ZMS FOR SHIP MANAGEMENT & OPERATION

FOR HIGH DEMANDS

CPA (Charter Party Agreement) & Vessel Operating Management

PART I
Summary
1. Date of Agreement January 30th 2024

2. Company (full style and address) 1. PRINCIPAL (full style and address)
ZMS SHIP MANAGEMENT & OPERATION LLC LARFI PETROLEUM TRADING LLC
Office 604, Tower A, Empire Heights, P.O Box 13321 Heirs of Ahmed Ubaid Bin Touq Al Marri
Marasi Drive, Business Bay, Dubai, UAE Dubai United Arab Emirates
2. Period 3. Notice of termination 30 days
One year
4. Activities (Clause 7)
Charter Party Negotiation - Voyage Planning - Documentation and Compliance - Legal Claims and Disputes - Financial Management -
Communication and Stakeholder Management - Charter Performance Analysis – Bunkering - Freight/Charter Hire Collection

5. Company’s bank details Currency: 6. PRINCIPAL’s bank details Currency:

Bank: Mashreqbank PSC Bank: MASHREQ BANK
Account Number: 19101064138 Account Number: 01910252473
Account Name: Account Name: LARFI PETROLEUM TRADING LLC
ZMS FOR SHIP MANAGEMENT AND OPERATION L.L.C IBAN: AE270330000019101252473
IBAN: AE410330000019101064138 BIC/SWIFT code: BOMLAEAD
BIC/SWIFT code: BOMLAEAD Currency: AED
Currency: USD
7. Company contacts detail 8. PRINCIPAL contact detail
Capt. Rami Al Breiki | r.albreiki@zenithms.ae MR. Brahim El Bahloul|Brahim@larfipetroleum.com
Mob: +971507225492 | Tel: +971 4 568 4530 Mob +971 50 362 0974 / Tel +32488070711
9. Dispute Resolution (Governing law and place of arbitration must be stated)
This agreement is governed by the law of the United Arab Emirates. The place of arbitration shall be Dubai, UAE.

10. Additional Clauses, if any NIL

It is mutually agreed that this Agreement shall be performed subject to the conditions contained herein consisting of Part I,
Part II. In the event of a conflict of conditions, the provisions of Part I shall prevail over those of Part II to the extent of such
conflict but no further.
Name, Signature and Stamp (Company) Name, Signature and Stamp (PRINCIPAL)

Office 604, Tower A, Empire Heights

Business Bay, Dubai, UAE Page 1 of 6
 ZMS FOR SHIP MANAGEMENT & OPERATION
FOR HIGH DEMANDS

PART II
Contract Management Agreement

Definitions

1. "Activities" refer to the functions specified in Section 2.

2. "Company" refers to the party stated in Box 2.

3. "Expenses" mean costs incurred by or on behalf of the PRINCIPAL for the operation of vessels.

4. "Net Income" refers to the income generated from the charter and operation of vessels, minus deductions and expenses
as specified in this agreement.

5. "PRINCIPAL" means the party stated in Box 3.

6. “Ad-hoc services” means the services provided by the Company (i.e., either one-off bespoke services or bespoke
continuous tracking services by doing what is necessary to address an unscheduled incident, which can apply to various
situations and is crucial for the sake of maintaining a performing contract).

7. "Management Fee" refers to a monthly fee payable by the PRINCIPAL to the Company for the Ad-hoc services provided.

8. "Parties" mean the PRINCIPAL and the Company.

9. "Period" means the duration of the agreement as stated in Box 4.

10. "Vessel" refers to the vessels chartered and operated by the Company on behalf of the PRINCIPAL.

Section 1 - Basis of the Agreement

"COMPANY represents that it acts as the despondent owner to offer vessels to the PRINCIPAL for spot cargo and also acts as
the operator on behalf of the PRINCIPAL for time chartering. COMPANY further represents that there are no claims,
agreements, or encumbrances which would or might interfere with COMPANY's full performance of this agreement.

1. It is of the essence of this Charter Party Agreement that COMPANY warrants the vessels' seaworthiness at the time of
delivery and thereafter. The vessels shall accord with their description herein, be in every way seaworthy, fit, sufficiently
equipped, and manned with proper documentation, licensing, and permits required for the service as described in this
agreement.

2. Vessels: The vessels chartered will be described as (Vessel Name, IMO Number, registry, Q88, and flag). The physical
description of the vessel(s) will be provided in Q88 once the vessel COMPANY has agreed to the potential voyage.
Tentatively to serve as a vessel at reach to the trade:

3. COMPANY, acting as the despondent owner and operator, agrees to deliver the vessels to PRINCIPAL to move fuel
products, including EN590 (10ppm), D6, D2, Jet A1 & JP54, and to carry varying capacities. PRINCIPAL shall provide the Load
Port, Load Port berth specifications, Laycan window, Product description (SDS), Product quantity, Destination Port, and
destination port facility berth specifications.

