Common use of Management Fees and Expenses Clause in Contracts

Management Fees and Expenses. (i) The Owners shall pay to the Managers a predelivery management fee as stated in Box 15(i) at the same time as the Owners pay the first instalment of the annual management fee to the Managers according to subclause 13(a)(ii). If Box 15(i) is left blank, an amount equivalent to one twelfth (1/12th) of the annual management fee shall apply. The predelivery management fee shall be payable to the nominated bank account stated in Box 17. (ii) The Owners shall pay to the Managers an annual management fee as stated in Box 15(ii) for their services as Managers under this Agreement, which shall be payable in equal monthly instalments in advance, the first instalment (pro rata if appropriate) being payable as from Delivery and subsequent instalments being payable at the beginning of every calendar month. The annual management fee shall be payable to the nominated bank account stated in Box 17. (iii) In the event Delivery of the Vessel does not take place for any reason other than default by the Managers, the predelivery management fee stated in Box 15(i) shall remain payable by the Owners to the Managers. (b) The annual management fee shall be subject to an annual review and the proposed fee shall be presented in the annual budget in accordance with subclause 14(a). (c) The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff, facilities and stationery. Without limiting the generality of this Clause 13 (Management Fees and Expenses) the Owners shall reimburse the Managers for postage and communication expenses, travelling expenses, and other out of pocket expenses properly incurred by the Managers in the performance of the Management Services. Any days used by the Managers’ personnel travelling to or from or attending on the Vessel or otherwise used in connection with the Management Services in excess of those agreed shall be charged in accordance with Box 16. (d) If the Owners decide to layup the Vessel and such layup lasts for more than the number of months stated in Box 18, an appropriate reduction of the annual management fee for the period exceeding such period until one (1) month before the Vessel is again put into service shall be mutually agreed between the Parties. If the Managers are providing crew management services in accordance with subclause 5(a), consequential costs of reduction and reinstatement of the Crew shall be for the Owners’ account. If agreement cannot be reached then either Party may terminate this Agreement in accordance with subclause 31(e). (e) Save as otherwise provided in this Agreement, all discounts and commissions obtained by the Managers in the course of the performance of the Management Services shall be credited to the Owners. (f) All payments of fees and any other payments due to the Managers under this Agreement shall be made without any set-off whatsoever and free and clear of any withholding or deduction for, or on account of, any present or future stamp or other taxes, levies, fees, charges, restrictions or conditions of any nature. If the Owners are required by any authority in any country to make any withholding or deduction from any such payment, the sum due from the Owners in respect of such payment will be increased to the extent necessary to ensure that, after the making of such withholding or deduction the Managers receive a net sum equal to the amount which they would have received had no such deduction or withholding been required to be made. (g) Any change of the nominated bank account stated in Box 17 shall only be made in accordance with a secure protocol agreed between the Parties in writing, which shall include a secondary verification process. Under no circumstances shall any change of the nominated bank account be made by email alone.

