Common use of DIRECTORS AND MANAGEMENT Clause in Contracts

DIRECTORS AND MANAGEMENT. 7.1 The Board has responsibility for the supervision and management of the JVCo and its Business, subject to clause 4. 7.2 Subject to clause 10.10, there shall be four (4) directors on the Board made up of two (2) Top Ships Directors and two (2) Gunvor Directors. 7.3 Gunvor may appoint a Gunvor Director, and remove a Gunvor Director whom it has appointed, by giving notice in writing to JVCo and Top Ships. Top Ships may appoint a Top Ships Director, and remove a Top Ships Director whom it has appointed, by giving notice in writing to JVCo and Gunvor. The appointment or removal takes effect on the date on which the notice is received by JVCo or, if a later date is given in the notice, on that date. 7.4 The Shareholder removing a Director shall indemnify and keep indemnified the JVCo against any claim connected with the Director's removal from office. 7.5 The Parties intend there to be a meeting of Directors at least once every three (3) months. Participation in such meetings by telephone or other similar methods whereby such the participating person may at the same time hear and be heard by everybody else present at the meeting will be permitted and persons who participate in this way shall be considered present at the meeting. 7.6 The Parties shall ensure that at least ten (10) Business Days' notice of a meeting of Directors is given to all Directors entitled to receive notice accompanied by an agenda specifying in reasonable detail the matters to be raised. 7.7 A shorter period of notice of a meeting of Directors may be given if at least one (1) Top Ships Director and one (1) Gunvor Director agree in writing except as to where a Board Reserved Matter is to be discussed, where all Directors should consent to such a shorter period of notice. 7.8 The quorum at a meeting of Directors at which there are to be discussed any Board Reserved Matter (including adjourned meetings) is all of the Directors at the time of the meeting. 7.9 The quorum at any other meeting of Directors (including adjourned meetings) is one (1) Top Ships Director and one (1) Gunvor Director. 7.10 No business shall be conducted at any meeting of Directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 7.11 The Shareholders shall procure that all Board meetings (including adjourned meetings) are quorate. However, if for any reason a quorum is not present within thirty (30) minutes of the time specified for a Directors' meeting in the notice of the meeting or if during the meeting there is no longer a quorum, then it shall be adjourned for same time and place on the Business Day falling five (5) Business Days immediately after the proposed date of the meeting, unless all the Directors entitled to receive notice of and attend and vote at such a meeting, agree in writing on another period. 7.12 A meeting of Directors shall be adjourned to another time or date (5 Business Days later) at the request of all the Top Ships Directors or all the Gunvor Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a meeting.

DIRECTORS AND MANAGEMENT. 7.1 The Board has responsibility for the supervision and management of the JVCo JVC and its Business, subject to clause 46. 7.2 Subject to clause 10.10, there There shall be four (4) directors 4 Directors on the Board made up of two (2) Top Ships 2 Foodnamoo Directors and two (2) Gunvor 2 Wing Yip Directors. 7.3 Gunvor The parties shall ensure that a Foodnamoo Director shall become the chairman of the Board. The chairman shall manage the overall operation of the Board. If the chairman for the time being is unable to attend any meeting of the Board, another Foodnamoo Director shall be entitled to act as chairman at the meeting. If the number of votes for and against a proposal at a meeting of the Board is equal, the chairman at the meeting may appoint in good faith exercise a Gunvor casting vote. 7.4 A party’s decision to nominate any Director, and or to remove a Gunvor any Director whom it has appointednominated thereby, by giving notice shall be notified in writing to JVCo the JVC and Top Shipsthe other party. Top Ships may appoint a Top Ships DirectorSubject to clause 7.2, and remove a Top Ships the parties shall ensure that any Director whom it has appointed, nominated or to be removed as described in such notification are appointed and/or removed as soon as practicable by giving notice in writing to JVCo and Gunvor. The appointment or removal takes effect on following the date on which the notice is received by JVCo or, if a later date is given relevant procedures in the notice, on that dateArticles. 