General Business Terms and Conditions (Rental / Leasing)

1. General

The General Business Terms and Conditions hereunder are part of any individual equipment lease agreement signed between MAGELLAN Maritime Services GmbH (hereinafter referred to as „Lessor") and the Lessee. Deviations from these terms and conditions require the explicit written acknowledgement of Lessor.

Equipment lease agreements shall only be binding if confirmed by Lessor in writing or if delivery of equipment has been effected. Verbal agreements shall only hold good if confirmed by Lessor in writing. The terms and conditions shall apply to all leased equipment taken on lease by Lessee on or after the effective date of any individual signed lease agreement.

2. Communications

All invoices and communications between Lessee and Lessor shall be sent to the Lessor`s contact address and the Lessee`s contact address as per the applicable lease agreement. Communications sent to those addresses shall be binding on Lessee and Lessor unless written notice has been given of a change of address. All notices and communications given under the lease agreement shall be sent by facsimile, email or mail.

3. Indemnification

Lessee shall indemnify, defend and hold harmless Lessor, from and against all loss, liability, damage, cost and expenses (including, but not limited to, reasonable attorneys` fees), arising from:

(i) any claim for injury to or illness or death of persons or loss of or damage to property, cargo, or vessels due to any cause whatsoever, including but not limited to negligence, gross negligence and strict liability in tort (but not including Lessor`s willful or reckless misconduct), arising from accidents or occurences involving any leased equipment in the possession, custody, or control of Lessee.

(ii) Lessee`s breach of its obligations under any lease.

(iii) Lessee`s failure to keep the leased equipment free from mortgages, pledges, encumbrances, liens and attachments.

In no event shall Lessor be liable for incidental or consequential damages to Lessee. The indemnities contained herein shall survive the expiration or earlier cancellation or termination of any lease with respect to all events, facts, conditions or other circumstances occuring or existing prior to such expiration, cancellation or termination and are expressly made for the benefit of, and shall be enforceable by, any indemnity.

4. Payment of Rental and other Charges

Lessee agrees to pay rent as set forth in this Agreement for all containers described thereon from the day a container is delivered and/or interchanged to Lessee up to and including the day such container is off-hired.

All payments due Lessor shall be paid in United States Dollars (unless other currency is indicated in this Agreement). Lessee shall pay the invoiced amount, without deduction or offsets to Lessor at the address in this Agreement.

Lessor and Lessee acknowledge that timely payment at such address will be performance of Lessee`s obligations under this Agreement and the address specified in this Agreement will be place of performance of this Agreement.

If Lessor`s invoice is not paid when due, Lessor may, without prejudice to any other remedy it may have, charge, as additional rental, a service charge at the rate of eighteen (18) percent per annum on the unpaid balance.

Lessor reserves its right to claim further damages. In case of delayed payment and of reasonable doubts about Lessee’s ability to pay or of his creditworthiness Lessor shall be entitled - without prejudice to Lessor`s other rights - to demand financial securities or prepayments for any deliveries still pending. Lessor shall then also be entitled to set an immediate due date for all claims arising from the existing business relationship. Lessee shall notify Lessor in writing of any disputed item(s) on any invoice within thirty (30) calendar days of the invoice date. Lessee`s failure to notify the Lessor of a dispute in writing within thirty (30) calendar days of the invoice date shall be understood as unconditional acceptance of the invoice as being correct.

5. Taxes and Fees

Lessee shall pay all taxes, charges and penalties (other than net income taxes levied upon Lessor), arising out of or imposed on the possession, use, control, operation or maintenance of the leased equipment until returned to Lessor; or imposed on any lease charges paid to Lessor.

6. Receipt and Condition of Leased Equipment

Lessee acknowledges by its execution of EIR`s (Equipment Interchange Receipts) that leased equipment is received in good condition, except as stated in any EIR. Lessor confirms that leased equipment was manufactured in accordance with applicable standards current on the date of manufacture including those of the International Standard Organisation („ISO"), the International Convention for Safe Containers („CSC"), the Customs Convention on the International Transport of Goods („TIR"), and the Australian Department of Health.