Management Fees and Expenses. (i) The Owners Client shall pay to the Managers a predelivery Service Provider for its services as Service Provider under this Agreement (including clause 4) an annual (or pro-rata for any part of the year) management fee as stated in Box 15(i) at of USO 50,000.—, for each vessel indirectly owned by the same time as Client (that is owned by the Owners pay the first instalment Client through a wholly owned subsidiary of the annual management fee to the Managers according to subclause 13(a)(iiClient). If Box 15(i) is left blank, an amount equivalent to one twelfth (1/12th) of the annual management fee shall apply. The predelivery management This fee shall be payable to the nominated bank account stated in Box 17. (ii) The Owners shall pay to the Managers an annual management fee as stated in Box 15(ii) for their services as Managers under this Agreement, which shall be payable in by equal monthly instalments quarterly installments in advance, the first instalment (pro rata if appropriate) installment being payable as from Delivery on the Effective Date and subsequent instalments installments being payable at the beginning of every calendar monthquarter. The annual management fee Client shall reimburse the Service Provider for all travelling and subsistence expenses that the Service Provider incurs in the provision of the Staff Services. Economy class airfares shall apply for less than 6 hour trips, while for longer trips Business Class fares will be acceptable. All such expenses shall be payable in accordance with a budget approved by the Client and when invoiced to the nominated bank account stated in Box 17. (iii) In the event Delivery Client will be accompanied by copies of the Vessel does not take place for any reason relevant supporting vouchers or invoices. If additional services (other than default by the ManagersServices under clause 4 ) are to be provided, the predelivery management fee stated Client and the Service Provider shall agree the fee/commission and method of payment thereof in Box 15(i) shall remain payable by the Owners respect of such additional services prior to the Managers. (b) Service Provider confirming its agreement to undertake such additional services. The annual management fee Service Provider shall be subject to an annual review and not incur any obligation in excess of the proposed fee shall be presented amount budgeted in the annual budget without the approval of the Client. Notwithstanding anything in accordance with subclause 14(a). (c) The Managers shall, at no extra cost this Agreement to the Ownerscontrary, provide their own office accommodationand apart from standard increase in fees due to inflation index ( based upon appropriate European Union consumer price index reasonably acceptable to the Parties), office staff, facilities and stationerythe fees payable by the Client under this Agreement shall not increase for the five year period beginning on the Commencement Date. Without limiting the generality The provisions of this Clause 13 (Management Fees and Expenses) clause shall survive the Owners shall reimburse the Managers for postage and communication expenses, travelling expenses, and other out termination of pocket expenses properly incurred by the Managers in the performance this Agreement or its renewal. All rights of the Management Services. Any days used by the Managers’ personnel travelling to or from or attending on the Vessel or otherwise used in connection with the Management Services in excess of those agreed shall be charged in accordance with Box 16. (d) If the Owners decide to layup the Vessel and such layup lasts for more than the number of months stated in Box 18, an appropriate reduction of the annual management fee for the period exceeding such period until one (1) month before the Vessel is again put into service shall be mutually agreed between the Parties. If the Managers are providing crew management services in accordance with subclause 5(a), consequential costs of reduction and reinstatement of the Crew shall be for the Owners’ account. If agreement cannot be reached then either Party may terminate this Agreement in accordance with subclause 31(e). (e) Save as otherwise provided in this Agreement, all discounts and commissions obtained by the Managers in the course of the performance of the Management Services shall be credited to the Owners. (f) All payments of fees and any other payments due to the Managers Client under this Agreement shall be made without any setexercised solely by the Board of Directors of the Client ("Board of Directors") subject to the by-off whatsoever laws of the Client, and free and clear of any withholding or deduction forall instructions, or on account ofdirections, any present or future stamp waivers, approvals, specifications or other taxes, levies, fees, charges, restrictions actions permitted or conditions of any nature. If the Owners are required by any authority in any country to make any withholding or deduction from any such payment, the sum due from the Owners in respect of such payment will be increased to the extent necessary to ensure that, after the making of such withholding or deduction the Managers receive a net sum equal to the amount which they would have received had no such deduction or withholding been required to be made. taken under this Agreement by the Client, including (gwithout limitation) Any change any express limitations imposed on the authority of the nominated bank account stated in Box 17 Client, shall only be made in accordance taken by the Board of Directors. The Service Provider shall not give a preference to other vessels it is managing under arrangements with persons other than the Client and will ensure a secure protocol agreed between fair distribution of available manpower, supplies and services to the Parties in writing, which shall include a secondary verification process. Under no circumstances shall any change of vessels indirectly owned by the nominated bank account be made by email aloneClient.