7.4 7.5 The Shareholder party removing a Director shall indemnify and keep indemnified the JVCo JVC against any claim connected with the Director's ’s removal from office. 7.5 7.6 The Parties parties intend there to be a meeting of Directors at least once every three (3) months. Participation in such meetings by telephone or other similar methods whereby such the participating person may a quarter to be held at the same head office of the JVC, or any other place as agreed between the parties from time hear to time. 7.7 A Director may, and be heard by everybody else present at the request of a Director, the company secretary of the JVC shall, call a meeting will be permitted and persons who participate in this way shall be considered present at the meetingof Directors. 7.6 The Parties 7.8 Subject to clause 7.6, the parties shall ensure that at least ten written notice (10including electronic mail) Business Days' notice of a meeting of Directors stating the date and time of such meeting and accompanied by the following items is given to all Directors entitled to receive notice by the 1st Business Day of the last week in each quarter (provided, however, that (i) the date of the meeting of Directors stated in such notice may be modified by the agreement of the parties as necessary, and (ii) if any additional meeting of Directors is to be convened during any quarter, at least 7 Business Days’ written notice (including electronic mail) of such meeting of Directors stating the date and time of such meeting and accompanied by the following items shall be given to all Directors entitled to receive notice): 7.8.1 an agenda specifying in reasonable detail the matters to be raisedraised at the meeting; and 7.8.2 copies of any papers to be discussed at the meeting. 7.7 7.9 A shorter period of notice of a meeting of Directors may be given if at least one (1) Top Ships 1 Foodnamoo Director and one (1) Gunvor 1 Wing Yip Director agree in writing except as to where a Board Reserved Matter is to be discussed, where all Directors should consent to such a shorter period in advance of noticethe proposed meeting. 7.8 The quorum 7.10 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of Directors at which there are to be discussed any Board Reserved Matter (including adjourned meetings) is unless all of the Directors present at the time of the meetingmeeting agree in writing. 7.9 7.11 The quorum at any other meeting of Directors (including adjourned meetings) is one (1) Top Ships 1 Foodnamoo Director and one (1) Gunvor 1 Wing Yip Director. 7.10 7.12 No business shall be conducted at any meeting of Directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 7.11 The Shareholders shall procure that all Board meetings (including adjourned meetings) are quorate. However, if for any reason 7.13 If a quorum is not present within thirty (30) 30 minutes of the time specified for a Directors' ’ meeting in the notice of the meeting or if during the meeting there is no longer a quorum, then it shall be adjourned for 5 Business Days at the same time and place on the Business Day falling five (5) Business Days immediately after the proposed date of the meeting, unless all the Directors entitled to receive notice of and attend and vote at such a meeting, agree in writing on another periodplace. 7.12 7.14 A meeting of Directors shall be adjourned to another time or date (5 Business Days later) at the request of all the Top Ships Foodnamoo Directors or all the Gunvor Wing Yip Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one 1 such adjournment may be made in respect of a meeting. 7.15 Meetings of Directors shall make decisions by passing resolutions. A resolution is passed if more votes are cast for it than against it. 7.16 At a meeting of Directors, each Director has 1 vote.