Office 604, Tower A, Empire Heights

Business Bay, Dubai, UAE Page 2 of 6
 ZMS FOR SHIP MANAGEMENT & OPERATION
FOR HIGH DEMANDS

4. This agreement between COMPANY and PRINCIPAL shall commence on the date stated in Box 4 and
continue for the period specified therein. If no specific period is mentioned, the agreement shall continue
until terminated by either party giving the notice period stated in Box 5. PRINCIPAL has the option to extend the charter
duration of the vessels on the same terms for further voyages by providing written notice to COMPANY before the expiration
of the initial charter period. COMPANY shall comply, at its own expense, with all applicable state and federal laws and
regulations, all applicable laws of any foreign country asserting jurisdiction in the area of charter performance, and any
relevant authorities. COMPANY shall provide and maintain on the vessels, at all times, the required documentation to
demonstrate compliance with said laws, regulations, and conventions.

5. The basis of hire for the chartered vessels shall be determined once all relevant voyage information is obtained by
COMPANY. If the inability to perform shall continue for a period of 24 hours or more, PRINCIPAL shall have the right to
terminate this agreement as per Section 4 of this agreement. However, such termination shall not affect any active vessel
chartering agreement already in place between COMPANY and PRINCIPAL. All costs and expenses shall be payable as agreed
between the parties prior to the described voyage, and any termination shall be without prejudice to any rights or remedies
that may have accrued to either party prior to termination.

6. COMPANY, as the disponent owner, shall procure and maintain, at its own cost, the insurance policies described below.
These policies shall name PRINCIPAL, its parents, subsidiaries, licensees, successors, related and affiliated companies, and
their officers, directors, employees, agents, representatives, and assigns as additional insureds.

a) All Risks Hull and Machinery Insurance covering the full value of each vessel provided by COMPANY for the service.

b) Protection and Indemnity Insurance with an cover amount agreed on cases decided per occurrence, covering liabilities
insured by COMPANY under this Charter Party Agreement. This policy shall include a cross-liability clause and cover
PRINCIPAL for all liabilities arising from the use of the vessels as described herein.

c) Vessel Pollution Liability Insurance covering all pollution liability and cleanup expenses, as required by British Columbia,
Canadian, and other applicable laws. The aggregate amount of this insurance coverage shall not be less than $5,000,000 per
occurrence.

d) Personnel Insurance to cover COMPANY employees for illness, personal injury, or accidental death while traveling in
relation to the Charter Party Agreement. This coverage shall comply with all applicable laws and extend to the extent not
covered under COMPANY's P&I Insurance.

The PRINCIPAL shall remunerate the Company for the agreed Activities specified in Section 2 (clause 7), in accordance with
the profit distribution provisions outlined in this agreement. The PRINCIPAL shall also remunerate the Company for the Ad-
hoc services specified in Section 2 (clause 8), with a management monthly fee of USD 3,000 payable by the PRINCIPAL to the
Company for the Ad-hoc services provided quarterly in advance.

Section 2 - Activities

7. The Activities under this agreement include the following and will also include Ad-hoc services for operating the vessels,
as further specified in this section (clause 8):

a) Voyage Planning: Collaborating with charterers, port authorities, and other relevant stakeholders to plan the
voyage route, taking into account factors such as weather conditions, vessel speed, fuel consumption, and port
restrictions.

b) Bunkering:

Office 604, Tower A, Empire Heights

Business Bay, Dubai, UAE Page 3 of 6
 ZMS FOR SHIP MANAGEMENT & OPERATION
FOR HIGH DEMANDS

i. Bunker Planning: Determining the fuel requirements for the voyage and planning bunkering operations
accordingly.
ii. Supplier Selection: Identifying reliable fuel suppliers and negotiating competitive fuel prices and terms.
iii. Bunker Delivery Coordination: Coordinating bunkering operations, including scheduling deliveries,
ensuring the availability of suitable bunkering facilities, and overseeing fuel quality control measures.
iv. Documentation and Compliance: Managing bunkering documentation, including bunker delivery notes,
quality certificates, and compliance with environmental regulations.

c) Freight/Charter Hire Collection:

i. Invoicing and Payment: Preparing and issuing accurate invoices for freight charges or charter hire to
charterers, considering any additional charges or demurrage as per the charter party agreement.
ii. Payment Follow-up: Monitoring payment timelines and following up with charterers to ensure timely
collection of freight or charter hire payments.
iii. Accounting and Reconciliation: Maintaining proper accounting records and reconciling freight or charter
hire collections with financial statements.

d) Legal Claims and Disputes:

i. Contractual Compliance: Ensuring compliance with the terms and conditions outlined in the charter party
agreement to minimize the likelihood of disputes.
ii. Claims Management: Handling and responding to charterer's claims, including demurrage claims, cargo
damage claims, or disputes arising from delays or breach of contractual obligations.
iii. Legal Support: Engaging legal experts or maritime lawyers to provide advice and guidance on legal issues,
interpretation of contracts, and resolution of disputes.
iv. Arbitration or Mediation: If disputes cannot be resolved through negotiation, initiating arbitration or
mediation procedures to seek a fair and impartial resolution.
v. Documentation and Evidence Management: Maintaining comprehensive records, correspondence, and
evidence related to legal claims and disputes for potential legal proceedings.

