set out in Clause 14.7) 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. Any additional loss of hire cover, including but not limited to H&M war risk loss of hire cover, required by the Participant shall be arranged by the Participant, at its cost.

14.7

In the event the Company has its own additional war risks policy in place, the Company shall arrange for additional war risks insurance cover (“AWRP”) on behalf of the Participant where such cover is required under the Time Charter Party. However, if the Participant chooses to arrange its own AWRP when such cover is required under the Time Charter Party, the Company shall reimburse the Participant the cost of such insurance cover in accordance with Clause 14.6, but such reimbursement shall be limited to the amount that the Company would have paid if such insurance cover had been arranged by the Company pursuant to this Clause 14.7.

14.8	For the avoidance of doubt, the Company shall have no liability whatsoever to the Participant in connection with any insurance cover arranged by it on behalf of the Participant pursuant to this Clause 14, other than its obligation to pay the premium under the relevant insurance cover.

14.9

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 14 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. Where the Participant agrees to arrange for testing of the quality of bunkers through one of the bunker testing laboratories nominated by the Company, the testing shall be done solely at the Company’s cost.

15	ASSIGNMENT

15.1	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.

15.2

The Company may assign, transfer, charge or deal in any other manner with any of its rights under this Agreement and/or any sub-charter (including, without limitation and for the avoidance of doubt, the Company's earnings under sub-charters and any sum to the Company's credit in the Company's bank accounts) for the purpose of or in connection with any working capital financing of the Company. The Participant agrees to the subordination of any claims it has or may have against the Company to any and all claims of a lender providing working capital financing to the Company. The Participant also agrees to waive any (a) contractual or other lien over any freight, sub-freights or sub-hires pertaining to the Vessel, and/or (b) any right to intercept bill of lading freight arising in connection with the Vessel.

16	WITHDRAWAL/TERMINATION/SUSPENSION

16.1

The Vessel shall remain in the Pool for a minimum period of six (6) months from the Delivery Date, subject only to the terms of this Clause.  Each of the Participant and the Company shall be entitled to withdraw the Vessel from the Pool and terminate this Agreement by giving sixty (60) 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 five (5) month period from the Delivery Date. Upon delivery of a termination notice or receipt of a termination notice in accordance with this Clause 16.1, subject to Clause 16.2, the Company shall be obliged to redeliver the Vessel to the Participant within a period that is between thirty (30) days and ninety (90) days after the date that such termination notice is delivered or received, such redelivery date within the above window to be at the Company’s discretion. For the avoidance of doubt and notwithstanding the above, the Vessel may not be redelivered until the Vessel has completed any Pool Contract concluded or on subjects for the Vessel prior to the delivery of a termination notice.

16.2

Notwithstanding the provisions of Clause 16.1 above, the Company, in its option, shall be entitled to add any or all off-hire time under the terms of the Time Charter Party (where the terms of the Time Charter Party allow for this) to extend the redelivery date of the Vessel following the delivery or receipt of a termination notice under this Clause 16.

16.3

Notwithstanding the provisions of clauses 16.1 and 16.2 above, in the event that the Participant has agreed and properly evidenced a firm sale of the Vessel to a Third Party, the Participant shall, subject to the following provisions of this clause 16.3, be entitled at any time after the date of this Agreement to withdraw the vessel from the Pool and terminate this Agreement by giving a sale termination notice (a “Sale Termination Notice”) in writing to the Company. Upon receipt of a Sale Termination Notice from the Participant, the Company shall be obliged to redeliver the Vessel to the Participant within the period that commences on the date falling thirty (30) days after receipt of the Sale Termination Notice by the Company and expires on the date falling ninety (90) days after the date of receipt of the Sale Termination Notice, such redelivery date within the above window to be at the Company’s discretion.

16.4	The Company may at any time (i) suspend and/or (ii) terminate this Agreement and withdraw 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 suspension or termination of this Agreement and withdrawal of the Vessel from the Pool;

(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;

(f)

except where Clause 14.4 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;

(h)

if the Vessel has a Conditional Assessment Programme (CAP) Rating above 1 in either (1) hull structures or (2) machinery and cargo systems;

(i)

if the Vessel has an Invalid Sire Report. “Invalid Sire Report” means either a hydrocarbon discharge SIRE report (i) that is more than six (6) months old or (ii) for which the Participant has submitted corrective and/or preventive measures to the SIRE comments received from an oil major company or other SIRE company that participates in the SIRE system/program (a “SIRE Participant”) and the Participant and the Company have:

(a)

not received a confirmation of the vessel not being unacceptable to such SIRE Participant; or

(b)

not received a confirmation that the SIRE inspection process is complete and no further information is required; or

(j)

if the Vessel is detained as a result of an unsatisfactory Port State Control Inspection; and

(k)

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

16.5	Upon suspension of the Vessel from the Pool in accordance with Clause 16.4:

(a)

the Vessel shall be off-hire under the terms of this Agreement (including the Time Charter Party);

