株探米国株
英語
エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 20-F

(Mark One)
☐     REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR

☒     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR

☐     SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: Not applicable

For the transition period from       to       
Commission file number: 001-41413

 
United Maritime Corporation
 
 
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 (Not Applicable)
 
 
 (Translation of Registrant’s name into English)
 
 
 
 
 
 Republic of the Marshall Islands
 
 
 (Jurisdiction of incorporation or organization)
 
 
 
 
 
154 Vouliagmenis Avenue, 166 74 Glyfada, Greece
 
(Address of principal executive offices)
 
 
 
 
 
Stamatios Tsantanis, Chairman & Chief Executive Officer
 
 
United Maritime Corporation
 
 
154 Vouliagmenis Avenue, 166 74 Glyfada, Greece
 
 
Telephone: +30 2130181507
  
 
Facsimile: +30 2109638404
  
 
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
  


Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of class
​
​
Trading Symbol(s)
​
​
Name of exchange on which registered
Shares of common stock, par value $0.0001, including the Preferred Stock Purchase Rights
​
​
 USEA
​
​
 The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of December 31, 2025, 9,083,645 shares of common stock, par value $0.0001 per share, and 40,000 Series B Preferred Shares, par value $0.0001 per share, were outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  ☐ Yes ☒ No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☒ Yes  ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  ☒ Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐
​
​
Accelerated filer  ☐
​
​
Non-accelerated filer ☒
 
​
​
  
​
​
Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☒

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒
​
​
International Financial Reporting Standards as issued by the International Accounting Standards Board  ☐
​
​
Other  ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17
​
​
☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes
​
​
☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. N/A

☐ Yes
​
​
☐ No

TABLE OF CONTENTS

   
Page
3
ITEM 1.
 3
ITEM 2.
 3
ITEM 3.
 3
ITEM 4.
 41
ITEM 4A.
 64
ITEM 5.
 65
ITEM 6.​​
 78
ITEM 7.​
 81
ITEM 8.
 84
ITEM 9.​
 84
ITEM 10.​​
 84
ITEM 11.
 94
ITEM 12.​​
 94
​
 ​
  
95
ITEM 13.​​
 95
ITEM 14.​​
 95
ITEM 15.​​
 95
ITEM 16
 96
ITEM 16A.
 96
ITEM 16B.​
 96
ITEM 16C.
 97
ITEM 16D.
 97
ITEM 16E.
 97
ITEM 16F.
 97
ITEM 16G.
 98
ITEM 16H.
 98
ITEM 16I.
 98
ITEM 16J.
 98
ITEM 16K.
 99
     
100
ITEM 17.
 100
ITEM 18.
 100
ITEM 19.
 100

Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F contains certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions, or strategies regarding the future and other statements that are other than statements of historical fact. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Without limiting the generality of the foregoing, all statements in this annual report concerning or relating to estimated and projected earnings, margins, costs, expenses, expenditures, cash flows, growth rates, future financial results and liquidity are forward-looking statements. In addition, we, through our senior management, from time to time may make forward-looking public statements concerning our expected future operations and performance and other developments.

The forward-looking statements in this annual report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs, or projections. As a result, you are cautioned not to rely on any forward-looking statements.

Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully in “Item 3. Key Information—D. Risk Factors.” Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. In addition to these important factors, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include among other things:


 •
changes in shipping industry trends, including charter rates, vessel values, and factors affecting vessel supply and demand;


•
changes in seaborne and other transportation patterns;


•
changes in the supply of or demand for dry bulk commodities, including dry bulk commodities carried by sea, generally or in particular regions;


•
changes in the number of newbuildings under construction in the dry bulk shipping industry;


•
the number of available slots in shipyards for newbuilding orders for the dry bulk sector;


•
changes in the useful lives and the value of our vessels and the related impact on our compliance with the covenants under our financing arrangements;


•
the aging of our fleet and increases in operating costs;


•
changes in our ability to complete future, pending, or recent acquisitions or dispositions;


•
our ability to achieve successful utilization of our fleet;


•
changes to our financial condition and liquidity, including our ability to pay amounts that we owe and obtain additional financing to fund capital expenditures, acquisitions, and other general corporate activities;


•
risks related to our business strategy, areas of possible expansion, or expected capital spending or operating expenses;


•
our dependence on Seanergy Maritime Holdings Corp. and our third-party managers to partly operate our business;

1
Table of Contents

 •
changes in the availability of crew, number of off-hire days, classification survey requirements, and insurance costs for our vessels;


•
changes in our relationships with our contract counterparties, including the failure of any of our contract counterparties to comply with their agreements with us;


•
loss of our customers, charters, or vessels;


•
damage to our vessels;


•
potential liability from future litigation and incidents involving our vessels;


•
our future operating or financial results;


•
changes in interest or inflation rates;


•
acts of terrorism, war, piracy, and other hostilities;


•
public health threats, pandemics, epidemics, other disease outbreaks or calamities and governmental responses and other effects thereto;


•
changes in global and regional economic and political conditions, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic or health crises;


•
changes in tariffs, trade barriers, embargos and regulatory requirements;


•
general domestic and international political conditions or events, including trade wars, acts of hostility or potential, threatened, or ongoing war, including the war between Russia and Ukraine (and related sanctions), the war between Israel and Hamas, the Houthi attacks on merchant vessels in the region of the Red Sea and the Gulf of Aden, the war between the U.S. and Israel and Iran, and China and Taiwan disputes, the tensions between the U.S. and China, the tensions between Panama and the U.S., the current instability in Venezuela and Iran and potential tensions between the U.S. and Greenland, Denmark, the European Union, or Venezuela;


•
changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the marine transportation industry;


•
our ability to continue to implement and maintain adequate Environmental, Social and Governance (“ESG”) practices, policies, programs, goals and targets;


•
our ability to continue as a going concern; and


•
other factors discussed in “Item 3. Key Information—D. Risk Factors” and other important factors described from time to time in the reports we file with the U.S. Securities and Exchange Commission (the “Commission”).

Should one or more of the foregoing risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects, on us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable laws. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements.

2
Table of Contents
PART I

Unless the context otherwise requires, as used in this annual report, the terms “Company,” “we,” “us,” and “our” refer to United Maritime Corporation and any or all of its subsidiaries, and “United Maritime Corporation” refers only to United Maritime Corporation and not to its subsidiaries. We were incorporated under the laws of the Republic of the Marshall Islands on January 20, 2022 and did not commence operations until the consummation of the Spin-Off on July 5, 2022. “United Maritime Predecessor” refers to the vessel-owning subsidiary of the M/V Gloriuship prior to its contribution to us, when it was owned by Seanergy Maritime Holdings Corp. (“Seanergy”).

We use the term deadweight tons, or “dwt,” in describing the size of vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Unless otherwise indicated, all references to “U.S. dollars,” “dollars,” “U.S. $” and “$” in this annual report are to the lawful currency of the United States of America.

ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.
KEY INFORMATION

A.
[Reserved]

B.
Capitalization and Indebtedness

Not applicable.

C.
Reasons for the Offer and Use of Proceeds

Not applicable.

D.
Risk Factors

Some of the following risks relate principally to the industry in which we operate and others relate to our business in general or our common shares. If any of the following risks occur, our business, financial condition, results of operations, and cash flows could be materially adversely affected and the trading price of our securities could decline.

Summary of Risk Factors

Below is a summary of the principal factors that make an investment in our common shares speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings “Risks Relating to Our Industry,” “Risks Relating to Our Company,” and “Risks Relating to Our Common Shares” and should be carefully considered, together with other information in this annual report on Form 20-F and our other filings with the Commission, before making an investment decision regarding our common shares.

3
Table of Contents
The principal risk factors, as more particularly described in this “Item 3. Key Information—D. Risk Factors” below, include, but are not limited to, the following:

Risks Relating to Our Industry


 •
general dry bulk market conditions, including fluctuations in charter hire rates, vessel values, vessel supply, and demand for vessels;


•
general economic, political, and business conditions and disruptions, including sanctions, public health, war, piracy, terrorist attacks, and other measures;


•
our dependence on index-linked charters;


•
global economic conditions and disruptions in world financial markets and the resulting governmental action;


•
significant tariffs or other restrictions imposed on imports and related countermeasures could have a material adverse effect on our operations and financial results;


•
compliance with, and our liabilities under, governmental, tax, environmental, and safety laws and regulations;


•
changes in governmental regulation, tax, and trade matters and actions taken by regulatory authorities;


•
inherent operational risks, weather damage, seasonal fluctuations, and inspection procedures of the dry bulk industry;


•
increased scrutiny of environmental, social, and governance matters;

Risks Relating to Our Company
 

 •
reliance on information systems and potential security breaches;


•
our borrowing availability under our loan agreements and other security agreements and compliance with the financial covenants therein, and ability to borrow new funds or refinance existing facilities;


•
our use of available funds, and the banks in which such funds are held;


•
capital expenditures and other costs, such as increased fuel prices, necessary to operate and maintain our fleet;


•
our dependence on a limited number of customers for a large part of our revenue;


•
technological developments which affect global trade flows and supply chains may affect our business and results of operations;


•
our dependence on our charterers and other counterparties fulfilling their obligations;


•
our ability to attract and retain key management personnel and potentially manage growth and improve our operations and financial systems and staff;


•
delays or defaults by the shipyards in the construction of newbuildings, or defaults in constructions; or delays cancellations or non-completion of deliveries of purchased vessels;


•
our ability to successfully and profitably employ our vessels;


•
conflicts of interest which may arise from our officers’ and directors’ association with the Seanergy;


•
labor interruptions, including failure of industry groups to renew industry-wide collective bargaining agreements;

4
Table of Contents

 •
the aging of our fleet and vessel replacement;


•
our vessels becoming unavailable or going off-hire;


•
potential increased premium payments from protection and indemnity associations;


•
technological innovation and quality and efficiency requirements from our customers;


•
fluctuations in foreign currency exchange and interest rates, including volatility of SOFR and potential changes of the use of SOFR as a benchmark;


•
effects of worldwide inflationary pressures;


•
our dependence on the ability of our subsidiaries to distribute funds to us;


•
our ability to compete for charters;


•
our dependence on Seanergy and its wholly-owned management subsidiaries to partly operate our business;


•
fraud, fraudulent, and illegal behavior, including the smuggling of drugs or other contraband onto our vessels;


•
arrest or requisition of our vessels;


•
potential cyber-attacks;

Risks Relating to Our Common Shares


 •
effects of U.S. federal tax on us and our shareholders;


•
volatility in the price of our common shares, the continuation of a liquid trading market, and dilution of shareholders;


•
the superior voting rights of our Series B Preferred Shares and any conflict of interest of the holder of such shares;


•
the effect of anti-takeover provisions of our organization documents;


•
our ability to pay dividends;


•
delisting of our common shares from the Nasdaq Capital Market;


•
compliance with economic substance requirements;


•
our ability to access the credit and capital markets at the times and in the amounts needed on acceptable terms;


•
other factors that may affect our financial condition, liquidity, results of operations, and ability to pay dividends; and

Other Risk Factors


 •
other risk factors discussed under “Item 3. Key Information—D. Risk Factors.”

5
Table of Contents
Risks Relating to Our Industry

Charter hire rates for dry bulk vessels are cyclical and volatile and the dry bulk market remains significantly below its historic high. This may adversely affect our earnings, revenue, and profitability and our ability to comply with our loan covenants or covenants in other financing agreements.

The volatility in the dry bulk charter market, from which we derive part substantially all of our revenues, has affected the dry bulk shipping industry and has harmed our business. The Baltic Dry Index, or the BDI, a daily average of charter rates for key dry bulk routes published by the Baltic Exchange Limited, has long been viewed as the main benchmark to monitor the movements of the dry bulk vessel charter market and the performance of the entire dry bulk shipping market and has been very volatile in recent years. The BDI declined from an all-time high of 11,793 in May 2008 to an all-time low of 290 in February 2016, which represents a decline of approximately 98%. In the following years volatility was also apparent, albeit less extreme. In 2025, the BDI ranged from a low of 715 on January 30, 2025 to a high of 2,845 on December 3, 2025. The BDI was 2,066 as of April 2, 2026, due to its volatile nature, there can be no assurance of the future performance of the BDI.

The decline from historic highs and volatility in charter rates following 2008 is due to various factors, including the over-supply of dry bulk vessels, the lack of trade financing for purchases of commodities carried by sea, which resulted in a significant decline in cargo shipments and trade disruptions caused by natural or other disasters, such as those that resulted from the dam collapse in Brazil in 2019 and the outbreak of the coronavirus infection in China. More recently, following Russia’s invasion of Ukraine in February 2022, the U.S., the EU, the UK and other countries have imposed sanctions against Russia and certain disputed regions of Ukraine including, among others, prohibitions and restrictions on selling or importing goods, services, or technology in or from affected regions, travel bans, and asset freezes impacting connected individuals and political, military, business, and financial organizations in Russia, severing large Russian banks from U.S. and/or other financial systems, and barring some Russian enterprises from raising money in the U.S. market. The U.S., EU, and other countries could impose wider sanctions and take other actions. The war in Ukraine has resulted in higher freight market volatility and while the initial effect on the dry bulk freight market was positive, the long-term effects so far remain unclear. More recently, the war between Israel and Hamas and the war between the U.S. and Israel and Iran, have resulted in increased tensions in the Middle East region, including missile attacks by the Houthis on vessels in the Red Sea and the Gulf of Aden and the potentially prolonged disruption of shipping through the Strait of Hormuz and entry into the Persian Gulf, thus creating uncertainty and risks to shipping operations in the region. Such circumstances have had and could in the future result in adverse consequences from time to time for dry bulk shipping, including, among other developments, such as:


 •
decrease in available financing for vessels;


•
no active secondhand market for the sale of vessels;


•
decrease in demand for dry bulk vessels and limited employment opportunities;


•
charterers seeking to renegotiate the rates for existing time charters;


•
widespread loan covenant defaults in the dry bulk shipping industry due to the substantial decrease in vessel values; and


•
declaration of bankruptcy by some operators, charterers, and vessel owners.
 
The degree of charter hire rate volatility among different types of dry bulk vessels has varied widely. If we enter into a charter when charter hire rates are low, our revenues and earnings will be adversely affected and we may not be able to successfully charter our vessels at rates sufficient to allow us to operate our business profitably or meet our obligations. Further, if low charter rates in the dry bulk market decline further for any significant period, this could have an adverse effect on our vessel values and ability to comply with the financial covenants in our loan agreements or other financing agreements. In such a situation, unless our lenders are willing to provide waivers of covenant compliance or modifications to our covenants, our lenders could accelerate our debt and we could face the loss of our vessels. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short and medium-term liquidity. We cannot assure you that future charter rates will enable us to cover our liabilities, operate our vessels profitably, or pay dividends.
 
6
Table of Contents
The factors that influence demand for dry bulk shipping capacity include:


 •
supply of and demand for energy resources, commodities, and semi-finished consumer and industrial products and the location of consumption versus the location of their regional and global exploration production or manufacturing facilities;


•
the globalization of production and manufacturing;


•
changes in interest or inflation rates;


•
general domestic and international political conditions or events, including trade wars, retaliatory economic measures, acts of hostility or potential, threatened, or ongoing war, including the war between Russia and Ukraine (and related sanctions), the war between Israel and Hamas, the Houthi attacks on merchant vessels in the region of the Red Sea, the war between the U.S. and Israel and Iran, China and Taiwan disputes, the tensions between the U.S. and China, the tensions between the U.S. and Panama, current instability in Venezuela and potential tensions between the U.S. and Greenland, Denmark, the European Union, or Venezuela;


•
global and regional economic and political conditions and developments, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic or health crises;


•
natural disasters and weather;


•
public health threats, pandemics, epidemics, and other disease outbreaks and governmental responses thereto;


•
embargoes and strikes;


•
disruptions and developments in international trade, including trade disputes or the imposition of tariffs or trade barriers on various commodities or finished goods;


•
changes in seaborne and other transportation patterns, including the distance cargo is transported by sea;


•
environmental and other legal or regulatory developments; and


•
political developments, including changes to trade policies or trade wars, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic, or health crises;

We anticipate that the future demand for our dry bulk vessels and charter rates will be dependent upon continued economic growth in the world’s economies, seasonal and regional changes in demand and changes to the capacity of the global dry bulk vessel fleet and the sources and supply of dry bulk cargo to be transported by sea. Adverse economic, political, social, or other developments could negatively impact charter rates and therefore have a material adverse effect on our business, results of operations, and ability to pay dividends. We may also decide that it makes economic sense to lay up one or more vessels. While our vessels are laid up, we will pay lay-up costs, but those vessels will not be able to earn any hire.

7
Table of Contents
An over-supply of dry bulk vessel capacity may depress the current charter rates and vessel values and, in turn, adversely affect our profitability.