Management Fees and Expenses. (i) The Owners Client shall pay to the Managers a predelivery Service Provider for its services as Service Provider under this Agreement (including clause 4) an annual (or pro-rata for any part of the year) management fee as stated in Box 15(i) at of USD 50,000.--, for each vessel indirectly owned by the same time as Client (that is owned by the Owners pay the first instalment Client through a wholly owned subsidiary of the annual management fee to the Managers according to subclause 13(a)(iiClient). If Box 15(i) is left blank, an amount equivalent to one twelfth (1/12th) of the annual management fee shall apply. The predelivery management This fee shall be payable to the nominated bank account stated in Box 17. (ii) The Owners shall pay to the Managers an annual management fee as stated in Box 15(ii) for their services as Managers under this Agreement, which shall be payable in by equal monthly instalments quarterly installments in advance, the first instalment (pro rata if appropriate) installment being payable as from Delivery on the Effective Date and subsequent instalments installments being payable at the beginning of every calendar monthquarter. The annual management fee Client shall reimburse the Service Provider for all travelling and subsistence expenses that the Service Provider incurs in the provision of the Staff Services. Economy class airfares shall apply for less than 6 hour trips, while for longer trips Business Class fares will be acceptable. All such expenses shall be payable in accordance with a budget approved by the Client and when invoiced to the nominated bank account stated in Box 17. (iii) In the event Delivery Client will be accompanied by copies of the Vessel does not take place for any reason relevant supporting vouchers or invoices. If additional services (other than default by the ManagersServices under clause 4 ) are to be provided, the predelivery management fee stated Client and the Service Provider shall agree the fee/commission and method of payment thereof in Box 15(i) shall remain payable by the Owners respect of such additional services prior to the Managers. (b) Service Provider confirming its agreement to undertake such additional services. The annual management fee Service Provider shall be subject to an annual review and not incur any obligation in excess of the proposed fee shall be presented amount budgeted in the annual budget without the approval of the Client. Notwithstanding anything in accordance with subclause 14(a). (c) The Managers shall, at no extra cost this Agreement to the Ownerscontrary, provide their own office accommodationand apart from standard increase in fees due to inflation index ( based upon appropriate European Union consumer price index reasonably acceptable to the Parties), office staff, facilities and stationerythe fees payable by the Client under this Agreement shall not increase for the five year period beginning on the Commencement Date. Without limiting the generality The provisions of this Clause 13 (Management Fees and Expenses) clause shall survive the Owners shall reimburse the Managers for postage and communication expenses, travelling expenses, and other out termination of pocket expenses properly incurred by the Managers in the performance this Agreement or its renewal. All rights of the Management Services. Any days used by the Managers’ personnel travelling to or from or attending on the Vessel or otherwise used in connection with the Management Services in excess of those agreed shall be charged in accordance with Box 16. (d) If the Owners decide to layup the Vessel and such layup lasts for more than the number of months stated in Box 18, an appropriate reduction of the annual management fee for the period exceeding such period until one (1) month before the Vessel is again put into service shall be mutually agreed between the Parties. If the Managers are providing crew management services in accordance with subclause 5(a), consequential costs of reduction and reinstatement of the Crew shall be for the Owners’ account. If agreement cannot be reached then either Party may terminate this Agreement in accordance with subclause 31(e). (e) Save as otherwise provided in this Agreement, all discounts and commissions obtained by the Managers in the course of the performance of the Management Services shall be credited to the Owners. (f) All payments of fees and any other payments due to the Managers Client under this Agreement shall be made without any setexercised solely by the Board of Directors of the Client (“Board of Directors”) subject to the by-off whatsoever laws of the Client, and free and clear of any withholding or deduction forall instructions, or on account ofdirections, any present or future stamp waivers, approvals, specifications or other taxes, levies, fees, charges, restrictions actions permitted or conditions of any nature. If the Owners are required by any authority in any country to make any withholding or deduction from any such payment, the sum due from the Owners in respect of such payment will be increased to the extent necessary to ensure that, after the making of such withholding or deduction the Managers receive a net sum equal to the amount which they would have received had no such deduction or withholding been required to be made. taken under this Agreement by the Client, including (gwithout limitation) Any change any express limitations imposed on the authority of the nominated bank account stated in Box 17 Client, shall only be made in accordance taken by the Board of Directors. The Service Provider shall not give a preference to other vessels it is managing under arrangements with persons other than the Client and will ensure a secure protocol agreed between fair distribution of available manpower, supplies and services to the Parties in writing, which shall include a secondary verification process. Under no circumstances shall any change of vessels indirectly owned by the nominated bank account be made by email aloneClient.