7. Warranty

All equipment is leased as is. Lessor makes no warranties, express or implied, with respect to the condition of any leased equipment, its design, suitability or fitness for any particular purpose, use or trade, or its merchantability. Lessor shall not be under any obligation to maintain, repair, preserve or keep any leased equipment in good order or condition while is on lease to Lessee.

8. Lessee`s Use and Care of Leased Equipment

(i) Lessee may, in the normal course of business, use leased equipment as per the terms and conditions of the individual signed lease agreement.

(ii) Lessee agrees to keep the leased equipment free from all mortgages, pledges, encumbrances, liens and attachments (other than those created by Lessor) during the term of the lease and shall take all actions necessary to protect Lessor`s title thereto and Lessor`s right to possess the leased equipment at the expiration or earlier termination of the lease.

(iii) While the leased equipment is on lease, Lessee shall, at its own expense, make all repairs and replacements necessary to maintain, preserve and keep the leased equipment in good repair and safe operating condition within the standards of the International Institute of Container Lessors („IICL"), ISO and other applicable standards.

(iv) Lessee is liable for all damage to, loss, or destruction of leased equipment while the leased equipment is on lease, unless otherwise agreed in the individual lease agreement. Lessee shall not be responsible for costs of normal wear and tear as defined by the most current IICL inspection manual.

(v) Normal wear and deterioration shall not include damage by forklifts or other handling equipment or changes which could have been prevented by normal maintenance.

(vi) Lessee shall not use or allow the leased equipment to be used for any purpose not permitted or covered by the terms and conditions of the individual signed lease agreement.

(vii) Lessee shall return all containers to Lessor`s depot(s) in the locations designated in this Agreement or in the event Lessor so designates to another terminal or location within the same port area.

9. Loss or Destruction of Leased Equipment

If a unit of leased equipment is lost or destroyed, Lessee shall send a written declaration of loss to Lessor as soon as the loss is known and Lessee shall pay the Replacement Value of such unit.

If a unit is returned to Lessor`s designated depot and the repair costs for Lessee`s account are higher than the applicable Replacement Value, Lessee shall pay the applicable Replacement Value.

10. Damage

If Lessee fails to repair a damaged container prior to returning it to Lessor, Lessor will present a repair estimate to Lessee`s local agent for authorization and no container will be repaired until authorization is given to Lessor. Lessee shall be liable to Lessor for the cost of such repair and for the rental charges, which shall continue until the day on which such damaged container has been repaired and is fit for subsequent rental. Provided, however, Lessee shall be responsible for and shall arrange for the decontamination and cleaning of any container contaminated with or containing a hazardous substance, waste or residue (whether discovered upon or after return of the Container), including arranging for the disposal of any hazardous substance, waste, or residue or other material that may be generated by the decontamination and cleaning of a Container. Any such Container shall remain on-hire until completely decontaminated and cleaned by Lessee. Should Lessee fail to fully decontaminate and clean such a Container within a reasonable time not to exceed thirty (30) days after it has become contaminated, Lessor may declare such Container a constructive total loss, in which case title to such Container shall pass to Lessee, effective at 12:01 am upon the date of its contamination and Lessee shall pay the replacement value for such Container. Lessee shall be responsible for and shall pay for the disposal of any such Container that Lessor has declared a constructive total loss. In its sole discretion, Lessor may elect to dispose of such a container. If Lessor does so, Lessee shall on demand pay to Lessor all costs Lessor incurs in doing so.