DIRECTORS AND MANAGEMENT. 7.1 1. The Board has responsibility for the supervision and management of the JVCo Company and its Business, subject to clause 47. 7.2 Subject to clause 10.10, there 2. The Board shall be four at all times comprise of at least 4 (4four) directors on the Board Directors made up of two (2) Top Ships equal number of Tecogen Directors and two (2) Gunvor Strategic Investor Directors. 7.3 Gunvor 3. Tecogen and the Strategic Investors may appoint a Gunvor Director, and remove a Gunvor Director whom it has appointedTecogen Directors and Strategic Investor Directors respectively, by giving notice in writing to JVCo the Company and Top Ships. Top Ships may appoint a Top Ships Directorthe other Party or Parties, and remove to the Director being removed, in the case of removal of a Top Ships Director whom it has appointed, by giving notice in writing to JVCo and GunvorDirector. The appointment or removal takes effect on the date on which the notice is received by JVCo the Company or, if a later date is given in the notice, on that date. 7.4 4. The Shareholder Party or Parties removing a Director shall indemnify and keep indemnified the JVCo Company against any claim against the Company by the removed Director that is connected with the Director's removal from office. 7.5 5. The Parties intend there to be a meeting of Directors at least once every three (3) monthsquarterly frequency. Participation in such The Board may convene Board meetings by telephone more or other similar methods whereby such the participating person may at the same time hear and be heard by everybody else present at the meeting will be permitted and persons who participate in this way shall be considered present at the meetingless frequently, if necessary. 7.6 6. The Parties shall ensure procure that each Director entitled to receive notice, shall be given at least ten 15 (10fifteen) Business Days' notice of a meeting of Directors is given to all Directors entitled to receive notice directors, accompanied by by: 1. an agenda specifying in reasonable detail the matters to be raisedraised at the meeting; and 2. copies of any papers to be discussed at the meeting. 7.7 7. A shorter period of notice of a meeting of Directors may be given if at least one (1) Top Ships Director and one (1) Gunvor Director all Directors agree in writing except as to where a Board Reserved Matter is to be discussed, where all Directors should consent to such a shorter period of noticewriting. 7.8 The quorum 8. Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of Directors at which there are to be discussed any Board Reserved Matter (including adjourned meetings) is directors unless all of the Directors directors present at the time of the meetingmeeting agree in writing. 7.9 9. The quorum at any other meeting of Directors (including adjourned meetings) is one shall be 1 (1one) Top Ships Tecogen Director and one 1 (1one) Gunvor JDS Director and 1 (one) TN Director. 7.10 10. No business shall be conducted at any meeting of Directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 7.11 11. At a meeting of Directors, each Director has 1 (One) vote. 12. The Shareholders shall procure that Board may pass a resolution without a Board meeting being called or held if all Board meetings (including adjourned meetings) are quorate. However, if for any reason a quorum is not present within thirty (30) minutes of the time specified for a Directors' meeting in the notice of the meeting or if during the meeting there is no longer a quorum, then it shall be adjourned for same time and place on the Business Day falling five (5) Business Days immediately after the proposed date of the meeting, unless all the Directors entitled to receive notice of a Board meeting and to vote on a resolution sign a statement that they are in favor of the resolution set out in the document. 13. A Director is not entitled to be paid any remuneration for acting as a Director, nor is the Shareholder who appointed the Director entitled to any fee or other consideration for providing the services of the Director. 14. The Company shall be liable for all reasonable out of pocket expenses incurred by a Director in carrying out his or her duties as a director. 15. Unless unanimously otherwise agreed by the Board, all Board meetings shall take place by telephone or video conference. 16. If a Director appointed by a Party is unable to attend and vote at such a Board meeting, agree in writing on the Party that appointed that Director will be entitled to have another period. 7.12 A meeting nominee of Directors shall be adjourned to another time or date (5 Business Days later) at that Party replace the request absent Director for purposes of all the Top Ships Directors or all the Gunvor Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a that meeting.