The market supply of vessels generally increases with deliveries of new vessels and decreases with the recycling of older vessels, conversion of vessels to other uses, such as floating production and storage facilities, and loss of tonnage as a result of casualties. In previous years, the market supply of dry bulk vessels had increased due to the high level of new deliveries. Dry bulk newbuildings were delivered in significant numbers starting at the beginning of 2006 and continued to be delivered in significant numbers through 2017. In addition, the dry bulk newbuilding orderbook, extending up to 2030, was approximately 12.6% of the existing world dry bulk fleet as of the end of March 2026, according to Clarkson Research Services Limited, or Clarksons Research, and the orderbook may increase further in proportion to the existing fleet. Even though the overall level of the orderbook has declined over the past years, an over-supply of dry bulk vessel capacity could depress the current charter rates. Factors that influence the supply of vessel capacity include:


 •
the number of newbuilding orders and deliveries, including delays in new vessels’ deliveries;

•
the number of shipyards and their ability to deliver vessels;

•
potential disruption, including supply chain disruptions, of shipping routes due to accidents or political events;

•
scrapping and recycling rate of older vessels;

•
vessel casualties;

•
the price of steel and vessel equipment;

•
product imbalances (affecting the level of trading activity) and developments in international trade;

•
the number of vessels that are out of service, namely those that are laid-up, drydocked, awaiting repairs, or otherwise not available for hire;

•
vessels’ average speed;

•
technological advances in vessel design and capacity;

•
availability of financing for new vessels and shipping activity;

•
the imposition of sanctions, tariffs, import and export restrictions, nationalizations, trade barriers or embargos;

•
changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage;

•
changes in environmental and other regulations that may limit the useful life of vessels;

•
port or canal congestion;

•
changes in interest or inflation rates;

•
changes in market conditions, including general domestic and international political conditions or events, including trade wars, acts of hostility or potential, threatened, or ongoing war including, the war between Russia and Ukraine (and related sanctions), the Houthi attacks on merchant vessels in the region of the Red Sea and the Gulf of Aden, the war between the U.S. and Israel and Iran, China and Taiwan disputes, the tensions between the U.S. and China, the tensions between the U.S. and Panama, current instability in Venezuela and potential tensions between the U.S. and Greenland, Denmark, the European Union, or Venezuela; and

•
changes in global and regional economic and political conditions, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic or health crises.

In addition to the prevailing and anticipated charter rates, factors that affect the rates of newbuilding, scrapping and laying-up include, newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing, and degree of changes in industry conditions.

If dry bulk vessel capacity increases but the demand for vessel capacity does not increase or increases at a slower rate, charter rates could materially decline, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

8
Table of Contents
Outbreaks of epidemic and pandemic diseases, and any relevant governmental responses thereto could adversely affect our business, results of operations or financial condition.

Global public health threats, such as the COVID-19 outbreak, influenza, and other highly communicable diseases or viruses, outbreaks, which have from time to time occurred in various parts of the world in which we operate, including China, could adversely impact our operations, as well as the operations of our customers.

For example, the outbreak of COVID-19 caused severe global disruptions with governments in affected countries imposing travel bans, quarantines and other emergency public health measures. Restrictions and future prevention and mitigation measures against outbreaks of epidemic and pandemic diseases, such as travel restrictions and temporarily closing business, are likely to have an adverse impact on global economic conditions, which could materially and adversely affect our future operations. As a result of such measures, our vessels may not be able to call on or disembark from ports located in regions affected by the outbreak. The COVID-19 pandemic also, among other things, caused factory closures and restrictions on travel, as well as labor shortages or lack of berths, delays and uncertainties relating to newbuildings, drydockings and vessel inspections, shortages or a lack of access to required spare parts and other functions of shipyards. Other future disease outbreaks or COVID-19 variants may cause us to experience severe operational disruptions and delays, unavailability of normal port infrastructure and services including limited access to equipment, critical goods and personnel, disruptions to crew changes, quarantine of ships and/or crew, counterparty solidity, closure of ports and custom offices, as well as disruptions in the supply chain and industrial production, which may lead to reduced cargo demand, among other potential consequences attendant to epidemic and pandemic diseases.

The extent to which our business, results of operations, cash flows, financial condition, financings, value of our vessels, and ability to pay dividends may be negatively affected by future pandemics, epidemics, or other outbreaks of infectious diseases is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to, (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) shortages or reductions in the supply of essential goods, services, or labor; and (v) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit. This impact could be material and adverse.

We are currently entirely dependent on index-linked charters, while in the past a smaller part of our fleet was employed on a spot voyage basis. Any decrease in spot freight charter rates or indices in the future may adversely affect our earnings.

As of the date of this report, all our vessels are employed under time charters which have a charter hire calculated at an index-linked rate based on the Baltic Capesize Index, or BCI, and the Baltic Panamax Index, or BPI, respectively. Although none of our vessels are currently operating in the spot market on a voyage basis, we may operate any other vessels we may acquire on a spot voyage basis, or on index-linked or fixed rate time charters.

Although the number of vessels in our fleet that are employed on spot voyages or have index-linked or fixed rate charters will vary from time to time, dictated by a multitude of factors and the chartering opportunities before us, we anticipate that a significant portion of our fleet will be affected by the spot freight market or the relevant index rates. As a result, our financial performance will be significantly affected by conditions in the spot freight market or the relevant index rates and only vessels that operate under fixed-rate time charters would, during the period in which such vessels operate under such time charters, provide a fixed source of revenue to us. If future spot charter rates or indices decline, we may be unable to operate our vessels profitably, and our business, results of operations, cash flows, and financial condition will be significantly affected.

Historically, spot charter rates and dry bulk charter indices have been volatile as a result of the many conditions and factors that can affect the price of, supply of and demand for dry bulk capacity. The successful operation of our vessels in the competitive spot charter market depends upon, among other things, fixing profitable spot voyages and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. The spot market is very volatile, and, in the past, there have been periods when spot rates declined below the operating cost of vessels. If future spot charter rates or the relevant index rates decline, we may be unable to operate our vessels trading in the spot market or our BCI-linked charters or our BPI-linked charters profitably or meet our other obligations, including payments on indebtedness.

9
Table of Contents
Furthermore, as charter rates for spot charters are usually fixed for a single voyage, which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases. Spot charter rates are also not uniform globally and may vary substantially between different geographical regions; therefore, realizing opportunities in the spot market will also depend on the geographical location of our vessels at any given time.

Under a fixed rate time charter, if spot or short-term time charter rates fall significantly below the charter rates that our charterers are obligated to pay us, the charterers may have an incentive to default on, or attempt to renegotiate the charter, which would affect our ability to operate our vessels profitably. Additionally, if our charterers fail to pay their obligations, we would have to attempt to re-charter our vessels at lower charter rates, which would affect our ability to comply with our loan covenants and operate our vessels profitably. If we are not able to comply with our loan covenants and our lenders choose to accelerate our indebtedness and foreclose their liens, we could be required to sell vessels in our fleet and our ability to continue to conduct our business would be impaired. Meanwhile, under a fixed rate time charter, we may be unable to realize the benefits of market upswings and successfully take advantage of comparably favorable opportunities.

If economic conditions throughout the world decline, it will negatively impact our results of operations, financial condition, and cash flows, and could cause the market price of our common shares to decline.

Various macroeconomic factors, including rising inflation, higher interest rates, global supply chain constraints, and the effects of overall economic conditions and uncertainties, such as those resulting from the current and future conditions in the global financial markets, could adversely affect our business, results of operations, financial condition, and ability to pay dividends. Inflation and rising interest rates may negatively impact us by increasing our operating costs and our cost of borrowing. Interest rates, the liquidity of the credit markets, and the volatility of the capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all. Adverse economic conditions also affect demand for goods and oil. Reduced demand for these or other products could result in significant decreases in rates we obtain for chartering our vessels. In addition, the cost for crew members, oils and bunkers, and other supplies may increase. Furthermore, we may experience losses on our holdings of cash and investments due to failures of financial institutions and other parties. Difficult economic conditions may also result in a higher rate of losses on our accounts receivable due to credit defaults. As a result, downturns in the worldwide economy could have a material adverse effect on our business, results of operations, financial condition, and ability to pay dividends.

The world economy continues to face a number of challenges, including the wars between Ukraine and Russia and Israel and Hamas; political, economic, and social instability in Venezuela and the U.S. actions thereto—including vessel seizures and military and political intervention; war between the U.S. and Israel and Iran; tensions in and around the Red Sea and Russia and North Atlantic Treaty Organization (“NATO”) country tensions; China and Taiwan disputes; United States and China trade relations; tensions between the U.S. and Panama; hostilities between the United States and North Korea, Venezuela, Greenland and Denmark; other political unrest and conflict in the Middle East, the South China Sea region and other geographic countries and areas, terrorist or other attacks (including threats thereof) around the world; war (or threatened war) or international hostilities; epidemics or pandemics; and banking crises or failures. See also “—Outbreaks of epidemic and pandemic diseases and any relevant governmental responses thereto could adversely affect our business, results of operations, or financial condition.”
 
In addition, the continuing war in Ukraine, the length and breadth of which remains highly unpredictable, has led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia. Furthermore, it is difficult to predict the intensity and duration of the war between Israel and Hamas or the Houthi rebel attacks on vessels transiting the Red Sea and their impact on shipping and the world economy is uncertain. Under a May 2025 agreement, the Houthi militant group declared that it would stop targeting most commercial ships crossing the Red Sea, although in July 2025 the Houthis pledged to target ships belonging to any company that conducts business with Israeli ports, and in September 2025 used a cruise missile and two drones to target a container ship. On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas, which if sustained, could reduce regional instability in the Eastern Mediterranean. However, whether the ceasefire will be sustained or will result in a lasting de-escalation of tensions in the region is unknown. In addition, increased threats to shipping in the Persian Gulf region were reported following the outbreak of war between the U.S. and Israel and Iran. Such events may have unpredictable consequences and contribute to instability in the global economy or cause a decrease in worldwide demand for certain goods and, thus, shipping.
 
10
Table of Contents
In Europe, concerns regarding the possibility of sovereign debt defaults by European Union (“EU”) member countries, including Greece, although generally alleviated, have in the past disrupted financial markets throughout the world, and may lead to weaker consumer demand in the EU, the U.S. and other parts of the world. The withdrawal of the UK from the EU (“Brexit”) and the U.S. implementation of tariffs and related countermeasures taken by impacted foreign countries further increases the risk of additional trade protectionism. Brexit, or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business, results of operations, cash flows, and financial condition.

In addition, the recent economic slowdown in the Asia Pacific region, particularly in China, may exacerbate the effect of the weak economic trends in the rest of the world. Before the global financial crisis that began in 2008, China had one of the world’s fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand. China’s GDP growth rate recovered from 3.0% in 2022 to 5.2% in 2023, but the economy continued to be weighed down by the ongoing crisis in the property market. For the year ended December 31, 2025, China’s GDP growth rate declined slightly to approximately 4.8%. Looking ahead, China’s economic growth is expected to continue to moderate, with forecasts projecting a GDP growth rate of around 4.5% for 2026. Although the Chinese government has implemented economic stimulus measures, it is possible that China and other countries in the Asia Pacific region will continue to experience volatile, slowed, or even negative economic growth in the near future. Changes in the economic conditions of China, and changes in laws or policies adopted by its government or the implementation of these laws and policies by local authorities, including with regards to tax matters and environmental concerns (such as achieving carbon neutrality), could affect our vessels that are either chartered to Chinese customers or that call to Chinese ports, our vessels that undergo drydocking at Chinese shipyards and Chinese financial institutions that are generally active in ship financing, and could have a material adverse effect on our business, results of operations, cash flows, and financial condition. See also “—Recent actions by the U.S. and China imposing new port fees could have a material adverse effect on our operations and financial results.”

Credit markets in the U.S. and Europe have in the past experienced significant contraction, deleveraging and reduced liquidity, and there is a risk that the U.S. federal government and state governments and European authorities may continue to implement a broad variety of governmental action and/or introduce new financial market regulations. Global financial markets and economic conditions have been, and continue to be, volatile and we face risks associated with the trends in the global economy, such as changes in interest rates, instability in the banking and securities markets around the world, the risk of sovereign defaults, and reduced levels of growth, among other factors. Major market disruptions and the current adverse changes in market conditions and regulatory climate worldwide may adversely affect our business, results of operations or impair our ability to borrow under our current financial arrangements or future financial arrangements we may enter into contemplating borrowing from the public and/or private equity and debt markets. Many lenders increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced (or in some cases ceased to provide) funding to borrowers and other market participants, including equity and debt investors and, in some cases, have been unwilling to provide financing on attractive terms or even at all. While recent developments in the global credit markets have been supportive of borrowing and refinancing, we cannot be certain that financing will be available if needed and to the extent required, on acceptable terms or at all. In the absence of available financing or financing on favorable terms, we may be unable to complete vessel acquisitions, take advantage of business opportunities, or respond to competitive pressures.

11
Table of Contents
Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results.

Governments have and may continue to turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing shipping demand. In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits. Many of these reciprocal tariffs went into effect in August 2025. Some of these tariffs, including the 10% baseline tariff, were imposed under the International Emergency Economic Powers Act (the “IEEPA”). In February 2026, the Supreme Court of the United States struck down the tariffs imposed under the IEEPA. Although the IEEPA tariffs were ruled illegal, tariffs imposed through other measures still remain in effect. Further, President Trump, using the Trade Act of 1974, has implemented a temporary, 150-day, 10% tariff on all imports. The tariff imposed under the Trade Act of 1974 is set to expire on July 24, 2026, and the Trump administration may increase the tariff to 15%. The scope and durability of current and future tariff measures are uncertain. Increased tariffs by the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.
 
Protectionist developments, or the perception that they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Moreover, increasing trade protectionism may cause an increase in (i) the cost of goods exported from regions globally, particularly from the Asia-Pacific region, (ii) the length of time required to transport goods and (iii) the risks associated with exporting goods. Such increases may further reduce the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to employ our vessels. This could have a material adverse effect on our business, operating results, cash flows and financial condition. See also “—Recent actions by the U.S. and China imposing new port fees could have a material adverse effect on our operations and financial results.”
 
Recent actions by the U.S. and China imposing new port fees could have a material adverse effect on our operations and financial results.

In 2025, the United States Trade Representative (the “USTR”) put forward significant trade actions under Section 301 of the Trade Act of 1974 with the aim of addressing China’s dominance in the maritime, logistics, and shipbuilding industries. These actions have the potential to dramatically increase the port fees and therefore the overall operating expenses for ships calling at U.S. ports. Specifically, the USTR has enacted a series of fees that would function as direct increases to port-related costs.

The action generally includes a fee targeting Chinese owners and operators for each instance a vessel owned or operated by a Chinese entity enters a U.S. port. The fee would be calculated at a rate of $50 per net ton of the vessel for each port entrance beginning October 14, 2025 and increasing over time, plateauing at $140 per net ton in 2028.

Another fee focuses on operators with fleets including Chinese-built vessels. Under the action, in the case of a vessel not subject to the fees on Chinese owners and operators described above, fees generally would be imposed each time a Chinese-built vessel enters a U.S. port. The fee relevant to our vessels generally would be calculated at a rate of $18 per net ton of the vessel for each port entrance beginning October 14, 2025 and increasing over time, plateauing at $33 per net ton in 2028. There are several exceptions to this fee, including for vessels with capacity of 55,000 dwt or less, vessels arriving to the U.S. empty or in ballast, and vessels entering a port in the continental United States from a voyage of less than 2,000 nautical miles from a foreign port or point.

The actual implementation of this action remains uncertain. Specifics, such as applicability to sale and leaseback agreements (“SLBs”) with Chinese leasing financiers, have not been clarified. In an SLB, the lessor is the registered owner of the vessel, while the bareboat charterer remains the disponent owner responsible for the operation of the vessel. It is currently unclear whether the vessels would be subject to fees on Chinese owners due to the SLB arrangements.

12
Table of Contents
None of the vessels we operate were constructed in China. However, we have entered into and may further enter in the future into SLB transactions with Chinese financial institutions. Additionally, we may in the future enter into contracts for newbuilding vessels or acquire secondhand vessels constructed in China.

In response to the USTR action, on October 10, 2025, China announced retaliatory port fees, effective October 14, 2025, applicable to vessels calling at Chinese ports which are built or flagged in the U.S. or owned or operated by certain U.S.-linked persons. There is significant uncertainty as to the scope of applicability of these new port fees and how they will be implemented. On November 10, 2025, U.S. and Chinese authorities suspended the application of each respective set of port fees for one year. Substantial uncertainty remains as to how the port fees will be assessed after the end of the suspension period, scheduled for November 10, 2026.

Further retaliatory measures from China or other nations could further compound disruptions and cost increases within the global shipping industry. In addition to direct port fee increases, other retaliatory actions by China or other countries could indirectly impact port-related costs, disrupt global shipping patterns and potentially increase congestion and costs at ports worldwide, including U.S. ports.

Given the potential magnitude of these port-related fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact. However, if the action or similar measures are implemented, port fees for our vessels or vessels we charter and our operating costs for voyages calling at U.S. or Chinese ports could materially increase.

Even though port fees are typically borne by the charterer, if port fees are assessed due to our or the lessor’s ownership or the place of construction of the relevant vessel, it is possible that charterers may demand that we bear these costs or otherwise reduce the applicable charter rate. This, in turn, could significantly reduce our profitability, negatively impact our ability to compete effectively, and materially and adversely affect our operations and financial results.

Political instability, terrorist attacks or other attacks, war, and international hostilities could affect our business, results of operations, cash flows and financial condition.

We conduct most of our operations outside of the United States and our business, results of operations, cash flows, financial condition and available cash may be adversely affected by changing economic, political and governmental conditions in the countries and regions where our vessels or vessels we may acquire are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political uncertainty and armed conflicts, including the wars between Ukraine and Russia, between Israel and Hamas, between Israel and the U.S. and Iran, between Russia and NATO, China and Taiwan disputes, U.S. and China trade relations, hostilities between the U.S. and North Korea, Greenland, Denmark or Venezuela, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (including missile attacks controlled by the Houthis on vessels transiting the Red Sea or Gulf of Aden), and other countries and geographic areas, geopolitical events, such as Brexit, or another withdrawal from the EU, terrorist or other attacks (or threats thereof) around the world and war (or threatened war) or international hostilities. Such events may contribute to further economic instability in the global financial markets and international commerce and could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all.