11. Force Majeure

LESSEE`S OBLIGATIONS UNDER THIS AGREEMENT ARE ABSOLUTE AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE OR EVENT BEYOND LESSEE`S CONTROL, OF WHATEVER NATURE, INCLUDING, BUT NOT LIMITED TO FIRE, STORM, FLOOD, EARTHQUAKE, EXPLOSION, ACCIDENTS, ACTS OB THE PUBLIC ENEMY, SABOTAGE, RIOTS, CIVIL DISORDER, INSURRECTION, WAR, STRIKES, LOCKOUTS, LABOR DISPUTES, LABOR SHORTAGE, WORK STOPPAGES, TRANSPORTATION EMBARGOES OR DELAYS, FAILURE OR SHORTAGE OF MATERIAL, EQUIPMENT, FUEL, ELECTRICITY OR OTHER SUPPLIES, FAILURE OF SUPPLIERS TO DELIVER AS REQUESTED, FAILURE OF REPAIR FACILITIES TO FINISH REPAIRS, ACTS OF GOD, AND ACTS, ORDERS, DIRECTIONS, OR REGULATIONS OR PRIORITIES OF ANY GOVERNMENT OR ITS BRANCHES OR AGENCIES. LESSEE HEREBY WAIVES ANY AND ALL RIGHTS IT MAY HAVE UNDER ANY STATUTE, LAW OR TREATY LIMITING LESSEE`S LIABILITY OR THE LIABILITY OF ANY VESSEL ON WHICH THE LEASED CONTAINERS ARE USED OR ANY PERSON HAVING AN INTEREST IN ANY SUCH VESSEL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL RIGHTS UNDER THE AMERICAN LIMITATION OF SHIPOWNERS` LIABILITY ACT, 46 U.S.C. §181 et seq. AND THE BRUSSELS CONVENTION ON LIMITATION OF LIABILITY OF 1923 AND ANY SUBSEQUENT REVISION THEREOF.

12. Default, Remedies upon Default

Should Lessee (i) default in the payment of any sum due hereunder within fifteen (15) days of the date Lessee is invoiced by Lessor, (ii) default in the performance of its other obligations under this Agreement, (iii) cease doing business as a going concern, become insolvent, commit an act of bankruptcy or become the subject of any proceeding under any bankruptcy act, or its counterpart under the law of any territory outside of the jurisdiction of Switzerland or Germany, (iv) default under any other agreement between Lessor and Lessee, (v) transfer substantially all of its assets or merges or consolidates with or is acquired by any other person or entity, without Lessor`s prior written consent, (vi) during any calendar year and/or without Lessor`s prior written consent, sell, retire or issue new shares in a sufficient number such that more than fifty (50%) percent of Lessee`s shareholders have not held their shares for at least one year, (vii) without Lessor`s prior written consent, change its chief executive officer or chief financial officer, (viii) without Lessor`s prior written consent, change its board of directors such that a majority of the directors have not held their directorships for at least one year, or (ix) if any financial statement delivered to Lessor is not true and correct in any material respect, then Lessor may without notice and without releasing Lessee of its obligations hereunder, terminate this Agreement, accelerate and declare immediately due and payable all future rental payments, discounted to present value at the prime rate as published in the Wall Street Journal on the date Lessor elects to accelerate, and retake possession of the containers free of any claims of Lessee. Any and all expenses Lessor incurs in retaking possession shall be for the account of Lessee. Lessor may, in its sole discretion, waive a default by Lessee, but any such waiver or waivers shall not be construed to modify the terms of the Agreement between Lessor and Lessee, including these Business Conditions. In the event of such termination by Lessor, Lessee shall no longer be in possession of the containers with Lessor`s consent and Lessee shall return the containers to Lessor at such place as Lessor shall direct. Lessee shall continue to pay rental charges for containers until the containers are (i) returned in as good condition as received, normal wear and deterioration excepted, (ii) repaired and fit for subsequent rental or (iii) settlement is made. Without limiting Lessee`s indemnity obligations under Section 3 of these Business Conditions, should Lessor retake possession of all or any part of the containers, Lessee authorizes Lessor to take possession of any property in, on or attached to such containers which is not the property of Lessor, and without liability for its care or safekeeping, to place such property in storage at the risk and expense of Lessee. Lessee will owe Lessor an amount equal to the balance of the rent owed for the remainder of the Term, as provided for in the Agreement, without regard to depreciation, for each container not returned to Lessor within thirty (30) days of termination by Lessor. Termination shall not relieve Lessee of any liabilities or obligations incurred prior to such return, repair or settlement.