Management Fees and Expenses. SECTION 9.1 In consideration of the Manager providing the Services to the Group, during the current Term (i) The Owners which shall begin on May 29, 2018), the Parent shall pay to the Managers a predelivery Manager ship management fee as stated in Box 15(ifees comprised of: (a) at variable fees on the same time as the Owners pay the first instalment basis of the number of days that the Parent (or any Subsidiary) owns or charters in each such Vessel during the applicable month; (b) variable fees on a per day per Vessel basis for vessels chartered-out to a third party on a bareboat charter; (c) variable fees on the basis of a percentage calculated on the aggregate gross freight, demurrage, charter hire and ballast bonus obtained for the employment of each Vessel; (d) commissions for the purchase or sale of vessels; (e) a supervision fee for the construction of newbuilds; and (f) a flat fee on an annual management fee basis (the “Annual Fee”) (together, the “Management Fees” and, on a per Vessel basis, the “Management Fee”), in each case, as set forth on Schedule E. SECTION 9.2 The Manager shall have the right to demand the Managers according Management Fee payable in relation to subclause 13(a)(ii). If Box 15(i) is left blank, an amount equivalent to one twelfth (1/12th) each Vessel from either the Parent or the relevant member of the annual management fee shall apply. The predelivery management fee shall be Group owning such Vessel under the terms of the relevant Shipmanagement Agreement or Supervision Agreement, as applicable. SECTION 9.3 In the event that a Shipmanagement Agreement is terminated, other than by reason of default by the Manager or in connection with a Manager Substitution, the Management Fee payable to the nominated bank account stated in Box 17. Manager under subclauses (iia) The Owners shall pay through (c) of Schedule E or, as the case may be, for the Vessel subject to the Managers an annual management fee as stated in Box 15(ii) for their services as Managers under this Agreement, which such Shipmanagement Agreement shall be payable in equal monthly instalments respect of such Vessel for a further period of three calendar months from the termination date. In addition, in advance, the first instalment event that a Shipmanagement Agreement is terminated (pro rata if appropriateexcept in the case of a default by the Manager or a Manager Substitution): (a) being payable The relevant member of the Group shall continue to pay Crew Support Costs (as from Delivery and subsequent instalments being payable at such term is defined in the beginning relevant Shipmanagement Agreement) for the relevant Vessel during the said further period of every three calendar monthmonths; and (b) the relevant member of the Group shall pay any Severance Costs (as such term is defined in the relevant Shipmanagement Agreement) for the relevant Vessel which may materialize. The annual management fee shall be All amounts payable to the nominated bank account stated Manager under this Section 9.3 shall be paid promptly by the Parent to the Manager following receipt by the Parent of a final accounting of funds due from the Parent or any other member of the Group in Box 17accordance with Section 13.8. (iiia) In the event Delivery of the Vessel does not take place for any reason other than default by the Managers, the predelivery management fee stated in Box 15(i) shall remain payable by the Owners to the Managers[INTENTIONALLY LEFT BLANK]. (b) The annual management fee shall For each Subsequent Term (as defined below), the Management Fee for each Vessel will be subject to an annual review set at a mutually agreed-upon rate between the Parent and the proposed fee shall be presented in Manager no later than 30 days prior to the annual budget in accordance with subclause 14(a)commencement of the relevant Subsequent Term. (c) If the Parent and the Manager are unable to agree on the Management Fee for any Subsequent Term pursuant to Section 9.4(b) hereof, the Management Fee for such Subsequent Term will be determined by arbitration pursuant to the terms of Article XVII hereof. SECTION 9.5 The Managers Manager shall, at no extra additional cost to any member of the OwnersGroup, provide their own the Group with office accommodation, office staffstaff (including secretarial, accounting and administrative assistance), facilities and stationery, and shall, subject to Section 9.6 and Section 10.8, pay for all printing, postage, domestic telephone and all other usual office expenses incurred by it as the Manager (it being