The war between Russia and Ukraine may lead to further regional and international conflicts or armed action. This war has disrupted supply chains and caused instability in the energy markets and the global economy, with effects on shipping freight rates, which have experienced volatility. The U.S. and the United Kingdom, among other countries, as well as the EU, have implemented unprecedented economic sanctions and other penalties against certain persons, entities, and activities connected to Russia, including removing Russian-based financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system and restricting imports of Russian oil, liquefied natural gas, and coal. These sanctions have caused supply disruptions in the oil and gas markets and could continue to cause significant volatility in energy prices, which could result in increased inflation and may trigger a recession in the U.S. and China, among other regions. While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, results of operations, and cash flows. Moreover, we will be subject to additional insurance premia in case we transit through or call to any port or area designated as listed areas by the Joint War Committee or other organizations. These factors may also result in the weakening of the financial condition of our charterers, suppliers, counterparties, and other agents in the shipping industry. As a result, our business, operating results, cash flows, and financial condition may be negatively affected since our operations are dependent on the success and economic viability of our counterparties.

13
Table of Contents
Further, the ongoing war between Russia and Ukraine could result in the imposition of further economic sanctions by the United States, the United Kingdom, the European Union, or other countries against Russia, trade tariffs, or embargoes with uncertain impacts on the markets in which we operate. In addition, the U.S. and certain other NATO countries have been supplying Ukraine with military aid. U.S. officials have also warned of the increased possibility of Russian cyberattacks, which could disrupt the operations of businesses involved in the drybulk industry, including ours, and could create economic uncertainty particularly if such attacks spread to a broad array of countries and networks. While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, results of operations, and cash flows.

On January 3, 2026, the U.S. military captured Venezuelan president Nicolás Maduro in a special military operation and was replaced by Venezuela’s vice president, Delcy Rodríguez. Additionally, beginning in December 2025, the U.S. has carried out an on-going campaign of seizing and taking control of Venezuelan-linked oil tankers. It remains uncertain what the geopolitical and economic impacts of U.S. measures to control the production, refining, and global distribution of Venezuela’s oil products will be. Further, the future extent of the U.S. involvement in Venezuela’s government and oil industry is unclear. These circumstances have led to increased uncertainties, the effects of which on our operations and financial conditions are difficult if not impossible to predict.

On February 28, 2026, the United States and Israel launched strikes against Iran, killing Iran’s supreme leader Ayatollah Khamenei. In retaliation, Iranian missiles and drones targeted Israel and a number of countries that host U.S. and U.K. military bases—including Bahrain, the United Arab Emirates, Kuwait, Qatar and Saudi Arabia—and Hezbollah fired projectiles at Israel. While there is significant uncertainty about the duration of the war in Iran, the White House has stated that it may be a protracted engagement. These events have destabilized the region and may lead to significant disruptions across all sectors of the shipping industry. Further, shipping through the Strait of Hormuz and at the Persian Gulf may experience prolonged disruption. Iran’s Islamic Revolutionary Guard Corps has warned vessels to avoid such passage. Increased electronic interference may affect navigational and tracking systems, which would heighten the risk of vessel collisions. Although it is impossible to predict exactly how this conflict will affect the dry bulk industry, a prolonged war may have significant impacts on global economic activity and consequently on the sector.

Past terrorist attacks and the ongoing threat of future incidents worldwide continue to instigate uncertainty in the global financial markets, potentially affecting our business, operating outcomes and financial condition. Acts of terror perpetrated by Houthi rebels in the Red Sea region further heighten concerns about the impact on maritime transportation along key routes, such as the Red Sea route, affecting our shipping operations. The missile attacks by the Houthi regime in the Red Sea area have led to the diversion of a large part of the world fleet away from the Red Sea, increasing the ton-mile demand for most shipping sectors, including dry bulk, and resulting in higher freight rates. Rerouting away from the most convenient route for connecting East trade to the West and vice versa may, however, lead to increased operational costs and higher revenues. In case our vessels trade or transit via the Red Sea, we may incur increased insurance costs. While much uncertainty remains regarding the global impact of the wars in the Middle East, it is possible that such tensions could result in the eruption of further hostilities in other regions, including in and around the Red Sea, and could adversely affect our business, financial condition, results of operations and cash flows.

Ongoing conflicts and recent developments in regions such as Ukraine, Russia, North Korea, Myanmar, and the Middle East (including Iran, Iraq, Israel, Palestine, Syria, the Persian Gulf, Yemen), coupled with the presence of the United States or other armed forces in the Middle East, may lead to additional acts of terrorism and armed conflict globally. These events may contribute to heightened economic instability in the worldwide financial markets. Significant tariffs or other restrictions being imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries, may be adversely affect our business, results of operations, cash flows, and financial condition. See “— Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results.”

In the past, other political conflicts have also resulted in attacks on vessels, mining of waterways, and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. The ongoing war in Ukraine has previously resulted in missile attacks on commercial vessels in the Black Sea. Outbreaks of conflict in and around the Red Sea have also resulted in missile attacks on vessels. Acts of terrorism and piracy have also affected vessels trading in regions such as the Gulf of Guinea, the Red Sea, the Gulf of Aden off the coast of Somalia, and the Indian Ocean. Any of these occurrences could have a material adverse impact on our future performance, results of operations, cash flows, financial position, and our ability to pay cash distributions to our shareholders.

14
Table of Contents
Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and expenses.

The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:


 •
crew strikes and/or boycotts;

•
acts of God;

•
damage to or destruction of vessels due to marine disaster;

•
terrorism, piracy or other detentions;

•
environmental accidents;

•
cargo and property losses or damage; and

•
business interruptions caused by mechanical failure, grounding, fire, explosions and collisions, human error, war, political action in various countries, labor strikes, epidemics or pandemics, adverse weather conditions and other circumstances or events.

Any of these circumstances or events could increase our costs or lower our revenues. Such circumstances could result in death or injury to persons, loss of property or environmental damage, delays in the delivery of cargo, loss of revenues from or termination of charter contracts, governmental fines, penalties, or restrictions on conducting business, litigation with our employees, customers, or third parties, higher insurance rates, and damage to our reputation and customer relationships, generally, market disruptions, delays, and rerouting and could also subject us to litigation. Epidemics and other public health incidents may also lead to crew member illness, which can disrupt the operations of our vessels, or result in the imposition of public health measures, which may prevent our vessels from calling on ports or discharging cargo in the affected areas or in other locations after having visited the affected areas. Although we maintain hull and machinery and war risks insurance, as well as protection and indemnity insurance, which may cover certain risks of loss resulting from such occurrences, our insurance coverage may be subject to deductibles and caps or may not cover such losses, and any of these circumstances or events could increase our costs or lower our revenues. Furthermore, the involvement of our vessels and other vessels we may acquire in an environmental disaster may harm our reputation as a safe and reliable vessel owner and operator. Any of these circumstances or events could have a material adverse effect on our business, results of operations, and financial condition, as well as our cash flows.

If our vessels suffer damage, they may need to be repaired at a drydocking facility. The time and costs of repairs are unpredictable and may be substantial. We may have to pay repair costs that our insurance does not cover in full. The loss of earnings while our vessels are being repaired and repositioned, as well as the actual cost of these repairs and repositioning, would decrease our earnings. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility and be forced to travel to a drydocking facility that is not conveniently located to our vessels’ positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities, or both, would decrease our earnings.

Increases in fuel prices may adversely affect our profits.

The cost of fuel is a significant factor in negotiating voyage freight rates, although we generally do not directly bear the cost of fuel for vessels operating on time charters. As a result, an increase in the price of fuel may adversely affect our profitability if freight rates fail to rise to the extent required to cover a rise in the cost of fuel. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by members of the Organization of the Petroleum Exporting Countries, and other oil and gas producers, the imposition of new regulations adopted by the International Maritime Organization, or IMO, war and unrest in oil producing countries and regions, regional production patterns, and environmental concerns and regulations. While fuel prices remained generally lower in the last couple of years, they increased significantly during the first quarter of 2026, primarily as a result of heightened geopolitical tensions and armed conflicts in the Middle East, which disrupted energy markets and increased volatility. Fuel has and may become much more expensive in the future, including as a result of the ongoing war in Ukraine and the sanctions against Russia, the imposition of tariffs and trade restrictions, geopolitical tensions in the Middle East, the imposition of sulfur oxide emissions limits in January 2020, and reductions of carbon emissions from January 2023 under new regulations adopted by the IMO, which may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.

15
Table of Contents
Upon redelivery of any vessels at the end of a period time charter or a voyage charter, we may be obligated to repurchase bunkers on board at prevailing market prices, or purchase bunkers to refuel the vessel in case of a voyage charter, which could be materially higher than fuel prices at the inception of the charter period. However, given the current time charter agreements of our vessels and our chartering strategy, this cost is projected to be immaterial in the short to medium term. If in the future we decide to operate vessels on a voyage basis, then fuel would be the largest expense that we would incur with respect to vessels operating on voyage charter. Voyage charter contracts generally provide that the vessel owner bears the cost of fuel in the form of bunkers, which is a material operating expense, while under time charter agreements fuel expenses are borne by the charterers. We currently cannot guarantee that we will continue to employ our vessels on a time charter basis, or that we will hedge our fuel costs on any prospective future voyage charters. As a result, an increase in the price of fuel may negatively affect our profitability and cash flows in the future.

Our revenues are subject to seasonal fluctuations, which could affect our results of operations and ability to service our debt or pay dividends.

We operate in markets that have historically exhibited seasonal variations in demand and, as a result, in charter hire rates. This seasonality may result in quarter-to-quarter volatility in our results of operations. The dry bulk shipping market is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel schedules and supplies of certain commodities. This seasonality should not affect our operating results if our vessels are employed on fixed rate period time charters, but because most of our vessels are employed (the vessels we may acquire may be employed) on index-linked charters (or occasionally in the spot voyage market), seasonality may increase the volatility of, and materially affect, our operating results and cash flows, as well as our ability to pay dividends, if any, in the future.

Climate change and greenhouse gas restrictions may be imposed.

Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, the adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. For instance, the IMO imposed a global 0.5% sulfur cap on marine fuels, down from the previous cap of 3.5%, which came into force on January 1, 2020. In April 2025, MEPC 83 approved in principle draft amendments to MARPOL Annex VI under the IMO net-zero framework, including a global fuel standard for ships and an emissions-pricing mechanism. However, the formal adoption of those amendments as legally binding measures was deferred after the IMO agreed in October 2025 to adjourn the relevant extraordinary session until October 2026. These regulations and any additional regulations addressing similar goals could cause us to incur additional substantial expenses and could have a material adverse effect on our business, operating results, cash flows and financial condition and our ability to pay dividends. See “Item 4. Information on the Company—B. Business Overview—Environmental and Other Regulations” for a discussion of these and other environmental regulations applicable to our operations.

In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (this task was delegated under the Kyoto Protocol to the IMO for action), which required adopting countries to implement national programs to reduce emissions of certain gases, a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

16
Table of Contents
Furthermore, on January 1, 2024, the EU Emissions Trading Scheme, or the ETS, for ships sailing into and out of EU ports came into effect, and the FuelEU Maritime Regulation came into effect on January 1, 2025. The ETS applies gradually over the period from 2024 to 2026. 40% of allowances would have to be surrendered in 2025 for the year 2024; 70% of allowances would have to be surrendered in 2026 for the year 2025; and 100% of allowances would have to be surrendered in 2027 for the year 2026. Compliance is on a company wide (rather than per ship) basis and the responsible “shipping company” is the entity identified under the applicable EU MRV / ETS framework, typically the shipowner or, where different, the ISM company having assumed responsibility for the operation of the ship. Where the entity responsible for EU-ETS compliance is not the registered owner, the applicable documentation, including mandate arrangements where required, must be provided in accordance with the EU regulatory framework. The EU ETS applies to 100% of emissions from intra-EU maritime voyages, 100% of emissions generated by ships at berth in EU ports and 50% of emissions from voyages into or out of the EU where the other port is outside the EU. Furthermore, the EU ETS Directive 2023/959 makes clear that all maritime allowances would be auctioned and there will be no free allocation. 78.4 million emissions allowances were allocated specifically to the maritime sector. Where there is a lack of allowances, these need to be purchased on the market, which can be costly. To prepare for and manage the administrative aspects of EU ETS compliance, we have made significant investments in new systems, including personnel, data management, cost recovery mechanisms, revised service agreement terms, and transparent emissions reporting procedures. The cost of future compliance and of our future EU emissions and costs to purchase an allowance for emissions (if we must purchase in order to comply) are unknown and difficult to predict, and are based on a number of factors, including the size of our fleet, our trips within and to and from the EU, and the prevailing cost of allowances.

Additionally, on September 13, 2023, the European Council of the European Union adopted the Fuel EU Maritime Regulation 2023/1805 (“FuelEU”) under the FuelEU Initiative of its “Fit-for-55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels. Among other things, FuelEU requires that greenhouse gas intensity of fuel used by covered vessels is reduced by 2% starting January 1, 2025, with additional reductions contemplated every five years (up to 80% by 2050). Shipping companies may enter into pooling mechanisms with other shipping companies in order to achieve compliance, bank compliance surpluses and borrow limited  compliance balances from future years, subject to the applicable rules of the regulation. A FuelEU Document of Compliance is required to be kept on board a vessel to show compliance by June 30, 2026. Both the ETS and FuelEU schemes have significant impacts on the management of the vessels calling to EU ports, by increasing the complexity and monitoring of, and costs associated with the operation of vessels and affecting the relationships with our time charterers.
 
Adverse consequences of climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for coal in the future, one of the primary cargoes carried by our vessels. In addition, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels, and scarcity of water resources, may negatively impact our operations. Any long-term economic consequences of climate change could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.

Technological developments which affect global trade flows and supply chains are challenging some of our largest customers and may therefore affect our business and results of operations.

By reducing the cost of labor through automation and digitization, including by means of new technologies in artificial intelligence and machine learning, among others, and empowering consumers to demand goods whenever and wherever they choose, technology is changing the business models and production of goods in many industries, including those of some of our largest customers. Consequently, supply chains are being pulled closer to the end-customer and are required to be more responsive to changing demand patterns. As a result, fewer intermediate and raw inputs are traded, which could lead to a decrease in shipping activity. If automation and digitization become more commercially viable and/or production becomes more regional or local, total containerized trade volumes would decrease, which would adversely affect demand for our services. Supply chain disruptions caused by geopolitical and economic events, pandemics, rising tariff barriers and environmental concerns also accelerate these trends.

17
Table of Contents
Our operations may be adversely impacted by severe weather, including as a result of climate change.

Tropical storms, hurricanes, typhoons, and other severe marine weather events could result in the suspension of operations at the planned ports of call for our vessels and require significant deviations from planned routes. In addition, climate change could result in an increase in the frequency and severity of these extreme weather events. The closure of ports, rerouting of vessels, damage of production facilities, as well as other delays caused by increasing frequency of severe weather, could stop operations or shipments for indeterminate periods and have a material adverse effect on our business, results of operations and financial condition.

Tax law changes may result in significant additional taxes to us.

Tax law changes may result in significant additional taxes to us. For example, the Organization for Economic Cooperation and Development (the “OECD”) published a “Programme of Work,” which was divided into two pillars. Pillar One focused on the allocation of group profits among taxing jurisdictions based on a market-based concept rather than the historical “permanent establishment” concept. Pillar Two consists of two interrelated rules referred to as Global Anti-Base Erosion Rules, which operate to impose a minimum tax rate of 15% calculated on a jurisdictional basis. The reforms aim to level the playing field between countries by discouraging them from reducing their corporate income taxes to attract foreign business investment. In 2024, these guidelines were declared effective and must now be or have been enacted by those OECD member countries. In certain jurisdictions, qualifying international shipping income is generally excluded from many aspects of this framework, provided that the applicable exemption requirements are satisfied, although the interpretation and application of these rules remain subject to evolving administrative guidance and regulatory developments. Presently, it is difficult to assess if and to what extent such changes will impact our tax burden. Further developments and unexpected implementation mechanics could adversely affect our effective tax rate or result in higher cash tax liabilities. Any requirement or legislation that requires us to pay more tax could have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends.

Increased regulation and scrutiny of environmental, social and governance matters may impact our business and reputation.

In addition to the importance of their financial performance, companies are increasingly being judged by their performance on a variety of environmental, social and governance matters, or ESG, which are considered to contribute to the long-term sustainability of a company’s performance.

A variety of organizations measure the performance of companies on such ESG topics and the results of these assessments are widely publicized. In addition, investment in funds that specialize in companies that perform well in such assessments are increasingly popular and major institutional investors have publicly emphasized the importance of such ESG measures to their investment decisions. Topics taken into account in such assessments include, among others, the company’s efforts and impact on climate change and human rights, ethics, and compliance with laws, and the role of our board of directors in supervising various sustainability issues.

We actively manage a broad range of such ESG matters, taking into consideration their expected impact on the sustainability of our business over time, and the potential impact of our business on society and the environment. As far as the environmental aspect is concerned, since 2018 we have commenced implementing technical and operational measures aiming to improve the energy efficiency of our vessels and in extension reduce the CO2 emissions of the fleet. During 2023 the attained Energy Efficiency Existing Ship Index (EEXI) for all our vessels have been calculated in accordance with regulation 23 of MARPOL Annex VI and the 2021 Guidelines on the method of calculation of the attained EEXI then in effect (resolution MEPC.333(76)) (EEXI Calculation Guidelines). All EEXI technical files containing the necessary information have been prepared in cooperation with the vessels’ recognized organizations, for which the on-board survey application is in progress. In addition, we have completed various biofuel trials in cooperation with leading charterers and operators. Moreover, we have installed ballast water treatment systems, Energy Saving Devices, including artificial intelligence assisted remote performance monitoring systems, applied Existing Vessel Design Index, or EVDI, upgrades, very low friction silicon hull paints and hydrodynamic performance improving technologies, which constitute examples of the environmental practices we have adopted and aim to continue adopting on most of our vessels. We participate in various environmental initiatives in our industry and technical committees promoting various ESG matters. We have also secured and entered into two sustainability-linked financings for five of our vessels. However, in light of investors’ increased focus on ESG matters, there can be no certainty that we will manage such issues successfully, or that we will successfully meet the industry’s or society’s expectations as to our proper role. Any failure or perceived failure by us in this regard could have a material adverse effect on our reputation and on our business, share price, financial condition, or results of operations, including the sustainability of our business over time.