8. The Company shall exercise due care and diligence in performing the following Ad-hoc services outlined below and in
protecting the interests of the PRINCIPAL:

a) Charter Party Negotiation: Negotiating charter party agreements with charterers, including terms and conditions
related to vessel hire rates, duration of the charter, loading and discharge ports, laytime and demurrage, cargo
handling responsibilities, and any additional clauses or provisions.

b) Documentation and Compliance: Managing all necessary documentation and ensuring compliance with
international regulations and requirements, such as vessel certificates, cargo manifests, customs procedures, and
port clearances.

c) Financial Management: Monitoring and managing financial aspects of vessel chartering and operation, including
budgeting, cost control, invoicing, and financial reporting.

d) Communication and Stakeholder Management: Maintaining regular communication and effective collaboration
with charterers, port authorities, agents, suppliers, and other stakeholders to ensure smooth operations and
address any issues or concerns.

e) Charter Performance Analysis: Analyzing the performance of charters, including evaluating operational efficiency,

Office 604, Tower A, Empire Heights

Business Bay, Dubai, UAE Page 4 of 6
 ZMS FOR SHIP MANAGEMENT & OPERATION
FOR HIGH DEMANDS

profitability, customer satisfaction, and identifying areas for improvement.

Section 3 - Financial Provisions

9. The Company shall keep separate accounts for each vessel operated under this agreement, clearly stating the income and
expenses associated with each vessel.

10. The Company shall deduct the following expenses from the Net Income generated by the vessel operations before
calculating the Management Fee:
a) Costs directly attributable to the operation of vessels, including vessel owners' out-of-hire expenses, fuel,
insurance, port dues, and other related expenses.
b) The Management Fee payable to the Company as specified in Section 1(6).
c) Any other expenses agreed upon by the Parties in writing.

11. The Net Income after deduction of expenses shall be distributed between the Parties in the following manner:
a) The PRINCIPAL shall receive a share of the Net Income equal to 5% before tax.
b) The Company shall receive a share of the Net Income equal to 95% before tax as the remaining profit.

12. The Company shall provide the PRINCIPAL with a statement of accounts on a monthly basis, detailing the income,
expenses, and Net Income generated from the vessel operations.

Section 4 - Termination

13. Either Party may terminate this agreement by providing written notice to the other Party as specified in Box 5.

14. Upon termination, the Company shall:

a) Cease all vessel operating activities on behalf of the PRINCIPAL.
b) Settle any outstanding financial obligations and distribute the remaining Net Income in accordance with Section
3.

15. The termination of this agreement shall not relieve the Parties of any liabilities or obligations accrued before the
termination date.

Section 5 - Governing Law and Dispute Resolution

16. This agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in Box 11.

17. Any dispute arising under, out of, or in connection with this agreement may be referred by either party to the dispute to
be finally settled by binding arbitration in accordance with the UNCITRAL Arbitration Rules then in effect. The number of
arbitrators shall be three, with one appointed by each party and the third selected by the two appointed arbitrators. The
language to be used in the arbitral proceedings shall be English.

18. The place of arbitration shall be Dubai, UAE. Either party may request any court of competent jurisdiction to order any
interim measures of protection for the preservation of its rights and interests to the extent permitted by law, including
injunctions and measures for the preservation of such property and information that form part of the subject matter in
dispute. Such requests shall not be deemed incompatible with, or as a waiver of, this agreement to arbitrate.

Office 604, Tower A, Empire Heights

Business Bay, Dubai, UAE Page 5 of 6
 ZMS FOR SHIP MANAGEMENT & OPERATION
FOR HIGH DEMANDS

19. If a party fails to proceed with arbitration, unsuccessfully challenges the arbitrators' award, fails to
comply with the arbitrator's award, or fails to comply with any interim measure of protection issued by any
competent authority, the other party shall be entitled to costs of suit, including reasonable attorneys' fees, for having to
compel arbitration or defend or enforce the award or interim measure.

Section 6 - Miscellaneous

20. This agreement constitutes the entire agreement between the Parties and supersedes any prior agreements or
understandings, whether written or oral, relating to the subject matter herein.

21. Any modifications or amendments to this agreement shall be made in writing and signed by both Parties.

22. If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue
to be valid and enforceable to the fullest extent permitted by law.

23. This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.

Office 604, Tower A, Empire Heights

Business Bay, Dubai, UAE Page 6 of 6