DIRECTORS AND MANAGEMENT. 7.1 5.1 The Board has responsibility for the supervision and management of the JVCo JVC and its Business, subject to clause 4. 7.2 Subject to clause 10.10, there 5.2 The Board shall have 7 directors and be four (4) directors on the Board made up of two (2) Top Ships 4 A Directors, 2 B Directors and two (2) Gunvor Directors1 C Director. 7.3 Gunvor 5.3 The post of chairperson shall be held by an A Director. The chairperson shall have a casting vote. 5.4 A party may appoint a Gunvor Directordirector, and remove a Gunvor Director director whom it has appointed, by giving notice in writing to JVCo the JVC and Top Ships. Top Ships may appoint a Top Ships Directorthe other party, and remove to the director being removed, in the case of removal of a Top Ships Director whom it has appointed, by giving notice in writing to JVCo and Gunvordirector. The appointment or removal takes effect on the date on which the notice is received by JVCo the JVC or, if a later date is given in the notice, on that date. Each party will consult with the other prior to any appointment or removal of a director. 7.4 5.5 The Shareholder party removing a Director director shall indemnify and keep indemnified the JVCo JVC against any claim connected with the Directordirector's removal from office. 7.5 5.6 The Parties parties intend there to be at least two Board meetings each year. The number of annual Board meetings may be reduced with the prior agreement of the Shareholder Majority. 5.7 A director may, and at the request of a director, shall, call a meeting of Directors at least once every three (3) months. Participation in such meetings by telephone or other similar methods whereby such the participating person may at the same time hear and be heard by everybody else present at the meeting will be permitted and persons who participate in this way shall be considered present at the meetingdirectors. 7.6 5.8 The Parties parties shall ensure that at least ten (10) seven Business Days' notice of a meeting of Directors directors is given to all Directors directors entitled to receive notice accompanied by by: 5.8.1 an agenda specifying in reasonable detail the matters to be raisedraised at the meeting; and 5.8.2 copies of any papers to be discussed at the meeting. 7.7 5.9 A shorter period of notice of a meeting of Directors directors may be given if at least one (1) Top Ships A Director, one B Director and one (1) Gunvor C Director agree in writing except as to where a Board Reserved Matter is to be discussed, where all Directors should consent to such a shorter period of noticewriting. 7.8 The quorum 5.10 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of Directors directors unless all the directors present at which there are to be discussed the meeting agree in writing. 5.11 The quorum at any Board Reserved Matter meeting of directors (including adjourned meetings) is all of three Eligible A Director (or the Directors at Eligible A Director's alternate), two Eligible B Director (or the time of Eligible B Director's alternate), and one Eligible C Director (or the meetingEligible C Director's alternate). 7.9 The quorum at any other meeting of Directors (including adjourned meetings) is one (1) Top Ships Director and one (1) Gunvor Director. 7.10 5.12 No business shall be conducted at any meeting of Directors directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 7.11 The Shareholders shall procure that all Board meetings (including adjourned meetings) are quorate. However, if for any reason 5.13 If a quorum is not present within thirty (30) 30 minutes of the time specified for a Directorsdirectors' meeting in the notice of the meeting or if during the meeting there is no longer a quorum, then it shall be adjourned for 5 Business Days at the same time and place on the Business Day falling five (5) Business Days immediately after the proposed date place. 5.14 The parties shall use their respective reasonable endeavours to ensure that any meeting of the meeting, unless all Board and every general meeting of the Directors entitled to receive notice of and attend and vote at such a meeting, agree in writing on another periodJVC has the requisite quorum. 7.12 5.15 A meeting of Directors directors shall be adjourned to another time or date (5 Business Days later) at the request of all the Top Ships A Directors, all the B Directors or all the Gunvor C Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a meeting. 5.16 The Board shall not pass any resolution unless at least one A Director and one B Director votes for such resolution. 5.17 A person entitled to be present at a meeting of the Board shall be deemed to be present for all purposes if he is able (directly or by any telephone communications) to speak to and to be heard by all those present or deemed to be present simultaneously. A director so deemed to be present shall be entitled to vote and be counted in a quorum accordingly. 5.18 The Shareholders agree that the following matters shall only be carried out by the JVC subject to prior consent of the Board: 5.18.1 pay or agree to pay any royalty or similar payment, or any amount exceeding £5,000; 5.18.2 take or agree to take a freehold or leasehold interest in land or a licence over land; 5.18.3 appoint or change of the Auditors; 5.18.4 appoint or remove any senior executive (being a person who is authorised to enter into contracts on behalf of the Group); and/or 5.18.5 make a political or charitable donation.