18
Table of Contents
On March 6, 2024, the SEC adopted final rules to enhance and standardize climate-related disclosures by public companies and in public offerings. The final rules would have imposed requirements on companies, including foreign private issuers, to disclose climate-related risks and certain emissions.  These rules were challenged in federal courts before they became effective and ultimately the SEC withdrew them in June 2025.  If the SEC were to again adopt climate disclosure rules, or reimpose the rules it previously adopted in 2024, the costs of compliance could be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Moreover, from time to time, we may incur additional costs, establish and publicly announce goals and commitments in respect of certain ESG items. While we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. If we fail to achieve or improperly report on our progress toward achieving our environmental goals and commitments, the resulting scrutiny from market participants or regulators could adversely affect our reputation and/or our access to capital.

Our vessels may call on ports located in or may operate in countries that are subject to restrictions or sanctions imposed by the United States, the European Union or other governments that could result in fines or other penalties imposed on us and may adversely affect our reputation and the market price of our common shares.

During the year ended December 31, 2025, none of our vessels called on ports located in countries subject at that time to comprehensive sanctions and embargoes imposed by the U.S. government or countries identified by the U.S. government or other authorities as state sponsors of terrorism; however, our vessels may call on ports in these countries from time to time in the future on our charterers’ instructions, subject to any applicable insurance arrangements and prior approvals, if required. The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time.

We believe that we are currently in compliance with all applicable sanctions and embargo laws and regulations. In order to maintain compliance, we monitor and review the movement of our vessels on a daily basis.

We endeavor to provide that all or most of our future charter agreements include provisions and trade exclusion clauses prohibiting the vessels from calling on ports where there is an existing U.S. embargo. Furthermore, as of the date hereof, neither the Company nor its subsidiaries have entered into or have any plans to enter into, directly or indirectly, any contracts, agreements or other arrangements with the governments of Iran, North Korea, Cuba or any entities controlled by the governments of these countries.

Due to the nature of our business and the evolving nature of the foregoing sanctions and embargo laws and regulations, there can be no assurance that we will be in compliance at all times in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or refrain from investing, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our common shares may adversely affect the price at which our common shares trade. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third parties that are unrelated to those countries or entities controlled by their governments.

19
Table of Contents
Sulfur regulations to reduce air pollution from ships have required retrofitting of vessels and may cause us to incur significant costs.

Since January 1, 2020, IMO regulations have required vessels to comply with a global cap on the sulfur in fuel oil used on board of 0.5%, down from the previous cap of 3.5%. The interpretation of “fuel oil used on board” includes use in main engine, auxiliary engines and boilers. Compliance with this regulation is achieved by (i) using 0.5% sulfur fuels on board, which are available at a higher cost; (ii) installing “scrubbers” for cleaning of the exhaust gas; or (iii) retrofitting vessels to be powered by liquefied natural gas (LNG), which may not yet be an economically viable option due to the lack of supply network and high costs involved in this process. Our vessels comply by burning low sulfur fuel (0.5% or 0.1%). We have further developed ship specific implementation plans for safeguarding the smooth transition with the usage of compliant fuels for vessels we may acquire that will not be equipped with scrubbers. However, due to the fact that the Mediterranean Sea became a 0.1% sulfur emission control area on May 1, 2025, we may consider installing scrubbers in some of our vessels, if such investment is deemed beneficial. Costs of ongoing compliance may have a material adverse effect on our future performance, results of operations, cash flows and financial position. See “Item 4. “Information on the Company—B. Business Overview—Environmental and Other Regulations—International Maritime Organization.”

We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our cash flows and net income.

Our business and the operation of our vessels are materially affected by government regulation in the form of international conventions, national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration, including those governing oil spills, discharges to air and water, ballast water management, and the handling and disposal of hazardous substances and wastes. These requirements include, but are not limited to, EU regulations, the U.S. Oil Pollution Act of 1990, or OPA, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, the U.S. Clean Air Act, including its amendments of 1977 and 1990, or the CAA, the U.S. Clean Water Act, or the CWA, the U.S. Maritime Transportation Security Act of 2002, or the MTSA, and regulations of the IMO. These include, but are not limited to, the International Convention on Civil Liability for Oil Pollution Damage of 1969, as from time to time amended and generally referred to as CLC, the IMO International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended and generally referred to as MARPOL, including the designation of emission control areas, or ECAs, thereunder, the IMO International Convention for the Safety of Life at Sea of 1974, as from time to time amended and generally referred to as SOLAS, the IMO International Convention on Load Lines of 1966, as from time to time amended and generally referred to as the LL Convention, the International Convention on Civil Liability for Bunker Oil Pollution Damage, generally referred to as the Bunker Convention, the IMO’s International Management Code for the Safe Operation of Ships and for Pollution Prevention, generally referred to as the ISM Code, the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, generally referred to as the BWM Convention, and the International Ship and Port Facility Security Code, or ISPS.

We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to the 0.5% sulfur cap on marine fuels, air emissions including greenhouse gases, the management of ballast water, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. Because such conventions, laws and regulations are often revised, we cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale price or useful life of vessels we may acquire in the future. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations.

20
Table of Contents
Regulations relating to ballast water discharge may adversely affect our revenues and profitability.

The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel’s ballast water. Depending on the date of the IOPP renewal survey, existing vessels constructed before September 8, 2017 must comply with the updated D-2 standard. For all vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Ships constructed on or after September 8, 2017 must comply with the D-2 standards. Vessels are required to meet the discharge standard D-2 by installing an approved Ballast Water Management System (or BWMS). Pursuant to the BWM Convention amendments, BWMSs installed on or after October 28, 2020 shall be approved in accordance with BWMS Code, while BWMSs installed before October 28, 2020 must be approved taking into account guidelines developed by the IMO or the BWMS Code. Ships sailing in U.S. waters are required to employ a type-approved BWMS which is compliant with United States Coast Guard (“USCG”) regulations. Amendments to the BWM Convention entered into force in June 2022 concerning commissioning testing of BWMS and the form of the International Ballast Water Management Certificate. Additional amendments to the BWM Convention, concerning the form of the Ballast Water Record Book, entered into force on February 1, 2025. All of our vessels are equipped with Ballast Water Treatment Systems ensuring compliance with the updated guidelines. Nevertheless, we might incur compliance costs for any vessels we might acquire in the future, which might have a substantial effect on our profitability. Additionally, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements.

Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit, or VGP, program and U.S. National Invasive Species Act, or NISA, are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018, requires that the USCG develop implementation, compliance, and enforcement regulations regarding ballast water. It intends to replace the VGP scheme and streamline the patchwork of federal, state, and local requirements for the commercial vessel community. Pursuant to the VIDA, the EPA was required to develop new national discharge standards for vessels within two years, and the USCG was required to develop regulations and best management practices to implement and enforce those standards within two years of EPA-issued standards. VIDA also specifies that the provisions of the 2013 VGP will continue to apply until EPA and the USCG publish their final regulations, regardless of how long that takes, and that the permit cannot be modified during that time.

On September 20, 2024, the EPA finalized national standards of performance for non-recreational vessels 79-feet in length and longer with respect to incidental discharges and on October 9, 2024, the Vessel Incidental Discharge National Standards of Performance were published. If the USCG spends the full two years to finalize the corresponding enforcement standards, the current 2013 VGP scheme will remain in force until late 2026. Several U.S. states have added specific requirements to the Vessel General Permit including submission of a Notice of Intent, or NOI, or retention of a Permit Authorization and Record of Inspection (PARI) form and submission of annual reports. This rule changes may have financial impact on our vessels and may result in vessels being banned from calling in the U.S. in case compliance issues arise.

Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and disrupt our business.

International shipping is subject to security and customs inspection and related procedures in countries of origin, destination and trans-shipment points. Since the events of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security, such as the MTSA, which are the U.S. Coast Guard’s issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities. In addition, pursuant to the SOLAS Convention, dry bulk vessels and the ports in which we plan to operate are subject to the ISPS Code. These security procedures can result in seizure of vessel cargo, delays in the loading, discharging or trans-shipment and the levying of customs duties, fines or other penalties against exporters or importers and, in some cases, vessels. Future changes to the existing security procedures may be implemented that could affect the dry bulk sector. These changes have the potential to impose additional financial and legal obligations on vessels and, in certain cases, to render the shipment of certain types of goods uneconomical or impractical. These additional costs could reduce the volume of goods shipped, resulting in a decreased demand for vessels and have a negative impact on our business, revenues and customer relations.

21
Table of Contents
Acts of piracy on ocean-going vessels could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the Red Sea, the Gulf of Aden off the coast of Somalia, the Indian Ocean, and the Gulf of Guinea region off the coast of Nigeria, which has experienced increased incidents of piracy in recent years. Sea piracy incidents continue to occur, particularly in the South China Sea, the Indian Ocean, the Gulf of Guinea, and the Strait of Malacca, with dry bulk vessels particularly vulnerable to such attacks. Acts of piracy could result in harm or danger to the crews that man our vessels. Additionally, if piracy attacks result in regions in which our vessels are deployed being characterized as “war risk” zones by insurers or if our vessels are deployed in Joint War Committee “war and strikes” listed areas, premiums payable for insurance coverage could increase significantly and such insurance coverage may be more difficult to obtain, if available at all. In addition, crew and security equipment costs, including costs that may be incurred to employ onboard security armed guards, could increase in such circumstances. Furthermore, while we believe the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charter hire until the vessel is released. A charterer may also claim that a vessel seized by pirates was not “on-hire” for a certain number of days and is therefore entitled to cancel the charterparty, a claim that we would dispute. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, any detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability, of insurance for our vessels could have a material adverse impact on our business, financial condition and results of operations.

The operation of dry bulk vessels has specific operational risks.

The operation of dry bulk vessels has certain unique risks. With a dry bulk vessel, the cargo itself and its interaction with the vessel can be an operational risk. By their nature, dry bulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, dry bulk vessels are often subjected to battering treatment during discharging operations with grabs, jackhammers (to pry encrusted cargoes out of the hold), and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during discharging procedures may affect a vessel’s seaworthiness while at sea. Hull fractures in dry bulk vessels may lead to the flooding of the vessels’ holds. If a dry bulk vessel suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of a vessel.

If we are unable to adequately maintain our vessels, we may be unable to prevent these events. Any of these circumstances or events could negatively impact our business, financial condition, and results of operations. In addition, the loss of a vessel could harm our reputation as a safe and reliable vessel owner and operator.

If any of our vessels fails to maintain its class certification or fails any annual survey, intermediate survey, or special survey, or if any scheduled class survey takes longer or is more expensive than anticipated, this could have a material adverse impact on our financial condition and results of operations.

The hull and machinery of every commercial vessel must be certified by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS.

A vessel must undergo annual, intermediate and special surveys. The vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. At the beginning, during, and at the end of this cycle, every vessel is required to undergo inspection of her underwater parts that usually includes dry-docking. These surveys and dry-dockings can be costly and can result in delays in returning a vessel to operation.

If any vessel does not maintain its class, the vessel will not be allowed to carry cargo between ports and cannot be employed or insured. Any such inability to carry cargo or be employed, or any related violation of the covenants under our loans or other financing agreements, could have a material adverse impact on our financial condition and results of operations.

22
Table of Contents
As we employ seafarers covered by industry-wide collective bargaining agreements, a failure of industry groups to renew such agreements may disrupt our operations and adversely affect our earnings.

We employ a large number of seafarers. All the seafarers employed on our vessels are covered by industry-wide collective bargaining agreements that set minimum standards in wages and labor conditions. We cannot assure you that these agreements will be renewed as necessary or will prevent labor interruptions. Any labor interruptions could disrupt our operations and harm our financial performance.

Maritime claimants could arrest or attach one or more of our vessels, which could interrupt our cash flows.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims, or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of funds to have the arrest lifted, which would have a material adverse effect on our financial condition and results of operations.

In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one of our vessels for claims relating to another of our vessels.

Governments could requisition our vessels during a period of war or emergency, which could negatively impact our business, financial condition, results of operations, and available cash.

A government could requisition for title or hire one or more of our vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government could requisition a vessel for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Although we would be entitled to compensation in the event of a requisition, the amount and timing of payment of such compensation is uncertain. Government requisition of one or more of our vessels could have a material adverse effect on our financial condition and results of operations.

Risks Relating to Our Company

The market values of our vessels may decrease, which could limit the amount of funds that we can borrow or trigger breaches of certain financial covenants under our current or future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.

The fair market values of our vessels are related to prevailing freight charter rates. While the fair market value of vessels and the freight charter market have a very close relationship as the charter market moves from trough to peak, the time lag between the effect of charter rates on market values of ships can vary. A decrease in the market value of our vessels could require us to raise additional capital in order to remain compliant with our loan covenants or the covenants in the other financing agreements and could result in the loss of our vessels (including through foreclosure by our lenders and lessors) and adversely affect our earnings and financial condition.

The market value of dry bulk vessels has historically exhibited great volatility. For example, from 2010 until today, the standard 182,000 dwt Capesize yard resale prices have fluctuated from $35.0 million in March 2016 to $80.5 million in March 2026. Very similar trends have also been witnessed in the Kamsarmax and Panamax sectors.

23
Table of Contents
The fair market value of our vessels is dependent on other factors as well, including:


 •
prevailing levels of charter rates;

•
general economic and market conditions affecting the shipping industry, including changes in global dry cargo commodity supply;

•
competition from other shipping companies;

•
types, sizes, and age of vessels;

•
sophistication and condition of the vessels;

•
advances in vessel efficiency, such as the introduction of autonomous vessels;

•
where the vessel was built, as-built specifications, and subsequent modifications and improvements;

•
lifetime maintenance record;

•
supply and demand for vessels;

•
number of newbuilding deliveries;

•
number of vessels scrapped or otherwise removed from the world fleet;

•
the scrap value of vessels;

•
cost of secondhand tonnage;

•
cost of newbuilding vessels;

•
cost of secondhand vessel acquisitions;

•
changes in environmental and other regulations that may limit the useful life of vessels;

•
decreased costs and increases in use of other modes of transportation;

•
whether the vessel is equipped with scrubbers;

•
global economic or pandemic-related crises;

•
governmental and other regulations, including environmental regulations;

•
ability of buyers to access financing and capital;

•
technological advances; and

•
the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.

In addition, as vessels age, they generally decline in value. If the fair market value of our vessels declines, we may not be in compliance with certain covenants in our current or future loan agreements and other financing agreements we may enter into, and our lenders or lessors could accelerate our indebtedness or require us to pay down our indebtedness to a level where we are again in compliance with such covenants, or foreclose their liens. If any of our future loan agreements and other financing agreements are accelerated, we may not be able to refinance our debt or obtain additional funding. We expect that we will enter into more loan agreements and other financing agreements in connection with our vessels or future vessel acquisitions. For mor information regarding our current loan facilities and other financing agreements, please see “Item 5. Operating and Financial Review and Prospects–B. Liquidity and Capital Resources–Loan Arrangements.”

 In addition, if vessel values decline, we may have to record an impairment adjustment in our financial statements, which could adversely affect our financial results. Furthermore, if we sell one or more of our vessels at a time when vessel prices have fallen, the sale price may be less than the vessel’s carrying value on our consolidated financial statements, resulting in a loss on sale or an impairment loss being recognized, leading to a reduction in earnings.

If we fail to manage our planned growth properly, we may not be able to successfully expand our fleet.

As part of our growth strategy, we may acquire additional vessels in the future. Further, we may expand our fleet into other seaborne transportation sectors depending on available opportunities. Our ability to manage our planned growth will primarily depend on our ability to:


 •
generate excess cash flow so that we can invest without jeopardizing our ability to cover current and foreseeable working capital needs, including debt service;

•
finance our operations;

•
identify opportunities to enter other seaborne transportation sectors;

•
locate and acquire suitable vessels;

•
identify and consummate acquisitions or joint ventures;

•
integrate any acquired businesses or vessels, including those operating in sectors in which we do not currently operate, successfully with our existing operations;

•
hire, train, and retain qualified personnel and crew to manage and operate our growing business and fleet; and

•
expand our customer base, including in new sectors.

24
Table of Contents
Growing any business by acquisitions presents numerous risks and challenges, such as obtaining acquisition financing on acceptable terms or at all, handling undisclosed liabilities and obligations, obtaining and/or maintaining additional qualified personnel, managing relationships with customers and suppliers, and integrating newly acquired operations into existing infrastructures. We may not be successful in executing our growth plans and we may incur significant additional expenses and losses in connection therewith.

Newbuilding projects are subject to risks that could cause delays and/or additional and/or unforeseen expenses

We may enter into newbuilding contracts in connection with our vessel acquisition strategy. Newbuilding construction projects are subject to risks of delay inherent in any large construction project from numerous factors, including shortages of equipment, materials, or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, design or engineering changes, work stoppages and other labor disputes, adverse weather conditions, or any other events of force majeure. A shipyard’s failure to deliver a vessel on time may result in the delay of revenue from the vessel.

We may be unable to obtain financing for vessels we may acquire in the future.

We can offer no assurance that we will be able to obtain the necessary financing for the acquisition of any vessels we may acquire in the future, on attractive terms or at all. If financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our purchase price payment obligations and complete the acquisition of such vessels and expand the size of our fleet. If we fail to fulfill our commitments thereunder, due to an inability to obtain financing or otherwise, we may also be liable for damages for breach of contract. Our failure to obtain the funds for these capital expenditures could have a material adverse effect on our business, results of operations, and financial condition, as well as our cash flows.

Vessels we may acquire in the future are not delivered on time or are delivered with significant defects, our earnings and financial condition could suffer.