understood that the services of the Executive Officers shall be provided pursuant to Section 8.1). SECTION 9.6 The Parent hereby acknowledges that no capital expenditures, financial costs, operating expenses for each Vessel or general and administrative expenses of the Group are covered by the Management Fees and any such costs, expenditure and expenses shall be paid fully by the Parent or, as the case may be, the applicable member of the Group, whether directly to third parties or by payment to such third parties through the Manager and, without prejudice to Section 10.8, to the extent incurred by the Manager, shall be reimbursed to it by the Parent and/or any member of the Group from which the Manager, in its discretion, seeks reimbursement. Without Such capital expenditures, financial costs, operating expenses for each Vessel and general and administrative expenses of the Group include, without limiting the generality of this Clause 13 the foregoing, items such as: (Management Fees a) fees, interest, principal and Expensesany other costs due to the Group’s financiers and their respective advisors; (b) all voyage expenses and vessel operating expenses directly relating to the Owners shall reimburse operation and management of the Managers for postage Vessels (including Crew costs, surveyor’s attendance fees, bunkers, lubricant oils, spares, survey fees, classification society fees, maintenance and communication repair costs, vetting expenses, travelling expensesetc.); (c) any commissions, and fees, remuneration or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment bankers, insurance advisors or any other out of pocket expenses properly incurred third parties whatsoever appointed by the Managers Manager whether in its own name or on behalf and/or in the performance name of any member of the Management Services. Any days used by the Managers’ personnel travelling to or from or attending on the Vessel or otherwise used in connection with the Management Services in excess of those agreed shall be charged in accordance with Box 16.Group; (d) If any commissions, fees, remuneration or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment bankers, insurance advisors or any other third parties whatsoever sub-contracted to the Owners decide to layup Manager in the Vessel normal and such layup lasts for more than reasonable course of meeting the number of months stated in Box 18Manager’s duties and obligations under this Agreement including, an appropriate reduction without limiting the generality of the annual management fee for foregoing, the period exceeding such period until one (1) month before the Vessel is again put into service shall be mutually agreed between the Parties. If the Managers are providing crew management services duties provided in accordance with subclause 5(a)Articles V, consequential costs VI and VII of reduction and reinstatement of the Crew shall be for the Owners’ account. If agreement cannot be reached then either Party may terminate this Agreement in accordance with subclause 31(e).Agreement; (e) Save as otherwise provided in this Agreementdeductibles, all discounts and commissions obtained by the Managers in the course of the performance of the Management Services shall be credited to the Owners.insurance premiums (including D&O insurance) xxx/xx X&X calls; and (f) All payments postage, communication, traveling, victualing and other out-of-pocket expenses of fees and any other payments due to the Managers under this Agreement shall be made without any set-off whatsoever and free and clear of any withholding or deduction forManager and/or its personnel, or on account ofincurred in providing the Services, any present or future stamp or other taxes, levies, fees, charges, restrictions or conditions of any nature. If the Owners are required by any authority in any country to make any withholding or deduction from save for any such payment, expenses incurred by the sum due from the Owners in respect of such payment will be increased to the extent necessary to ensure that, after the making of such withholding or deduction the Managers receive Manager under a net sum equal to the amount which they would have received had no such deduction or withholding been required to be madeSupervision Agreement. (g) Any change of the nominated bank account stated in Box 17 shall only be made in accordance with a secure protocol agreed between the Parties in writing, which shall include a secondary verification process. Under no circumstances shall any change of the nominated bank account be made by email alone.