DIRECTORS AND MANAGEMENT. 7.1 The Board has responsibility for the supervision and management of the JVCo JVC and its Business, subject to clause 46. 7.2 Subject to clause 10.10, there shall be four (4) directors on the Board made up of Sadot will appoint two (2) Top Ships Directors and two (2) Gunvor DirectorsCFL will appoint One director of the JVC and each director will have equal voting rights. 7.3 Gunvor The post of chairperson shall be held by [AXXXXX XXXXXXX XXXXXXXXXXXXXX]. The chairperson shall not have a casting vote. If the chairperson for the time being is unable to attend any meeting of the Board, the chairperson may delegate his or her authority to such competent individuals who might reasonably be regarded as having the requisite competence to undertake and discharge such obligations. 7.4 A party may appoint a Gunvor Directordirector, and remove a Gunvor Director director whom it has appointed, by giving notice in writing to JVCo the JVC and Top Ships. Top Ships may appoint a Top Ships Director, and remove a Top Ships Director whom it has appointed, by giving notice in writing to JVCo and Gunvorthe other party. The appointment or removal takes effect on the date on which the notice is received by JVCo the JVC or, if a later date is given in the notice, on that date. 7.4 7.5 The Shareholder party removing a Director director shall indemnify and keep indemnified the JVCo JVC from and against any claim connected with the Director's director’s removal from office. 7.5 7.6 The Parties parties intend there to be a meeting of Directors directors at least once every three (3) months. Participation in such meetings by telephone or other similar methods whereby such the participating person may four times each year to be held at the same time hear registered office of the JVC or electronically via an agreed mechanism. 7.7 A director mxx, and be heard by everybody else present at the request of a director call a meeting will be permitted and persons who participate in this way of directors. 7.8 Quorum for the Board shall be considered one CFL Director and one Sadot Director present at the meetingin person or by an alternate. 7.6 7.9 The Parties parties shall ensure that at least ten (10) seven Business Days' ’ notice of a meeting of Directors directors is given to all Directors directors entitled to receive notice accompanied by by: (a) an agenda specifying in reasonable detail the matters to be raised.raised at the meeting [or the committee meeting; and 7.7 A shorter period (b) copies of notice of a meeting of Directors may be given if at least one (1) Top Ships Director and one (1) Gunvor Director agree in writing except as to where a Board Reserved Matter is to be discussed, where all Directors should consent to such a shorter period of notice. 7.8 The quorum at a meeting of Directors at which there are any papers to be discussed any Board Reserved Matter (including adjourned meetings) is all of the Directors at the time of meeting [or the committee meeting. 7.9 The quorum at any other meeting of Directors (including adjourned meetings) is one (1) Top Ships Director and one (1) Gunvor Director]. 7.10 No business At each Board meeting the Directors present shall be conducted at any meeting of Directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 7.11 The Shareholders shall procure that all Board meetings (including adjourned meetings) are quorate. However, if for any reason a quorum is not present within thirty (30) minutes of the time specified for a Directors' meeting in the notice of the meeting or if during the meeting there is no longer a quorum, then it shall be adjourned for same time and place on the Business Day falling five (5) Business Days immediately after the proposed date of the meeting, unless all the Directors entitled to receive notice of and attend and cast one vote at such a meeting, agree in writing on another periodeach issue put to the Board. 7.12 A meeting of Directors shall be adjourned to another time or date (5 Business Days later) at the request of all the Top Ships Directors or all the Gunvor Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a meeting.