We may acquire additional vessels in the future. A delay in the delivery of any vessels to us, the failure of the contract counterparty to deliver a vessel at all, or us not taking delivery of a vessel could cause us to breach our obligations under the acquisition contract or under a related time charter and become liable for damages for breach of contract or could otherwise adversely affect our financial condition and results of operations. In cases where the fault lies with the contract counterparty, we would be entitled to compensation, but the amount and timing of payment of such compensation is uncertain. In addition, the delivery of any vessel with substantial defects could have similar consequences and, although we intend to inspect the condition of the vessels pre-acquisition, there is no assurance that we will be able to identify such defects. We have not received in the past, and do not expect to receive in the future, the benefit of warranties on any secondhand vessels we acquire. Any of these circumstances or events could have a material adverse effect on our business, results of operations, cash flows, and financial condition.

Substantial debt levels could limit our flexibility to obtain additional financing and pursue other business opportunities.

As of December 31, 2025, we had $65.9 million in debt outstanding across our loan facilities, sale and leaseback transactions and financial leases. We may also incur further indebtedness in connection with the acquisition of additional vessels, although there can be no assurance that we will be successful in identifying further vessels or securing such debt financing. Significant levels of debt could have important consequences for us, including the following:


 •
our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions, or other purposes may be impaired, or such financing may be unavailable on favorable terms, or at all;


•
we may need to use a substantial portion of our cash from operations to make principal and interest payments on our bank debt and financing liabilities, reducing the funds that would otherwise be available for operations, future business opportunities, and any future dividends to our shareholders;


•
our debt level could make us more vulnerable to competitive pressures or a downturn in our business or the economy generally than our competitors with less debt; and


•
our debt level may limit our flexibility in responding to changing business and economic conditions.

25
Table of Contents
Our ability to service our indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory, and other factors, some of which are beyond our control, as well as the interest rates applicable to our outstanding indebtedness. If the value of our vessels does not sufficiently serve as security for our lenders, or if our operating income is not sufficient to service our indebtedness, we will be forced to take actions, such as reducing or delaying our business activities, acquisitions, investments, or capital expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital. We may not be able to effect any of these remedies on satisfactory terms, or at all. In addition, a lack of liquidity in the debt and equity markets could hinder our ability to refinance our debt or obtain additional financing on favorable terms in the future. For more information regarding our current loan agreements and other financing arrangements, please see “Item 5. Operating and Financial Review and Prospects–B. Liquidity and Capital Resources–Loan Arrangements.”

Our financing arrangements contain, and we expect that other future financing arrangements will contain, restrictive covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations. In addition, because of the presence of cross-default provisions in our loan agreements, a default by us under one loan agreement could lead to defaults under other loan agreements and financing agreements.

Our financing agreements contain, and we expect that other future financing arrangements will contain, customary covenants and event of default clauses, financial covenants, restrictive covenants, and performance requirements, which may affect operational and financial flexibility. Such restrictions could affect and, in many respects, limit or prohibit, among other things, our ability to pay dividends, incur additional indebtedness, create liens, sell assets, or engage in mergers or acquisitions. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. There can be no assurance that such restrictions will not adversely affect our ability to finance our future operations or capital needs.

As a result of these restrictions, we may need to seek permission from our lenders and other financing counterparties in order to engage in some corporate actions. Our lenders’ and other financing counterparties’ interests may be different from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interests, which may adversely impact our revenues, results of operations, and financial condition.

A failure by us to meet our payment and other obligations, including our financial covenants and any security coverage requirements, could lead to defaults under our financing arrangements. Likewise, a decrease in vessel values or adverse market conditions could cause us to breach our financial covenants or security requirements (the market values of dry bulk vessels have generally experienced high volatility). In the event of a default that we cannot remedy, our lenders and other financing counterparties could then accelerate their indebtedness and foreclose on the respective vessels comprising our fleet. The loss of any of our vessels could have a material adverse effect on our business, results of operations, and financial condition.

Our financing arrangements contain, and any financing arrangements we may enter into in the future are expected to contain, cross-default provisions, pursuant to which a default by us under a loan and the refusal of any one lender or financing counterparty to grant or extend a waiver could result in the acceleration of our indebtedness under any other loans and financing agreements we have entered into.

There can be no assurance that we will obtain waivers, deferrals, and amendments of certain financial covenants, payment obligations and events of default under our loan facilities with our lenders in the future, if needed.

For more information regarding our current loan facilities and other financing arrangements, please see “Item 5. Operating and Financial Review and Prospects–B. Liquidity and Capital Resources–Loan Arrangements.”

26
Table of Contents
Volatility of SOFR and potential changes of the use of SOFR as a benchmark could affect our profitability, earnings, and cash flow.

An increase in the Secured Overnight Financing Rate (“SOFR”) would affect the amount of interest payable under our existing loan agreements, which, in turn, could have an adverse effect on our profitability, earnings, cash flow, and ability to pay dividends. If SOFR performs differently than expected or if our lenders insist on a different reference rate to replace SOFR, that could increase our borrowing costs (and administrative costs to reflect the transaction), which would have an adverse effect on our profitability, earnings, and cash flows. Alternative reference rates may behave in a similar manner or have other disadvantages or advantages in relation to our future indebtedness and the transition to other alternative reference rates in the future could have a material adverse effect on us.

In order to manage any future exposure to interest rate fluctuations, we may from time-to-time use interest rate derivatives to effectively fix any floating rate debt obligations. No assurance can, however, be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position, and have the potential to cause us to breach covenants in our loan agreements that require maintenance of certain financial positions and ratios. Interest rate derivatives may also be impacted by the transition to SOFR or to other alternative rates.

We depend on officers and directors who are associated with Seanergy, which may create conflicts of interest.

Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our shareholders. However, Stamatios Tsantanis, who serves as our Chairman and Chief Executive Officer, is also the Chairman and Chief Executive Officer of Seanergy. In addition, Stavros Gyftakis, who serves as our Chief Financial Officer and as a director, is the Chief Financial Officer of Seanergy, and Christina Anagnostara and Ioannis Kartsonas, who serve as independent directors, also serve as directors of Seanergy. These officers and directors have fiduciary duties and responsibilities to manage the business of Seanergy in a manner beneficial to it and its shareholders and may have conflicts of interest in matters involving or affecting us and our customers or shareholders, or when faced with decisions that could have different implications for Seanergy than they do for us. The resolution of these potential conflicts may not always be in our best interest or that of our shareholders and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Vessel aging and purchasing and operating secondhand vessels, which currently compose our entire fleet, may result in increased operating costs and vessel off-hire, which could adversely affect our financial condition and results of operations.

The current vessels in our fleet are all secondhand vessels. Our inspection of these vessels or other secondhand vessels we may acquire prior to purchase does not provide us with the same knowledge about their condition and the cost of any required or anticipated repairs that we would have had if these vessels had been built for and operated exclusively by us. We have not received in the past, and do not expect to receive in the future, the benefit of warranties on any secondhand vessels we acquire.

As our current vessels or other secondhand vessels we may acquire age, they may become less fuel efficient and costlier to maintain and will not be as advanced as recently constructed vessels due to improvements in design, technology, and engineering, including improvements required to comply with government regulations. Rates for cargo insurance, paid by charterers, also increase with the age of a vessel, making older vessels less desirable to charterers, which could result in lower utilization and, therefore, lower revenues.

In addition, charterers actively discriminate against hiring older vessels. Rightship, the dry bulk ship vetting service founded by Rio Tinto and BHP-Billiton, has become a major vetting service in the dry bulk shipping industry, which ranks the suitability of vessels based on a scale of one to five stars. There are carriers that may not charter a vessel that Rightship has vetted with fewer than three stars. Therefore, a potentially deteriorated star rating for our vessels may affect their commercial operation and profitability and vessels in our fleet with lower ratings may experience challenges in securing charters. Rightship has lowered its vessel inspection age trigger for a dry cargo inspection, after which an annual acceptable Rightship inspection will be required, for vessels over 8,000 dwt from 14 to 10 years with a phased rollout through 1 January 2027. Rightship may downgrade any vessel that does have an acceptable Rightship inspection as per the rollout schedule, to Safety Score 2, which significantly decreases its chances of entering into a charter. Two, three and one dry bulk vessels in our fleet have five, four and three-star risk ratings from Rightship, respectively.

27
Table of Contents
Governmental regulations and safety or other equipment standards related to the age or condition of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

In addition, unless we maintain cash reserves for vessel replacement, we may be unable to replace the current vessels in our fleet upon the expiration of their useful lives. We estimate the useful life of our vessels to be 25 years from the date of initial delivery from the shipyard. Our cash flows and income are dependent on the revenues we earn by chartering our vessels to customers. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, financial condition, and results of operations will be materially adversely affected. Any reserves set aside for vessel replacement would not be available for other cash needs or dividends.

We also face competition from companies with more modern vessels with more fuel-efficient designs than our current vessels. Competition from more technologically advanced vessels could adversely affect the chartering opportunities available to us and the charter rates we will be able to negotiate, therefore adversely affecting our business, results of operations, cash flows, and financial condition, while also significantly decreasing the resale value of our vessels.

Worldwide inflationary pressures could negatively impact our results of operations and cash flows.

Inflation could have an adverse impact on our business and operating results and subsequently on our financial condition both directly through the increase in operating costs, including crew costs and materials necessary for the operation of our vessels and indirectly through its adverse impact on the world economy in terms of increasing interest rates and slowdown of global growth. Worldwide economies have in the recent past experienced inflationary pressures, with price increases seen across many sectors globally. In response to the inflationary pressures in recent years, central banks made steep increases in interest rates, which resulted in increases to the interest rates available to us for the financing of our operations and investment activity. Although central banks have started decreasing interest rates, future monetary policies cannot be guaranteed. If central banks need to increase interest rates again or interest rates otherwise increase significantly, the resulting increase to the interest rates available to us on both existing loans on floating rate and new debt financings or refinancings we may pursue could adversely affect our cash flows and our ability to complete vessel acquisitions, take advantage of business opportunities, or respond to competitive pressures. Furthermore, if inflationary pressures intensify, we may be unable to raise our charter rates enough to offset the increasing costs of our operations, which would decrease our profit margins and result in deterioration of our financial condition. There is uncertainty regarding inflation due to the likely shift in policy following numerous elections around the world. Trade tariffs announced by President Trump and retaliatory tariffs and countermeasures from affected countries could trigger economic uncertainty but the impact on inflation is unclear.

Whether the present inflationary pressures will transition to a long-term inflationary environment and the effect of such a development on charter rates, vessel demand, and operating expenses in the sector in which we operate are uncertain.

The failure of our current or future counterparties to meet their obligations under our current or future contracts, including any charter agreements, could cause us to suffer losses or otherwise adversely affect our business.

We have entered, and plan to enter, into various contracts, including charterparties with our customers, vessel management agreements and other agreements, which subject us to counterparty risks. The ability and willingness of each of our current or future counterparties to perform its obligations under these contracts with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the dry bulk shipping industry and the industries in which our counterparties operate, the overall financial condition of the counterparties, and the supply and demand for dry bulk commodities.

From time to time, those counterparties may account for a significant amount of our chartering activity and revenues. In addition, in challenging market conditions, there have been reports of charterers renegotiating their charters or defaulting on their obligations under charter agreements, and so our customers may fail to pay charter hire or attempt to renegotiate charter rates. Should a counterparty fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel on favorable terms or at all, and any new charter arrangements we secure in the spot market or on time charters could be at lower rates. If our charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements, we could suffer significant losses, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

28
Table of Contents
Rising crew costs may adversely affect our profits.

Crew-related expenses are expected to remain a significant component of our cost base. The continued expansion of the global shipping fleet has intensified competition for highly skilled and qualified seafarers, resulting in upward pressure on crewing costs.
 
In addition, logistical expenses have increased considerably, particularly due to the high percentage of Ukrainian seafarers within our workforce. Given the current constraints, we are unable to utilize local facilities in Ukraine for medical examinations and training, necessitating alternative arrangements which further elevate costs.
 
Should market conditions limit our ability to adjust chartering rates accordingly, these rising costs may have an adverse impact on overall profitability.

We may not be able to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our results of operations.

Our success will depend to a significant extent upon the abilities and efforts of our management team, including our ability to retain key members of our management team and the ability of our management to recruit and hire suitable employees. The loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affect our business and results of operations.

Our vessels may suffer damage, and we may face unexpected repair costs, which could adversely affect our cash flow and financial condition.

The operation of an ocean-going vessel carries inherent risks, which include the risk of the vessel or its cargo being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy, labor strikes, boycotts, and other similar circumstances or events.

If our vessels suffer damage, they may need to be repaired at a shipyard facility. The time and costs of repairs are unpredictable and may be substantial. The loss of earnings while our vessels are being repaired and repositioned, as well as the actual cost of these repairs and any repositioning costs, would decrease our earnings and reduce the amount of any dividends in the future. We may also be unable to find space at a suitable drydocking facility and be forced to travel to a drydocking facility that is not conveniently located to the position of our vessels. For more information, see “—Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and expenses.” We may not have insurance that is sufficient to cover all or any of these costs or losses and may have to pay repair costs not covered by our insurance.

We are exposed to U.S. dollar and foreign currency fluctuations and devaluations that could harm our reported revenue and results of operations.

We generate all of our revenues and incur the majority of our operating expenses in U.S. dollars, but we currently incur many of our general and administration expenses in currencies other than the U.S. dollar, primarily the euro. Because such portion of our expenses is incurred in currencies other than the U.S. dollar, our expenses may from time to time increase relative to our revenues as a result of fluctuations in exchange rates, particularly between the U.S. dollar and the euro, which could affect the amount of net income that we report in future periods. We may use financial derivatives to operationally hedge some of our currency exposure. Our use of financial derivatives involves certain risks, including the risk that losses on a hedged position could exceed the nominal amount invested in the instrument and the risk that the counterparty to the derivative transaction may be unable or unwilling to satisfy its contractual obligations, which could have an adverse effect on our results.

We maintain cash with a limited number of financial institutions, which may subject us to credit risk.

We maintain all of our cash with a limited number of financial institutions mostly located in Europe.

Generally, only a portion of these cash balances are covered by insurance in the event of default by a financial institution. Several banks, including banks in the United States and Switzerland, have recently been subject to extraordinary resolution procedures or sale because of the risk of such a default. In the event of such a default of a financial institution, we may lose part or all of our cash that we hold deposited with such financial institution.

29
Table of Contents
We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy financial obligations or to pay dividends.

We are a holding company and our subsidiaries, which are all wholly owned by us either directly or indirectly, conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our wholly owned subsidiaries. As a result, our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. The ability of a subsidiary to make these distributions could be affected by the covenants in our loan agreements, a claim or other action by a third party, including a creditor, and the laws of the Republic of the Marshall Islands and the Republic of Liberia, where our vessel-owning or other subsidiaries are incorporated, which regulate the payment of dividends by companies. If we are unable to obtain funds from our subsidiaries, we may not be able to satisfy our financial obligations.

In addition to its earnings, financial condition, cash requirements and availability, the ability of a subsidiary to make distributions to us could be affected by the covenants in our future loan agreements or other financing arrangements, a claim or other action by a third party, including a creditor, and the laws of its country of incorporation. If we are unable to obtain funds from our subsidiaries, we may not be able to satisfy our financial obligations and, consequently, our board of directors may exercise its discretion not to declare or pay any dividend.

In the highly competitive international shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources, which may adversely affect our results of operations.

We operate in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other independent and stated-owned dry bulk vessel owners, some of whom may have substantially greater resources than we do. Competition for the transportation of dry bulk cargoes by sea is intense and depends on price, location, size, age, condition, and the acceptability of the vessel and its operators to the charterers. Due in part to the highly fragmented market, competitors with greater resources could enter the dry bulk shipping industry and operate larger fleets through consolidations or acquisitions and may be able to offer lower charter rates and higher quality vessels than we are able to offer. Although we believe that no single competitor has a dominant position in the markets in which we compete, we are aware that certain competitors may be able to devote greater financial and other resources to their activities than we can, resulting in a significant competitive threat to us. We cannot give assurances that we will continue to compete successfully with our competitors or that these factors will not erode our competitive position in the future.

We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.

We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties, and other litigation that arises in the ordinary course of our business. Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us. Insurance may not be applicable or sufficient in all cases or insurers may not remain solvent, which may have a material adverse effect on our financial condition.

The shipping industry has inherent operational risks that may not be adequately covered by our insurances. Further, because we obtain some of our insurances through protection and indemnity associations, we may also be retrospectively subject to calls or premiums in amounts based not only on our own claim records, but also on the claim records of all other members of the protection and indemnity associations.

We procure insurance for our fleet against risks commonly insured against by vessel owners and operators. Our current insurances include hull and machinery insurance, war risks insurance, demurrage and defense insurance, and protection and indemnity insurance (which includes environmental damage and pollution insurance). We do not expect to maintain for our vessels insurance against loss of hire, which covers business interruptions that result from the loss of use of a vessel, except in cases when our vessels transit through or call at high risk areas. We may not be adequately insured against all risks or our insurers may not pay a particular claim. Even if our insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement vessel in the event of a loss. Furthermore, in the future, we may not be able to obtain adequate insurance coverage at reasonable rates for our fleet. Our insurance policies also contain deductibles, caps, limitations, and exclusions which, although we believe are standard in the shipping industry, may nevertheless increase our costs. If our insurances are not enough to cover claims that may arise, the deficiency may have a material adverse effect on our financial condition and results of operations. We may also be retrospectively subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability, including pollution-related liability. Our payment of these calls could result in significant expenses to us.

30
Table of Contents
Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977, or FCPA, could result in fines, criminal penalties, and an adverse effect on our business.

We operate throughout the world, including in countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the FCPA. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

We depend on Seanergy and its wholly owned management subsidiaries to partly operate our business and our business could be harmed if they fail to perform such services satisfactorily.