Management Fees and Expenses. (a) In consideration for its services, and subject to the terms of this Section 2, Manager shall be entitled to receive (i) The Owners shall pay to the Managers a predelivery management fee as stated in Box 15(ione-time payment of one hundred twenty thousand (120,000) at the same time as the Owners pay the first instalment shares of common stock of the annual management fee Company, par value $0.0001 per share (the “Common Stock”) to be issued under the Managers according to subclause 13(a)(ii). If Box 15(i) is left blank, an amount equivalent to one twelfth (1/12th) of the annual management fee shall apply. The predelivery management fee shall be payable to the nominated bank account stated in Box 17. SCG Financial Acquisition Corp. 2013 Equity Incentive Plan and (ii) The Owners shall pay to the Managers an annual management fee as stated in Box 15(ii(the “Management Fee”) for their services each year during the term of this Agreement beginning on the Effective Date and ending upon the termination of this Agreement (as Managers under this Agreement, which provided in Section 8 hereof). The Management Fee shall be payable in equal monthly instalments in advance, to $50,000 per each one (1) year period following the first instalment (pro rata if appropriate) being payable as from Delivery and subsequent instalments being payable at the beginning of every calendar month. The annual management fee shall be payable to the nominated bank account stated in Box 17. (iii) In the event Delivery of the Vessel does not take place for any reason other than default by the Managers, the predelivery management fee stated in Box 15(i) shall remain payable by the Owners to the ManagersEffective Date. (b) The annual management fee Management Fee shall be subject to an annual review and payable in four equal installments per year. All installments, with the proposed fee exception of the last installment, shall be presented payable quarterly in advance on each January 1, April 1, July 1 and November 1 (or the annual budget in accordance with subclause 14(a)next succeeding business day, if such day is not a business day) beginning July 1, 2013. All Management Fees shall be fully earned for each contract year on the anniversary of the Effective Date occurring at the beginning of such year. (c) The Managers shall, at no extra cost Notwithstanding anything to the Ownerscontrary contained herein, provide their own office accommodationthe Company shall accrue but not pay the Management Fee if and for so long as (i) any such payment would constitute a default (or any event which might, office staffwith the lapse of time or the giving of notice or both, facilities and stationery. Without limiting constitute a default) under the generality Company’s or any of this Clause 13 its subsidiary’s financing agreements (a “Default”); provided, that the Company shall be obligated to pay any accrued Management Fees and Expensesdeferred under this Section 2(c)(i) to the extent that such payment would not constitute a Default or (ii) the Owners shall reimburse the Managers for postage and communication expensesCompany’s board of directors, travelling expensesor equivalent, and other out of pocket expenses properly incurred by the Managers determines in good faith that it is in the performance Company’s best interest to withhold payment of the Management ServicesFee in order to use available cash for other exigent corporate needs during any fiscal year. Any days used by Interest will accrue on all due and unpaid Management Fees not paid at 5% per annum, compounded annually (each 12-months following the Managers’ personnel travelling due date) each year, until such Management Fees are paid. Manager shall have the right (in its discretion) to or from or attending on the Vessel or otherwise used in connection with payment of any portion of the Management Services in excess of those agreed shall be charged Fee that is deferred in accordance with Box 16. this Section (d) If the Owners decide to layup the Vessel and such layup lasts for more than the number of months stated in Box 18, an appropriate reduction of the annual management fee for the period exceeding such period until one (1) month before the Vessel is again put into service shall be mutually agreed between the Parties. If the Managers are providing crew management services in accordance with subclause 5(ac), consequential costs including interest thereon, through the issuance of reduction and reinstatement of the Crew shall be for the Owners’ account. If agreement cannot be reached then either Party may terminate this Agreement in accordance with subclause 31(e)Common Stock. (e) Save as otherwise provided in this Agreement, all discounts and commissions obtained by the Managers in the course of the performance of the Management Services shall be credited to the Owners. (f) All payments of fees and any other payments due to the Managers under this Agreement shall be made without any set-off whatsoever and free and clear of any withholding or deduction for, or on account of, any present or future stamp or other taxes, levies, fees, charges, restrictions or conditions of any nature. If the Owners are required by any authority in any country to make any withholding or deduction from any such payment, the sum due from the Owners in respect of such payment will be increased to the extent necessary to ensure that, after the making of such withholding or deduction the Managers receive a net sum equal to the amount which they would have received had no such deduction or withholding been required to be made. (g) Any change of the nominated bank account stated in Box 17 shall only be made in accordance with a secure protocol agreed between the Parties in writing, which shall include a secondary verification process. Under no circumstances shall any change of the nominated bank account be made by email alone.