DIRECTORS AND MANAGEMENT. 7.1 6.1 The Board has responsibility for the supervision and management of the JVCo JVC and its Business, subject to clause 45. 7.2 Subject to clause 10.10, there 6.2 There shall be four (4) a minimum number of 2 directors on the Board made up of two (2) Top Ships Directors one Morson Director and two (2) Gunvor Directorsone CorpAcq Director. 7.3 Gunvor 6.3 The post of chairman shall be held by an A Director. The chairman shall not have a casting vote. If the chairman for the time being is unable to attend any meeting of the Board, A shall be entitled to appoint another A Director to act as chairman at the meeting. 6.4 A party may appoint a Gunvor Directordirector, and remove a Gunvor Director director whom it has appointed, by giving notice in writing to JVCo the JVC and Top Ships. Top Ships may appoint a Top Ships Directorthe other party, and remove to the director being removed, in the case of removal of a Top Ships Director whom it has appointed, by giving notice in writing to JVCo and Gunvordirector. The appointment or removal takes effect on the date on which the notice is received by JVCo the JVC or, if a later date is given in the notice, on that date. Each party will consult with the other prior to any appointment or removal of a director. 7.4 6.5 The Shareholder party removing a Director director shall indemnify and keep indemnified the JVCo JVC against any claim connected with the Director's director’s removal from office. 7.5 6.6 The Parties parties intend there to be a meeting of Directors directors at least once every three (3) months. Participation in such meetings by telephone two times each year with a period of not more than eight months between any two meetings, to be held at either the offices In England of Morson or other similar methods whereby such the participating person may CorpAcq or, from time to time, at the same time hear and be heard by everybody else present at the meeting will be permitted and persons who participate in this way shall be considered present at the meetinga third party location agreed between both parties. 7.6 6.7 A director may call a meeting of directors. 6.8 The Parties parties shall ensure that at least ten (10) seven Business Days' ’ notice of a meeting of Directors directors is given to all Directors directors entitled to receive notice accompanied by by: (a) an agenda specifying in reasonable detail the matters to be raisedraised at the meeting; and (b) copies of any papers to be discussed at the meeting. 7.7 6.9 A shorter period of notice of a meeting of Directors directors may be given if at least one (1) Top Ships Morson Director and one (1) Gunvor CorpAcq Director agree in writing except as to where a Board Reserved Matter is to be discussed, where all Directors should consent to such a shorter period of noticewriting. 7.8 The quorum 6.10 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of Directors at which there are to be discussed any Board Reserved Matter (including adjourned meetings) is directors unless all of the Directors directors present at the time of the meetingmeeting agree in writing. 7.9 6.11 The quorum at any other meeting of Directors directors (including adjourned meetings) is one Exxxxxxx Xxxxxx Director (1or his alternate) Top Ships Director and one Eligible CorpAcq Director (1or his alternate), provided that, where the CorpAcq Director is prevented from counting in the quorum and voting, or where his vote is not to be counted, at any meeting (or part of a meeting) Gunvor Directorin accordance with the Articles, the quorum at any such meeting (or part of a meeting) shall be one Exxxxxxx Xxxxxx Director (or his alternate). 7.10 6.12 No business shall be conducted at any meeting of Directors directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 7.11 The Shareholders shall procure that all Board meetings (including adjourned meetings) are quorate. However, if for any reason 6.13 If a quorum is not present within thirty (30) 30 minutes of the time specified for a Directors' directors’ meeting in the notice of the meeting or if during the meeting there is no longer a quorum, then it shall be adjourned for 5 Business Days at the same time and place on place. The notice of adjourned meeting shall (unless the Business Day falling five (5parties agree in writing otherwise) Business Days immediately after contain a statement that failure to attend the proposed date adjourned meeting may result in the exercise of the deadlock procedure set out in clause 13. If at the adjourned meeting a quorum is not present within 30 minutes of the time specified for the directors’ meeting in the adjourned notice of the meeting, unless all the Directors entitled to receive notice of and attend and vote at such then those directors present will constitute a meeting, agree in writing on another periodquorum. 7.12 6.14 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board and every general meeting of the JVC has the requisite quorum. 6.15 A meeting of Directors directors shall be adjourned to another time or date (5 Business Days later) at the request of all the Top Ships Morson Directors or all the Gunvor CorpAcq Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a meeting.