We have entered into a master management agreement with Seanergy for the provision of technical, administrative, commercial, brokerage, and certain other services. Certain of these services are being contracted directly with Seanergy Management Corp. (“Seanergy Management”) or Seanergy Shipmanagement Corp. (“Seanergy Shipmanagement” and together with Seanergy Management, the “Managers”). Our operational success partly depends upon the Managers’ and Seanergy’s satisfactory performance of these services. Our business would be harmed if the Managers or Seanergy failed to perform these services satisfactorily. In addition, if our management agreements with the Managers or Seanergy were to be terminated or if their terms were to be altered, our business could be adversely affected, as we may not be able to immediately replace such services, and even if replacement services were immediately available, the terms offered could be less favorable than those under our existing management agreements.

We depend on third-party managers to manage part of our fleet.

We have entered into technical and commercial management agreements with the Managers and third-party managers for the management of part of our fleet. The Managers may subcontract or arrange certain aspects of the technical, such as crewing, or the commercial management for our current vessels and any other vessels we may acquire to third parties, including, but not limited to, V.Ships Greece Ltd. (“V.Ships”), Fidelity Marine Inc. (“Fidelity”), and Global Seaways S.A. (“Global Seaways”). The loss of the services of such third parties or their failure to perform their obligations could materially and adversely affect the results of our operations. Although we may have rights against these managers if they default on their obligations, we may have no recourse against these parties. In addition, we might not be able to find replacement third-party managers on terms as favorable as those currently in place.

Management fees are payable to the Managers or our third-party managers regardless of our profitability, which could have a material adverse effect on our business, financial condition, and results of operations.

Pursuant to the management agreements, we are paying to Seanergy Shipmanagement a fixed technical management fee of $14,000 per month for the M/Vs Synthesea, Nisea, Chrisea, Cretansea and, as of February 2026 Dukeship, and to Seanergy a fixed administration fee of $325 per vessel per day. We pay our third-party technical managers a fixed management fee of $11,500 per month for the M/V Exelixsea. We are also paying to Seanergy Management a fee equal to 0.75% of the gross freight, demurrage, and charter hire collected from the employment of our vessels and a fee equal to 1% of the contract price of vessels bought, sold or bareboat chartered on our behalf (not including any vessels bought, sold or bareboat chartered from or to Seanergy). These management fees do not cover expenses such as voyage expenses, vessel operating expenses, maintenance expenses, and crewing costs, for which we will reimburse the technical managers. In addition, we have entered into a commercial management agreement with Fidelity, an independent third party, pursuant to which Fidelity provides commercial management services for the vessels in our fleet. For such services, we are paying to Fidelity (i) a monthly fee of $5,000 and (ii) commission fees equal to 0.5% of the collected gross hire, freight and demurrage which may be increased to 1.25% in cases when there is no other ship brokerage firm involved in the negotiations, charterparty drafting and final agreement regarding the employment of our vessels. Under such agreement, we reimburse Fidelity for all reasonable running and out-of-pocket expenses. These management fees, excluding the commission fees on the gross freight, demurrage and charter hire, are to some extent payable whether or not our vessels are employed and in any case regardless of our profitability, and we have no ability to require the Managers or our third-party managers to reduce these management fees if our profitability decreases, which could have a material adverse effect on our business, financial condition, and results of operations.

31
Table of Contents
We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. holders of our common shares.

A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

Based upon our current and anticipated method of operations, we do not believe that we should be a PFIC with respect to our 2025 taxable year, and we do not expect to become a PFIC in 2026 or any future taxable year. In this regard, we intend to treat our gross income from time charters as active services income, rather than rental income. Accordingly, our income from our time chartering activities should not constitute “passive income,” and the assets that we own and operate in connection with the production of that income should not constitute passive assets. There is substantial legal authority supporting this position, including case law and U.S. Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations change.

If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. shareholders would face adverse U.S. federal income tax consequences and certain information reporting requirements. Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986 as amended, or the Code (which election could itself have adverse consequences for such shareholders), such shareholders would be liable to pay U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of our common shares. See “Item 10. Additional Information—E. Taxation–United States Federal Income Tax Consequences—United States Federal Income Taxation of U.S. Holders–Passive Foreign Investment Company Rules” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC.

We may have to pay tax on U.S. source income, which would reduce our earnings.

Under the Code, 50% of the gross shipping income of a vessel-owning or chartering corporation, such as us and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States, exclusive of certain U.S. territories and possessions, or “U.S. source gross shipping income” may be subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the applicable Treasury Regulations promulgated thereunder.

We believe that we qualify for exemption from the 4% tax under Section 883 of the Code for our 2025 taxable year and intend to take this position on our tax return. However, there are factual circumstances beyond our control that could cause us not to have the benefit of the tax exemption under Section 883 in 2026 or future years and thereby cause us to become subject to U.S. federal income tax on our U.S. source shipping income. For example, there is a risk that we could fail to qualify for exemption under Section 883 of the Code for a particular taxable year if “non-qualified” shareholders with a five percent or greater interest in our common shares were, in combination with each other, to own 50% or more of our outstanding common shares on more than half the days during the taxable year. See the description of the ownership tests which must be satisfied to qualify for exemption under Section 883 of the Code in “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Consequences—Exemption of Operating Income from United States Federal Income Taxation.”

32
Table of Contents
Because the availability of the exemption depends on factual circumstances beyond our control, we can give no assurances on the tax-exempt status of ourselves or that of any of our subsidiaries for our 2026 or subsequent taxable years. If we or our subsidiaries are not entitled to exemption under Section 883, we or our subsidiaries will be subject to the 4% U.S. federal income tax on 50% of any shipping income such companies derive that is attributable to the transport of cargoes to or from the United States. This tax is a cost, which, if unreimbursed, has a negative effect on our business and results in decreased earnings available for distribution to our shareholders.

We are a “foreign private issuer,” which could make our common shares less attractive to some investors or otherwise harm our share price.

We are a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act. As a “foreign private issuer” the rules governing the information that we disclose differ from those governing U.S. corporations pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of their occurrence. On December 18, 2025, the Holding Foreign Insiders Accountable Act was enacted as part of the National Defense Authorization Act for Fiscal Year 2026, mandating directors and officers of foreign private issuers to file Section 16(a) reports (Forms 3, 4, and 5) with the Commission to report beneficial ownership interests in companies, effective on March 18, 2026. In addition, our officers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchase and sales of our securities. Our exemption from certain provisions of the rules of Section 16 of the Exchange Act regarding sales of common shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. Moreover, we are exempt from the proxy rules, and proxy statements that we distribute will not be subject to review by the Commission. Accordingly, there may be less publicly available information concerning us than there is for other U.S. public companies that are not foreign private issuers. These exemptions and scaled disclosure requirements are not related to our status as an emerging growth company, and will continue to be available to us even if we no longer qualify as an emerging growth company, but remain a foreign private issuer. These factors could make our common shares less attractive to some investors or otherwise harm our share price.

On June 4, 2025, the SEC issued a concept release seeking public comment on whether to amend the current eligibility criteria for foreign private issuer status under the U.S. securities laws to better balance investor protection and capital formation. This marks the first comprehensive review of the FPI regulatory framework since 2008 and signals a potential material shift in the FPI regulatory framework. While no rule changes have been proposed yet, any future amendments could impact our eligibility to qualify as a foreign private issuer.

We could lose our foreign private issuer status under U.S. securities laws. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. We would then also be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We may then also be required to modify certain of our policies to comply with good or required governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs.

Our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands, and as such we are entitled to exemption from certain Nasdaq corporate governance standards. As a result, you may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands. Therefore, we are exempt from many of Nasdaq’s corporate governance practices other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing agreement, notification of material non-compliance with Nasdaq corporate governance practices, and the establishment and composition of an audit committee and a formal written audit committee charter. For a list of the practices followed by us in lieu of Nasdaq’s corporate governance rules, we refer you to “Item 16G. Corporate Governance” in this annual report. To the extent we rely on these or other exemptions our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

33
Table of Contents
The Public Company Accounting Oversight Board inspection of our independent accounting firm could lead to adverse findings in our auditors’ reports and challenges to the accuracy of our published audited financial statements.

Auditors of U.S. public companies are required by law to undergo periodic Public Company Accounting Oversight Board, or PCAOB, inspections that assess their compliance with U.S. law and professional standards in connection with performance of audits of financial statements filed with the SEC. For several years, certain European Union countries, including Greece, did not permit the PCAOB to conduct inspections of accounting firms established and operating in such European Union countries, even if they were part of major international firms. Accordingly, unlike for most U.S. public companies, the PCAOB was prevented from evaluating our auditor’s performance of audits and its quality control procedures, and, unlike shareholders of most U.S. public companies, we and our shareholders were deprived of the possible benefits of such inspections. Since 2015, Greece agreed to allow the PCAOB to conduct inspections of accounting firms operating in Greece. In the future, such PCAOB inspections could result in findings in our auditors’ quality control procedures, question the validity of the auditor’s reports on our published financial statements and the effectiveness of our internal control over financial reporting, and cast doubt upon the accuracy of our published audited financial statements.

We conduct business in China, where the legal system is not fully developed and has inherent uncertainties that could limit the legal protections available to us.

Our vessels and other vessels we may acquire may be chartered to Chinese customers and, from time to time on our charterers’ instructions, our vessels and other vessels we may acquire may call on Chinese ports. Such charters and voyages may be subject to regulations in China that may require us to incur new or additional compliance or other administrative costs and may require that we pay to the Chinese government new taxes or other fees. Applicable laws and regulations in China may not be well publicized and may not be known to us or our charterers in advance of us or our charterers becoming subject to them, and the implementation of such laws and regulations may be inconsistent. Changes in Chinese laws and regulations, including with regards to tax matters, or changes in their implementation by local authorities, could affect our vessels and other vessels we may acquire if chartered to Chinese customers as well as our vessels and other vessels we may acquire calling to Chinese ports and could have a material adverse impact on our business, financial conditions, and results of operations.

Changing laws and evolving reporting requirements could have an adverse effect on our business.

Changing laws, regulations, and standards relating to reporting requirements, including the European Union General Data Protection Regulation, or GDPR, which relate to the collection, use, retention, security, processing, and transfer of personally identifiable information about our customers and employees, may create additional compliance requirements for us. To maintain high standards of corporate governance and public disclosure, we have invested in, and continue to invest in, reasonably necessary resources to comply with evolving standards.

GDPR broadens the scope of personal privacy laws to protect the rights of European Union citizens and requires organizations to report on data breaches within 72 hours and be bound by more stringent rules for obtaining the consent of individuals on how their data can be used. Non-compliance with GDPR or other data privacy laws may expose entities to significant fines or other regulatory claims, which could have an adverse effect on our business and results of operations.
 
A cyber-attack could materially disrupt our business.

We rely on information technology systems and networks in our operations and administration of our business. Information systems are vulnerable to security breaches by computer hackers and cyber terrorists. The safety and security of our vessels as well as our business operations could be targeted by individuals or groups seeking to sabotage or disrupt our information technology systems and networks, or to steal data. Despite our cybersecurity measures, a successful cyber-attack, including as a result of spam, targeted phishing-type emails, and ransomware attacks, or other breaches of or significant interruption or failure of our information technology systems, could materially disrupt our operations, including the safety of our operations, or lead to unauthorized release of information or alteration of information in our systems. The evolution of artificial intelligence capabilities may lead to new or more effective cyber-attack methods, including fraud, phishing or information theft enabled by “deep-fake” technology using generative artificial intelligence tools. Any such attack or other breach of or significant interruption or failure of our information technology systems could have a material adverse effect on our business and results of operations. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect or disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer.

34
Table of Contents
Additionally, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, effective January 2021, cyber-risk management systems must be incorporated by shipowners and managers. Any changes in the nature of cyber threats might require us to adopt additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The war between Russia and Ukraine has been accompanied by cyber-attacks against the Ukrainian government and other countries in the region. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations. We rely on industry-accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures and technology may not adequately prevent security breaches and, therefore, it is difficult to assess the likelihood of such threat and any potential impact at this time.

In July 2023, the Commission adopted rules requiring the mandatory disclosure of material cybersecurity incidents, as well as cybersecurity governance and risk management practices. A failure to disclosure could result in the imposition of injunctions, fines and other penalties by the SEC. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any cybersecurity incident.

The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

Our vessels may call in ports in South America and other areas where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. Under some jurisdictions, vessels used for the conveyance of illegal drugs could subject such vessels to forfeiture to the government of these jurisdictions. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessels and whether with or without the knowledge of any member of our crew, we may face reputational damage and governmental or other regulatory claims or penalties which could have an adverse effect on our business, results of operations, cash flows, and financial condition, as well as our ability to maintain cash flows, including cash available for distributions to pay dividends to our shareholders.

The international nature of our operations may make the outcome of any potential bankruptcy proceedings difficult to predict.

The Marshall Islands has passed an act implementing the U.N. Commission on Internal Trade Law (UNCITRAL) Model Law on Cross-Border Insolvency, or the Model Law. The adoption of the Model Law is intended to implement effective mechanisms for dealing with issues related to cross-border insolvency proceedings and encourages cooperation and coordination between jurisdictions. Notably, the Model Law does not alter the substantive insolvency laws of any jurisdiction and does not create a bankruptcy code in the Marshall Islands. Instead, the implementing act allows for the recognition by the Marshall Islands of foreign insolvency proceedings, the provision of foreign creditors with access to courts in the Republic of Liberia and the Marshall Islands, and the cooperation with foreign courts. Consequently, in the event of any bankruptcy, insolvency or similar proceedings involving us or one of our subsidiaries, bankruptcy laws other than those of the United States could apply. We have limited operations in the United States. If we become a debtor under the United States bankruptcy laws, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including property situated in other countries. There can be no assurance, however, that courts in other countries that have jurisdiction over us and our operations would recognize a United States bankruptcy court’s jurisdiction if any other bankruptcy court would determine it had jurisdiction.
 
35
Table of Contents
Risks Relating to Our Common Shares

The market price of our common shares may in the future be subject to significant fluctuations. Further, there is no guarantee of a continuing public market to resell our common shares.

The market price of our common shares may in the future be subject to significant fluctuations as a result of many factors, some of which are beyond our control. Among the factors that could in the future affect our share price are:


 •
quarterly variations in our results of operations;

•
changes in market valuations of similar companies and stock market price and volume fluctuations generally;

•
changes in earnings estimates or the publication of research reports by analysts;

•
speculation in the press or investment community about our business or the shipping industry generally;

•
strategic actions by us or our competitors such as acquisitions or restructurings;

•
the thin trading market for our common shares, which makes it somewhat illiquid;

•
regulatory developments;

•
additions or departures of key personnel;

•
general market conditions; and

•
domestic and international economic, market, and currency factors unrelated to our performance.

On December 31, 2025, the closing price of our common shares on the Nasdaq Capital Market was $1.70 per share, as compared to $2.13, which was the closing price on April 2, 2026. In addition, there has from time to time in the past been significant volatility in our trading volumes on the Nasdaq Capital Market and volatility in our intra-day common share price. As a result, there is a potential for rapid and substantial decreases in the price of our common shares, including decreases unrelated to our operating performance or prospects.

The stock markets in general, and the markets for dry bulk shipping and shipping stocks in particular, have experienced extreme price and volume volatility that has sometimes been unrelated to the operating performance of individual companies. These broad market fluctuations may adversely affect the trading price of our common shares.

Additionally, there is no guarantee of a continuing public market to resell our common shares. We cannot assure you that an active and liquid public market for our common shares will continue.

We may issue additional common shares or other equity securities without your approval, which could dilute your ownership interests and may depress the market price of our common shares.

We may issue additional common shares or other equity securities of equal or senior rank in the future in connection with, among other things, future vessel acquisitions, repayment of outstanding indebtedness, or our equity incentive plan, without shareholder approval, in a number of circumstances.

In addition, as of April 2, 2026, we may be obliged to issue up to 6,962,770 additional common shares pursuant to the terms of our outstanding Class A Warrants at an exercise price of $2.25 per common share, subject to adjustment pursuant to the terms of such warrants.

Our issuance of additional common shares or other equity securities of equal or senior rank would have the following effects:


 •
our existing shareholders’ proportionate ownership interest in us will decrease;

•
the amount of cash available for dividends payable per common share may decrease;

•
the relative voting strength of each previously outstanding common share may be diminished; and

•
the market price of our common shares may decline.

36
Table of Contents
A possible “short squeeze” due to a sudden increase in demand of our common shares that largely exceeds supply may lead to further price volatility in our common shares.

Investors may purchase our common shares to hedge existing exposure in our common shares or to speculate on the price of our common shares. Speculation on the price of our common shares may involve long and short exposures. To the extent aggregate short exposure exceeds the number of common shares available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our common shares for delivery to lenders of our common shares. Those repurchases may in turn, dramatically increase the price of our common shares until investors with short exposure are able to purchase additional common shares to cover their short position. This is often referred to as a “short squeeze.” Following such a short squeeze, once investors purchase the shares necessary to cover their short position, the price of our common shares may rapidly decline. A short squeeze could lead to volatile price movements in our shares that are not directly correlated to the performance or prospects of our company.

We may not have the surplus or net profits required by law to pay dividends. The declaration and payment of dividends will always be subject to the discretion of our board of directors and will depend on a number of factors. Our board of directors may not declare dividends in the future.

The declaration, timing, and amount of any dividend is subject to the discretion of our board of directors and will be dependent upon our earnings, financial condition, market prospects, capital expenditure requirements, investment opportunities, restrictions in our loan agreements, the provisions of Marshall Islands law affecting the payment of dividends to shareholders, overall market conditions, and other factors. Our board of directors may not declare dividends in the future.