13. Subleasing and Direct Interchanging

Lessee shall not have the right to assign this Agreement or to sublet, rent, directly interchange or otherwise hire out or part with possession of a container, to any other party without the prior written consent of Lessor. Except for direct interchanges, such consent of Lessor shall not operate to relieve Lessee of any of its obligations hereunder.

14. Insurance

Lessee shall, at its own cost and expense, maintain the following minimum amounts of insurance issued by underwriters satisfactory to Lessor:

(i) All Risk Insurance in an amount equal to the Replacement Value of all leased equipment while on land, afloat, in transit or at rest anywhere in the world, including Particular Average and General Average.

(ii) Comprehensive General Liability Insurance against bodily injury and property damage subject to a combined single limit of liability of not less than US Dollar 1,000,000 per occurrence, minimum coverage of US Dollar 2,000,000 per calendar year.

Lessor shall be named „Additional Insured" and „Loss Payee" with respect to the All Risk Insurance and Liability Insurance.

(iii) Lessee shall not use or allow the leased equipment to be used for any purpose not permitted or covered by the terms and conditions of such insurance policies, or do or allow to be done any act which may invalidate the insurance.

15. Miscellaneous

(i) The Attachments, including this Attachment of General Business Terms and Conditions, and any other Attachment hereto, represent the entire Agreement between Lessor and Lessee and may be amended, modified or changed only by an agreement in writing between Lessor and Lessee. If Lessee takes possession of or retains any of the containers provided hereunder after receipt of this Agreement, then this Agreement shall be effective and binding, whether or not signed by Lessee.

(ii) This Attachment of General Business Terms and Conditions shall be incorporated into the Lease Agreement between Lessor and Lessee. If this Attachment of General Business Terms and Conditions conflicts with any other Attachment to the Agreement, the other Attachment shall prevail.

(iii) Lessee acknowledges that the containers furnished to it under this Agreement are leased in contemplation of use on vessels owned and/or operated and/or chartered and/or managed by Lessee and for the prosecution of voyages thereon, and that any container furnished to it hereunder is also furnished to the vessel on which the container is used. Lessee may use the container on more than one vessel owned, operated, chartered or managed by Lessee, and agrees that each time such a container is used in connection with the operation of a vessel, Lessor is furnishing such container to Lessee and the vessel anew and that Lessor is relying on the credit of the vessel in furnishing the container. Lessee agrees to maintain records reflecting the vessels and voyages upon which the containers furnished under this Agreement are used and shall make such records available to Lessor upon reasonable demand by Lessor. Lessee agrees to notify Lessor in the event that containers furnished under this Agreement are used for a purpose other than in connection with the operation of vessels (which operation may include incidental use on land) and the prosecution of voyages thereon. Lessee warrants that it is authorized to enter into this Agreement on behalf of any and all vessels owned and/or operated and/or chartered and/or managed by Lessee.

(iv) Pickup or redelivery of leased equipment or any other act by an agent or employee of, or independent contractor engaged by Lessee shall be deemed to be the act of Lessee.

16. Governing Law and Place of Jurisdiction

The maritime law of Germany shall apply to all matters relating to any lease agreement or any leased equipment. Lessor may, at its sole option, require:

(i) that any action or proceeding relating to any lease or leased equipment be brought in or transferred to court in Hamburg/Germany, as Place of Jurisdiction; or

(ii) at any other place, in Lessor`s option, as convenient to Lessor.

17. Sovereign immunity

Lessee hereby waives any immunity from jurisdiction, pre-judgement seizure, arrest or attachment, and/or execution or enforcement of any judgement or award obtained by Lessor to which Lessee might otherwise be entitled, under any legislation, rules or regulations of any other country having application to Lessee in any action or proceeding brought by Lessor arising out of or related to any lease or leased equipment.