(b)

the Participant shall cease to be represented on the Pool Committee;

(c)

Distributions shall cease to accrue in respect of the Vessel;

(d)

to the extent it is lawful to do so, the Company shall continue to pay any Distributions accrued in respect of the Vessel to the Participant in accordance with Clause 8; and

(e)

the Participant’s obligations under this Agreement shall continue to be in force;

16.6

Notwithstanding anything to the contrary in Clause 16.5 above, if at the time of the suspension of the Vessel from the Pool, the Vessel is undertaking a Pool Contract or has already been fixed (fully or on subjects) to perform a Pool Contract, the Company may in its option require the Vessel to fulfil such contract. Until the Vessel completes such contract, the Vessel shall remain on-hire under the terms of this Agreement (including the Time Charter Party) and Distributions shall continue to accrue in respect of the Vessel, but the provisions of paragraphs (b), (d) and (e) of Clause 16.5 shall apply for the full duration of the Vessel’s suspension from the Pool.

16.7	Following a suspension of the Vessel from the Pool in accordance with Clause 16.4, the Company may at any time thereafter either:

(a)

lift the suspension and re-instate the Vessel’s participation in the Pool with immediate effect by notice in writing to the Participant if the situation leading to the suspension has been resolved to the Company’s satisfaction; or

(b)

terminate this Agreement and withdraw the Vessel’s participation in the Pool with immediate effect by notice in writing to the Participant.

16.8

If the Vessel is suspended from the Pool pursuant to sub-clauses 16.4(h), (i) or (j)  and the Company elects to continue trading the Vessel outside the Pool, then the Vessel shall go on commercial management pursuant to the Manager’s standard individual commercial management terms until the circumstances giving rise to the suspension under sub-clause 16.4(h), (i) or (i) no longer apply (in which case the Vessel shall re-enter the Pool) or the expiry of pool commitment period, whichever is earlier.

16.9	Any time the Vessel is on commercial management pursuant to Clause 16.8 shall count towards the period of time that the Vessel is in the Pool for purposes of Clause 3 and this Clause 16.

16.10

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 any termination or withdrawal in accordance with this Agreement, including without limitation, the rights and obligations set forth in Clauses 8.4, 8.5, 8.6 and 8.7.

17	NATURE OF THE AGREEMENT

17.1

Neither this Agreement nor any other document relating to the Pool shall 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.

17.2	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.

18	CONFIDENTIALITY

18.1

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 of each of the parties’ lending banks or their agents on a “need to know” basis or if required by law, regulation or court order and applicable disclosure requirements of a regulated stock exchange.  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 Company.

18.2

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 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.

19	TOTAL LOSS

19.1	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.

20

CLAIMS

20.1	The Participant shall provide promptly upon the request of the Company or the Manager all documents reasonably required to investigate, pursue or defend any claim arising in relation to a Pool Vessel or the performance or non-performance of this Agreement.

21	CHOICE OF LAW AND JURISDICTION

21.1	This Agreement and any non-contractual obligations arising out of or in connection with it are governed by and shall be interpreted in accordance with English law.

21.2	All disputes arising under or in connection with this Agreement including in respect of non-contractual obligations 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.

21.3

In respect of ▇▇▇▇▇▇ 21.2(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 two weeks after the other party, having appointed his arbitrator, has (by email 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.

21.4

It is hereby expressly agreed that no employee or agent of the Company shall be under any liability to the Participant for any loss, damage, delay, 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 provisions of this Clause 21, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Company or to which the Company is entitled hereunder, shall also be available as shall extend to protect every such employee or agent of the Company acting as aforesaid and for the purpose of all the provisions of this Clause 21, the Company 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 his servants or agents from time to time and all such persons shall to this extent be or be deemed to be parties to this Agreement.

21.5	The Participant shall not arrest a Pool Vessel unless it indemnifies the Company for all consequences of the arrest, including loss of income and directly related expenses.

21.6

The Company shall be under no liability to the Participant for any loss, damage, delay or expense, of whatsoever nature, whether direct or indirect, including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel, howsoever arising, in the course of performance of, or otherwise in connection with, this Agreement.

21.7	The Participant shall indemnify and hold harmless the Company in respect of all liabilities howsoever incurred by it in the performance of its obligations hereunder or others arising in connection with this Agreement.

22

NOTICES

22.1	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 or email to the parties at their respective addresses set forth below or to such other address as to which notice is given:

22.2	In the absence of evidence of earlier receipt, a notice is deemed given:

23	ENTIRE AGREEMENT

23.1

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.

23.2	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.

24	RIGHTS OF THIRD PARTIES

24.1

Save in respect to the Manager and as otherwise 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 and the provisions of the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ shall accordingly not apply to this Agreement.

SIGNED by
[●]	)
on behalf of [●]	)
SIGNED by [●]	)
on behalf of V8 POOL INC.	)