Further, Marshall Islands law generally prohibits the payment of dividends if the company is insolvent or would be rendered insolvent upon payment of such dividend, and dividends may be declared and paid out of our operating surplus. Dividends may also be declared or paid out of net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year. We may not have the required surplus or net profits to pay dividends, and we may be unable to pay dividends in any anticipated amount or at all.

The superior voting rights of our Series B Preferred Shares may limit the ability of our common shareholders to control or influence corporate matters and the interests of the holder of such shares could conflict with the interests of common shareholders

While our common shares have one vote per share, each of our 40,000 Series B preferred shares (“Series B Preferred Shares”) presently outstanding has 25,000 votes per share; however, the voting power of the Series B Preferred Shares is limited such that no holder of Series B Preferred Shares may exercise voting rights pursuant to any Series B Preferred Shares that would result in the total number of votes a holder is entitled to vote on any matter submitted to a vote of shareholders of the Company to exceed 49.99% of the total number of votes eligible to be cast on such matter. The Series B Preferred Shares, however, have no dividend, distribution, redemption or conversion rights, other than the right upon dissolution to receive a payment equal to $0.0001 per share, and may not be transferred without approval of our board of directors.

As of the date of this annual report, our Chairman and Chief Executive Officer, Mr. Stamatios Tsantanis, holds all of the issued and outstanding Series B Preferred Shares, and can therefore control 49.99% of the voting power of our outstanding capital stock. Our Chairman and Chief Executive Officer has substantial influence over our management and affairs and over matters requiring shareholder approval, including the election of directors and significant corporate transactions, even though he owns significantly less than 50% of the Company economically.

The superior voting rights of our Series B Preferred Shares may limit our common shareholders’ ability to influence corporate matters. The interests of the holder of the Series B Preferred Shares may conflict with the interests of our common shareholders, and as a result, the holders of our capital stock may approve actions that our common shareholders do not view as beneficial. Any such conflicts of interest could adversely affect our business, financial condition, results of operations, and the trading price of our common shares.

37
Table of Contents
Anti-takeover provisions in our amended and restated articles of incorporation and our amended and second amended and restated bylaws could make it difficult for our shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying, or preventing a merger or acquisition, which could adversely affect the market price of our common shares.

Several provisions of our amended and restated articles of incorporation and our second amended and restated bylaws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control, and enhance the ability of our board to maximize shareholder value in connection with any unsolicited offer to acquire our company. However, these anti-take-over provisions could make it difficult for our shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of our management. In addition, the same provisions may discourage, delay, or prevent a merger or acquisition that some shareholders may consider favorable.

These provisions:


 •
authorize our board of directors to issue “blank check” preferred stock without shareholder approval, including preferred shares with superior voting rights, such as the Series B Preferred Shares;

•
provide for a classified board of directors with staggered, three-year terms;

•
permit the removal of any director only for cause;

•
prohibit shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;

•
limit the persons who may call special meetings of shareholders; and

•
establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at meetings of shareholders.

In addition, our amended and restated shareholders’ rights agreements makes it more difficult for a third party to acquire us without the support of our board of directors. See “Description of Securities” filed as Exhibit 2.4 hereto for a description of our amended and restated shareholders rights agreement. These anti-takeover provisions, along with provisions of our amended and restated shareholders’ rights agreement, could substantially impede the ability of our shareholders to impose a change in control and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium.

Our second amended and restated bylaws provide that the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our second amended and restated bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for (i) any shareholders’ derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Business Corporations Act of the Republic of the Marshall Islands (as amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine. This forum selection provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits with respect to such claims.

We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable.

Our second amended and restated bylaws include a forum selection provision as described above. However, the enforceability of similar forum selection provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provision contained in our second amended and restated bylaws to be inapplicable or unenforceable in such action. In particular, Section 27 of the Exchange Act, creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, Section 22 of the Securities Act of 1933, as amended (the “Securities Act”), creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Shareholders’ derivative actions, including those arising under the Exchange Act or Securities Act, are subject to our forum selection provision. To the extent that the exclusive forum provision would apply to restrict the courts in which our shareholders may bring claims arising under the Exchange Act or the Securities Act and the rules and regulations thereunder, there is uncertainty as to whether a court would enforce such a provision. Investors cannot waive compliance with the federal securities laws and the rules and regulations promulgated thereunder. If a court were to find the forum selection provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition, and results of operations.

38
Table of Contents
Issuance of preferred shares, such as our Series B Preferred Shares, may adversely affect the voting power of our common shareholders and have the effect of discouraging, delaying, or preventing a merger or acquisition, which could adversely affect the market price of our common shares.

Our amended and restated articles of incorporation authorize our board of directors to issue preferred shares in one or more series and to determine the rights, preferences, privileges, and restrictions with respect to, among other things, dividends, conversion, voting, redemption, liquidation, and the number of shares constituting any series without shareholders’ approval. Our board of directors issued prior to the Spin-Off (as described below), and may in the future issue, preferred shares with voting rights superior to those of the common shares, such as the Series B Preferred Shares. If our board of directors determines to issue preferred shares, such issuance may discourage, delay, or prevent a merger or acquisition that shareholders may consider favorable. The issuance of preferred shares with voting and conversion rights may also adversely affect the voting power of the holders of common shares. This could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and our shareholders’ ability to realize any potential change of control premium.
 
We may not be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements.

Our common shares are listed on the Nasdaq Capital Market. There are a number of continued listing requirements that we must satisfy in order to maintain our listing on the Nasdaq Capital Market. We may not be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements. If we fail to maintain compliance with all applicable continued listing requirements for the Nasdaq Capital Market and Nasdaq determines to delist our common shares, the delisting could adversely affect the market liquidity of our common shares and our ability to obtain financing to repay any debt and fund our operations.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common shares less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. While we have elected to take advantage of some of the reduced reporting obligations, we are choosing to “opt-out” of the extended transition period relating to the exemption from new or revised financial accounting standards. We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile.

In addition, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, for so long as we are an emerging growth company. For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may negatively affect the ability of shareholders to protect their interests.

Our corporate affairs are governed by our amended and restated articles of incorporation, our second amended and restated bylaws, and the Marshall Islands Business Corporations Act, or the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the laws of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors, or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.

39
Table of Contents
Additionally, the Republic of the Marshall Islands does not have a legal provision for bankruptcy or a general statutory mechanism for insolvency proceedings. As such, in the event of a future insolvency or bankruptcy, our shareholders and creditors may experience delays in their ability to recover for their claims after any such insolvency or bankruptcy. Further, in the event of any bankruptcy, insolvency, liquidation, dissolution, reorganization, or similar proceeding involving us or any of our subsidiaries, bankruptcy laws other than those of the United States could apply. If we become a debtor under U.S. bankruptcy law, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including property situated in other countries. There can be no assurance, however, that we would become a debtor in the United States, or that a U.S. bankruptcy court would be entitled to, or accept, jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over us and our operations would recognize a U.S. bankruptcy court’s jurisdiction if any other bankruptcy court would determine it had jurisdiction.

As a Marshall Islands corporation with principal executive offices in Greece, and also having subsidiaries in the Republic of the Marshall Islands and the Republic of Liberia, our operations may be subject to economic substance requirements.

The Council of the European Union, or the Council, routinely publishes a list of “non-cooperative jurisdictions” for tax purposes, which includes countries that the Council believes need to improve their legal framework and to work towards compliance with international standards in taxation. In 2019, the Republic of the Marshall Islands, among others, was placed by the EU on the list of non-cooperative jurisdictions for failing to implement certain commitments previously made to the EU by the agreed deadline. However, it was removed from the list of non-cooperative jurisdictions later in 2019. In February 2023, the Republic of the Marshall Islands (among others) was again placed by the EU on the list of non-cooperative jurisdictions for lacking in the enforcement of economic substance requirement and was subsequently removed from such list in October 2023. EU member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including, increased monitoring and audits, withholding taxes and non-deductibility of costs. Although we are not currently aware of any such measures being adopted, they can be adopted by one or more EU members states in the future. The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries. EU legislation prohibits certain EU funds from being channeled or transited through entities in non-cooperative jurisdictions.

We are a Marshall Islands corporation with principal executive offices in Greece. All of our subsidiaries are organized in the Republic of the Marshall Islands and the Republic of Liberia. The Marshall Islands have enacted economic substance regulations relating to, inter alia, shipping business activities, with which we are obligated to comply. The Marshall Islands economic substance regulations require certain entities that carry out particular activities to comply with a three-part economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is being understood and acknowledged by the regulators that income-generating activities for shipping companies will generally occur in international waters) and (iii) having regard to the level of relevant activity carried out in the Marshall Islands has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands and (c) an adequate number of qualified employees in the Marshall Islands.

If we fail to comply with our obligations under such regulations or any similar law applicable to us in any other jurisdictions, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials, or with respect to the Marshall Islands economic substance requirements, revocation of the formation documents and dissolution of the applicable non-compliant Marshall Islands entity, or being struck from the register of companies. Any of the foregoing could be disruptive to our business and could have a material adverse effect on our business, financial conditions and operating results. Accordingly, any implementation of, or changes to, any of the economic substance regulations that impact us could increase the complexity and costs of carrying on business in these jurisdictions, and thus could adversely affect our business, financial condition or results of operations.

We do not know (i) if the EU will once again add the Republic of the Marshall Islands to the list of non-cooperative jurisdictions, or add Liberia to the list, (ii) what actions any such jurisdiction may take, if any, to remove itself from such list if it should be placed back on the list of non-cooperative jurisdictions, (iii) how quickly the EU would react to any changes in legislation of the relevant jurisdictions, or (iv) how EU banks or other counterparties will react while we or any of our subsidiaries remain as entities organized and existing under the laws of listed countries during a period if the jurisdictions are placed on the list of non-cooperative jurisdictions. The effect of the EU list of non-cooperative jurisdictions, and any non-compliance by us with any legislation or regulations adopted by applicable countries to achieve removal from the list, including economic substance regulations, could have a material adverse effect on our business, financial conditions and operating results.

40
Table of Contents
It may not be possible for investors to serve process on or enforce U.S. judgments against us.

We and all of our subsidiaries are incorporated in jurisdictions outside the U.S. and substantially all of our assets and those of our subsidiaries are located outside the U.S. In addition, most of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us, our subsidiaries or our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.

ITEM 4.
INFORMATION ON THE COMPANY

A.
History and Development of the Company

Overview

United Maritime Corporation is an international shipping company currently specializing in worldwide seaborne transportation services. We currently operate a fleet of six dry bulk vessels, comprising three Panamax, one Capesize and two Kamsarmax vessels (including one vessel that we have contracted to sell, as described below) with an aggregate cargo-carrying capacity of approximately 577,750 dwt and an age of approximately 13.7 years. In January 2026, we entered into an agreement with an unaffiliated third party for the sale of one of our Kamsarmax vessels, M/V Cretansea, which is scheduled to be delivered to its new owners by May 25, 2026. In February 2026, we took delivery of a Capesize vessel, the M/V Dukeship, which we intend to acquire through an 18-month bareboat charter agreement with Seanergy, a related party. In March 2026, we agreed to main terms with Seanergy for the acquisition of M/V Squireship, a 2010-built Capesize dry bulk vessel, which is expected to be delivered to us by mid-June 2026. Upon the completion of the aforementioned vessel sale and acquisitions, our operating fleet will consist of six dry bulk vessels, with an aggregate cargo carrying capacity of 666,260 dwt.

We were incorporated under the laws of the Republic of the Marshall Islands, pursuant to the BCA, on January 20, 2022. Our executive offices are located at 154 Vouliagmenis Avenue, 16674 Glyfada, Greece and our telephone number is +30 2130181507. Our website is www.unitedmaritime.gr. The Commission maintains a website that contains reports, proxy and information statements, and other information that we file electronically at www.sec.gov. The information contained on, or that can be accessed through, these websites is not incorporated by reference herein and does not form part of this annual report.

We were incorporated by Seanergy to serve as the holding company of the United Maritime Predecessor upon effectiveness of the spin-off (the “Spin-Off”). Pursuant to the Spin-Off, Seanergy contributed the United Maritime Predecessor to us and $5.0 million in working capital in exchange for the distribution of all of our then-issued and outstanding common shares to Seanergy’s shareholders, 40,000 of our Series B Preferred Shares, par value $0.0001 to the holder of all Seanergy’s issued and outstanding Series B preferred shares, and 5,000 of our 6.5% Series C Cumulative Convertible Perpetual Preferred Shares (“Series C Preferred Shares”) to Seanergy.  In July 2022, we issued an additional 5,000 Series C Preferred Shares to Seanergy in exchange for $5.0 million, and in November 2022, we fully redeemed all outstanding 10,000 Series C Preferred Shares at a price equal to 105% of the original issue price for an aggregate amount of $10.6 million, including all accrued and unpaid dividends up to the redemption date.

While our common shares hold one vote per share, the Series B Preferred Shares hold 25,000 votes per share, subject to the limitation that no holder of Series B Preferred Shares may exercise voting rights pursuant to any Series B Preferred Shares that would result in the total number of votes such holder is entitled to vote on any matter submitted to a vote of shareholders to exceed 49.99% of the total number of votes eligible to be cast on such matter. The Series B Preferred Shares have no substantial economic rights but entitle our Chairman and Chief Executive Officer, as the sole holder of all of the issued and outstanding Series B Preferred Shares, to exercise voting power equal to 49.99% of the total number of votes entitled to vote on any matter submitted to a vote of our shareholders.

41
Table of Contents
Additionally, prior to the Spin-Off, we entered into an agreement with Seanergy pursuant to which Seanergy has a right of first refusal with respect to any opportunity available to us to sell, acquire or charter-in any Capesize vessel as well as with respect to chartering opportunities, other than short-term charters available to us for Capesize vessels. In addition, we have a right of first offer with respect to any vessel sales by Seanergy (the “ROFR”).

Following the Spin-Off, we and Seanergy became independent publicly traded companies. All references in this annual report to us for periods prior to the Spin-Off refer to the United Maritime Predecessor.

Our common shares are listed on Nasdaq and began trading on the Nasdaq Capital Market on July 6, 2022 under the symbol “USEA”.

History and Development

Business Development and Capital Expenditures and Divestitures

On July 11, 2022, we entered into separate memoranda of agreement with unaffiliated third parties, to acquire four secondhand tanker vessels, which were renamed M/T Parosea, M/T Bluesea, M/T Minoansea and M/T Epanastasea (the “Acquired Vessels”), for an aggregate purchase price of $79.5 million. We took delivery of M/T Parosea, M/T Bluesea and M/T Minoansea in August 2022, and delivery of the M/T Epanastasea in September 2022. We sold all four of these vessels as follows: (i) in November 2022, we sold the M/T Parosea to an unaffiliated third-party for a gross sale price of $31.3 million; (ii) in December 2022, we sold the M/T Minoansea and M/T Bluesea to an unaffiliated third-party for an aggregate gross sale price of $70.3 million; and (iii) in August 2023, we sold the M/T Epanastasea to an unaffiliated third party for a gross sale price of $37.5 million.

On July 20, 2022, we completed an underwritten public offering of 8,000,000 units at a public offering price of $3.25 consisting of (i) one common share (or one pre-funded warrant in lieu of one common share) and (ii) one Class A warrant to purchase one common share at an exercise price of $3.25. The gross proceeds of the offering were approximately $26.0 million. All the 1,200,000 pre-funded warrants issued in connection with the offering were exercised by the end of July 2022. As of December 31, 2025, 6,962,770 Class A warrants were outstanding expiring on July 20, 2027.

In August and September 2022, our board of directors authorized two buyback plans of $6.0 million in total pursuant to which 3,289,791 of our common shares were repurchased at an average price of $1.81 per share. In October 2022, our board of directors authorized a third share repurchase plan, pursuant to which we may repurchase up to an additional $3.0 million of our outstanding common shares in the open market. As extended, this plan is set to expire on December 31, 2026. During the year ended December 31 2025, we repurchased an aggregate of 120,622 of our outstanding common shares under the share repurchase plan at an average price of approximately $1.68 per share for a total of approximately $0.2 million inclusive of commissions and fees, and during the period from January 1, 2026 through the date of this annual report, we repurchased an additional 9,506 of our outstanding common shares at an average price of approximately $1.74 per share, for a total of approximately $16,600. As of April 2, 2026, approximately $1.6 million remains available for repurchase under our share repurchase plan.

In October 2022, the Compensation Committee (the “Compensation Committee”) of our board of directors granted awards under the plan of an aggregate of 1,000,000 restricted common shares. Of the total 1,000,000 shares issued, 800,000 shares were granted to the members of the board of directors of the Company and 200,000 shares were granted to certain of the Company’s service providers. The fair value of each share on the grant date was $2.28. The shares vested as follows: 333,344 shares vested on October 14, 2022, 333,328 shares vested on January 5, 2023 and 333,328 shares vested on June 5, 2023.

On November 29, 2022, we announced that our board of directors declared a special cash dividend of $1.00 per common share in connection with the profitable sales of the M/T Bluesea and M/T Parosea. The dividend was paid on January 10, 2023. Pursuant to the provisions of the Class A warrants, the exercise price of the warrants was adjusted from $3.25, by the dividend amount, to $2.25 per common share effective January 11, 2023.
 
In December 2022, we entered into definitive agreements to acquire two Capesize vessels, the M/V Goodship and M/V Tradership from Seanergy for an aggregate purchase price of $36.25 million. The purchase of the vessels was made pursuant to the ROFR and the acquisition was approved by a special independent committee of our board of directors.

42
Table of Contents
In December 2022, the Compensation Committee of our board of directors approved the amendment and restatement of our 2022 Equity Incentive Plan (“2022 Equity Incentive Plan”) to increase the aggregate number of common shares reserved for issuance under the plan to 1,500,000 shares and granted awards under the plan to our directors and certain service providers of an aggregate of 700,000 restricted common shares. Of the total 700,000 shares issued, 580,000 shares were granted to the members of our board of directors and 120,000 shares were granted to certain of the Company’s service providers. The fair value of each share on the grant date was $4.33. On December 28, 2022, 233,340 shares vested, while 233,330 shares vested on June 5, 2023 and 233,330 shares vested on October 5, 2023.

On February 7, 2023, we entered into agreements with two unaffiliated third parties to purchase two Kamsarmax dry bulk vessels for an aggregate purchase price of $39.2 million, which were financed through a combination of cash on hand and proceeds from the Neptune Maritime Leasing Ltd. (“Neptune”) sale and leaseback transactions described under “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Sale and Leaseback Transactions – March 2023 Neptune Sale and Leaseback” and “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Sale and Leaseback Transactions – April 2023 Neptune Sale and Leaseback”. The first vessel, which was renamed M/V Oasea, was built in 2010 at Tsuneishi Zhoushan Shipbuilding, has a cargo-carrying capacity of 82,217 dwt and was delivered to the Company on March 27, 2023. The second vessel, which was renamed M/V Cretansea, was built in 2009 at Universal Shipbuilding in Japan, has a cargo-carrying capacity of 81,508 dwt and was delivered to the Company on April 26, 2023.

On February 9, 2023, we entered into a bareboat charter agreement with an unaffiliated third party for a secondhand Panamax vessel, which was renamed M/V Chrisea. The vessel was delivered to the Company on February 21, 2023 under an 18-month bareboat charter at a daily rate of $7,300, a downpayment of $7.0 million and a purchase option of $12.4 million at the end of the charter period. In aggregate, the acquisition cost for the vessel, following the exercise of the purchase option, was approximately $23.4 million.

On February 10, 2023, we took delivery of the M/V Goodship. The acquisition of the M/V Goodship was financed by cash on hand and secured the amount of $7.0 million of the August 2022 EnTrust Facility (as defined in “Item 5. Operating and Financial Review and Prospects”) pursuant to an amendment and restatement of the subject facility which was signed on January 30, 2023.

On February 28, 2023, we took delivery of the M/V Tradership. The acquisition of the M/V Tradership was financed by cash on hand and secured the amount of $8.2 million of the August 2022 EnTrust Facility (as defined in “Item 5. Operating and Financial Review and Prospects”) pursuant to an amendment and restatement of the subject facility which was signed on January 30, 2023.

On August 1, 2023, we took delivery of the 78,020 dwt M/V Synthesea built in 2015 in Japan. The M/V Synthesea was chartered under a 12-month bareboat charter agreement, with a daily charter rate of $8,000 over the period of the bareboat charter, a downpayment of $7.0 million and a purchase option of $17.1 million at the end of the bareboat charter. In aggregate, the acquisition cost for the vessel, following the exercise of the purchase option, was approximately $27.0 million.

On August 9, 2023, we sold the M/T Epanastasea to an unaffiliated third party for a gross sale price of $37.5 million. As part of the sale of the M/T Epanastasea and the acquisition of the M/V Exelixsea, we replaced the collateral under the respective tranche previously secured by the M/T Epanastasea in the August 2022 EnTrust Facility. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources— Loan Arrangements —August 2022 EnTrust Facility”.

On August 29, 2023, we took delivery of the 76,361 dwt M/V Exelixsea built in 2011 in Japan. The M/V Exelixsea was acquired for a gross purchase price of $17.8 million, which was funded by our cash reserves, including the cash-collateralized $15.0 million of the August 2022 EnTrust Facility (as defined in “Item 5. Operating and Financial Review and Prospects”) previously secured by the M/T Epanastasea.

On November 15, 2023, we entered into three separate and identical $10.0 million sale and leaseback agreements for the M/Vs Gloriuship, Goodship and Tradership with affiliates of Huarong Chinese lessor, for the purpose of refinancing the outstanding indebtedness of the respective vessels under the August 2022 EnTrust Facility. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources— Sale and Leaseback Transactions—Huarong Sale and Leaseback”.

43
Table of Contents
On February 22, 2024, we entered into a $13.8 million sale and leaseback agreement with an unaffiliated third party in order to refinance the August 2022 EnTrust Facility secured by the M/V Exelixsea. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources— Sale and Leaseback Transactions—Village Seven Sale and Leaseback”.

On March 6, 2024, we entered into a bareboat charter agreement with an unaffiliated third party for an 82,235 dwt Kamsarmax dry bulk carrier built in 2016 in Japan, which was renamed M/V Nisea. The vessel was delivered to the Company on September 10, 2024, under an 18-month bareboat charter at a daily rate of $8,000, a downpayment of $7.5 million and a purchase option of $16.6 million at the end of the charter period. In aggregate, the acquisition cost for the vessel, following the exercise of the purchase option, was approximately $28.4 million.

On March 27, 2024, the Compensation Committee approved the amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 260,000 common shares to the members of the Company’s board of directors and 75,000 common shares to certain of the Company’s service providers and to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $2.635. On March 27, 2024, 67,000 shares vested, while 100,500 shares vested on September 27, 2024 and 167,500 shares vested on March 27, 2025.

On March 27, 2024, the August 2022 EnTrust Facility was refinanced with the Village Seven Sale and Leaseback. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources— Loan Arrangements —August 2022 EnTrust Facility.”

On July 19, 2024, we sold the M/V Oasea to an unaffiliated third party for a gross sale price of $20.2 million.
 
On July 31, 2024, we entered into shareholder and subscription agreements to acquire a minority stake in RGI Marine Holdings AS (“RGI”), a Norwegian-based company, which participates under a newbuilding contract in the construction of a technically and environmentally advanced Energy Construction Vessel (“ECV”). The ECV is intended to inspect, maintain, and repair offshore energy production infrastructure in both the oil and gas and renewables industries. We initially committed capital of up to €7.8 million, which was scheduled to be called in five separate installments over a period of 33 months, matching the different stages of the ECV’s building process. In October 2025, we provided a short-term (30-day) €2.1 million convertible loan facility to RGI with interest paid in shares. In November 2025 we decided to covert the loan into shares. The conversion was completed in March 2026. On November 21, 2025, we entered into an addendum to the subscription agreement with RGI, whereby United and the minority interest holders of RGI agreed to contribute to RGI an amount of approximately $0.1 million on a pro-rata basis. On February 6, 2026, RGI agreed to sell its entire equity interest in the ECV newbuilding project for approximately €15.5 million, with United expected to receive proceeds of about €13.0 million, realizing a cash profit of approximately €1.7 million from the sale. The buyer made a prepayment of Euro 1.0 million after signing the agreement which is secured by a first priority lien on 3% of the disposal shares.  The transaction is expected to close by May 31, 2026, subject to customary conditions, after which we will no longer retain an equity interest in this project.

On August 1, 2024, we exercised the purchase option and took delivery of the M/V Synthesea, for a price of $17.1 million. The exercise of the purchase option was financed with proceeds from the Onishi Sale and Leaseback, as described herein. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources—Sale and Leaseback Transactions—Onishi Sale and Leaseback”.

On August 21, 2024, we exercised the purchase option and took delivery of the M/V Chrisea, for a price of $12.4 million. The exercise of the purchase option was financed with proceeds from the Sinopac Loan Facility, as described herein. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources— Loan Arrangements —Sinopac Loan Facility”.

44
Table of Contents
On April 7, 2025, the Compensation Committee approved a further amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 275,000 common shares to the members of the Company’s board of directors and 85,000 common shares to certain of the Company’s service providers and to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $1.20. 79,500 shares vested on April 7, 2025, 113,000 shares vested on October 7, 2025 and 167,500 shares  vested on April 7, 2026.

On June 10, 2025, we sold the M/V Gloriuship to an unaffiliated third party for an aggregate net sale price of $14.9 million. In connection with this sale, we exercised the vessel’s purchase option under the Huarong Sale and Leaseback agreement for a price of $7.6 million.

On August 15, 2025, we sold the M/V Tradership to an unaffiliated third party for an aggregate net sale price of $17.6 million. In connection with this sale, we exercised the vessel’s purchase option under the Huarong Sale and Leaseback agreement, for a price of $7.2 million.

On September 16, 2025, we sold the M/V Goodship to an unaffiliated third party for an aggregate net sale price of $15.4 million. In connection with this sale, we exercised the vessel’s purchase option under the Huarong Sale and Leaseback agreement for a price of $7.1 million.

On November 4, 2025, we made a $0.3 million pre-seed investment in a technology platform developing AI-driven software for the ship management industry. The investment aims to support workflow automation and operational efficiency through enhanced vessel–shore communication and data-driven decision-making.

On January 27, 2026, we entered into a definitive agreement with an unaffiliated third party for the sale of our 81,508 dwt Kamsarmax vessel, the 2009-built M/V Cretansea. The vessel is expected to be delivered to its new owners by May 25, 2026. The aggregate net sale price of $14.7 million is expected to generate net cash proceeds of approximately $6.0 million after repayment of the associated debt.

On February 12, 2026, we took delivery of a 2010-built Japanese Capesize dry-bulk vessel of 181,453 dwt, M/V Dukeship, through an 18-month bareboat charter agreement with Seanergy. Pursuant to the terms of the bareboat charter we have advanced a down payment of $5.5 million. The bareboat charter includes a daily charter rate of $9,450 over the charter period and a purchase obligation of $22.1 million at the end of the bareboat charter.

On February 26, 2026, RGI declared and paid a dividend of Euro 0.9 million to all of its shareholders.

On March 9, 2026, the Compensation Committee approved a further amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 500,000 shares, and granted awards under the plan of an aggregate of 340,000 common shares to the members of the Company’s board of directors and 124,000 common shares to certain of the Company’s service providers and to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $2.07. 115,000 shares vested on the date of the issuance, March 9, 2026, 154,000 shares will vest on September 9, 2026, 117,000 shares will vest on April 9, 2027 and 78,000 shares will vest on September 9, 2027.

On March 10, 2026, we declared a regular cash dividend of $0.10 per common share for the fourth quarter of 2025 payable on or about April 10, 2026, to all shareholders of record as of March 27, 2026. With respect to the three preceding fiscal years we have declared 12 consecutive regular cash quarterly dividends in an aggregate amount of $0.74 per common share.
 
On March 10, 2026, we exercised the purchase option and took delivery of the M/V Nisea, for a price of $16.6 million. The exercise of the purchase option was financed with proceeds from the Nisea Huarong Sale and Leaseback, as described herein. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources— Sale and Leasebacks —Nisea Huarong Sale and Leaseback”.

45
Table of Contents
On March 11, 2026, we agreed to main terms with Seanergy, a related party of ours, for the acquisition of M/V Squireship, a 2010-built Capesize bulk carrier constructed in South Korea, for a purchase price of $29.5 million. A special committee of disinterested members of our board of directors negotiated the terms and approved the agreement. The vessel is expected to be delivered to us by mid-June 2026. The acquisition will be financed through a combination of debt financing and proceeds generated from recent asset monetization initiatives, including the proceeds to be received upon our sale of the M/V Cretansea and the divestment of our equity interest in an offshore energy construction vessel project.

B.
Business Overview

We are an international shipping company currently specializing in worldwide seaborne transportation services. We currently operate one Capesize dry bulk vessel, two Kamsarmax dry bulk vessels and three Panamax dry bulk vessels (including one that we have contracted to sell, as described below), with an aggregate cargo-carrying capacity of approximately 577,750 dwt and an age of approximately 13.7 years. In January 2026, we entered into an agreement with an unaffiliated third party for the sale of one of our Kamsarmax vessels, M/V Cretansea, which is scheduled to be delivered to its new owners by May 25, 2026. In March 2026, we agreed to main terms with Seanergy, a related party, for the acquisition of M/V Squireship, a 2010-built Capesize dry bulk vessel, which is expected to be delivered to us by mid-June 2026. Upon the completion of the aforementioned vessel sale and acquisition, our operating fleet will consist of six dry bulk vessels, with an aggregate cargo carrying capacity of 666,260 dwt.

Our Current Fleet

The following table lists the vessel in our fleet as of the date of this annual report:

 
Vessel Name
Year
Built
Dwt
Flag
Yard
Type of Employment
Minimum
Expiration
Maximum
Expiration
Charterer
 
Dukeship(1)
2010
181,453
MI
Sasebo
T/C Index Linked(2)
01/2027
03/2027
Solebay
 
Nisea
2016
82,235
LIB
Oshima
T/C Index Linked(2)
08/2026
10/2026
MOL
 
Cretansea(3)
2009
81,508
MI
Universal
T/C Index Linked(2)
10/2026
02/2027
Glencore
 
Chrisea
2013
78,173
MI
Shin Kurushima
T/C Index Linked(2)
03/2027
07/2027
Cargill
 
Synthesea
2015
78,020
LIB
Sasebo
T/C Index Linked(2)
07/2026
10/2026
NYK
 
Exelixsea
2011
76,361
MI
Oshima
T/C Index Linked(2)
06/2026
09/2026
Enesel

Key to Flags: MI – Marshall Islands, LIB – Liberia

(1)
The vessel is technically and commercially operated by us on the basis of an 18-month bareboat charter-in contract with the owners of the vessel, including a purchase obligation at the end of the bareboat charter.

(2)
The Company has the option to convert the index-linked rate to fixed for periods ranging between 1 month and the remaining period of the employment, based on the prevailing Capesize and Kamsarmax FFA rates for the selected period.

(3)
Vessel contracted to be sold, with expected to be delivered to her new owners by May 25, 2026.

Our Business Strategy

Competitive Strengths

Opportunity for growth. We believe we are well positioned to continue to opportunistically expand and maximize our current fleet due to our competitive cost structure, strong customer relationships and experienced management team.

Demonstrated access to financing. We believe that we are well-placed to take advantage of business opportunities due to Seanergy’s operational platform, which we aim to leverage, along with our management team’s access to financing, as demonstrated through their course in Seanergy. We believe that our ability to access financing will continue to allow us to capture additional market opportunities when they arise.

46
Table of Contents
Experienced management team. Certain officers and directors of Seanergy serve on our board of directors and management team and as such we believe that our management team’s reputation and track record in building shipping fleets provides us with access to attractive acquisition, chartering and vessel-financing opportunities. Our management team has managed to repeatedly source vessel acquisition opportunities in the secondhand market for both ourselves and Seanergy, and then to profitably operate or dispose of such vessels, ensuring solid investment returns.

Strategies

Opportunistic and sector-agnostic vessel acquisition strategy. Shipping markets are divided into various key sectors including the dry bulk, tanker, gas and container markets, with each of them further segregated into sub-sectors. Our aim is to exploit opportunities in any sector and sub-sector that provides an attractive demand and supply profile as well as a positive market outlook in the medium to long-term by acquiring vessels trading on this sector. The decision to enter a new sector is based on robust fundamentals and thoughtful analysis of factors affecting both the demand side and the supply side, while the selection of the target vessel is subject to strict qualitative criteria including the environmental performance and energy efficiency of the acquisition candidates.

Expand our fleet through accretive acquisitions. We intend to grow our current fleet through timely and selective acquisitions of additional vessels at attractive valuations. In evaluating acquisitions, we consider and analyze, among other things, our expectation of fundamental developments in the shipping industry, the level of liquidity in the resale and charter market, the vessel condition and technical specifications, the expected remaining useful life, as well as the overall strategic positioning of our fleet and customers. For vessels acquired with charters attached, we also consider the credit quality of the charterer and the duration and terms of the contracts in place. Based on our management team’s successful track record, commercial expertise and reputation in the marketplace as well as our transparent and public corporate structure, we believe that we are well-positioned to source off-market opportunities to acquire secondhand vessels. As a result, we may be able to acquire vessels on more favorable terms than what would be obtained without access to such opportunities.

Access to attractive chartering opportunities. Our senior management in combination with Fidelity, Seanergy’s commercial manager, has established strong relationships with international miners, charterers and brokers. We believe that these relationships should provide us with access to attractive chartering opportunities. Furthermore, we aim to maintain our fleet at a level that meets or exceeds stringent industry standards as we believe that owning a high quality and well-maintained fleet provides us with a competitive advantage in securing favorable employment.
 
Environmental, Social, Governance, or ESG, Practices: We actively manage a broad range of ESG initiatives, taking into consideration their expected impact on the sustainability of our business over time, and the potential impact of our business on society and the environment. From an environmental perspective, we have adopted advanced voyage optimization platforms and artificial intelligence-assisted remote performance monitoring systems to reduce fuel consumption and enhance operational efficiency. Across the fleet, we have installed Energy Saving Devices (ESDs), such as Variable Frequency Drives (VFDs), and implemented hydrodynamic improvements including Pre-Swirl Stators, Rudder Bulbs, and low-friction hull coatings. To further optimize hull performance, we are piloting high-efficiency silicone hull and propeller coatings supported by Computational Fluid Dynamics (CFD) simulations and hull roughness assessments. In parallel, we have conducted biofuel trials as part of our ongoing assessment of the technical and economic feasibility of alternative marine fuels. All vessels are equipped with Ballast Water Treatment Systems, in accordance with the International Convention for the Control and Management of Ships’ Ballast Water and Sediments (BWM Convention). In addition, we have invested in vessels designed to comply with applicable IMO energy-efficiency requirements, including the EEDI framework for newbuildings, and we continue to assess and implement technical measures supporting compliance with related MARPOL Annex VI efficiency regulations. These initiatives demonstrate our ongoing commitment to investing in practical, performance-based solutions that support regulatory compliance and emissions reduction across our fleet. Additionally, we place strong emphasis on the wellbeing of our workforce through structured training programs and comprehensive health benefits.

Recognizing that nutrition is a key driver of morale and overall wellbeing onboard, United has developed an integrated food-welfare framework, which includes Agwa hydroponic systems for the production of fresh vegetables onboard, DENBA preservation technology to maintain food freshness and quality and Chef Patrick digital support program to enhance galley operations and crew nutrition. Collectively, these initiatives contribute to improve freshness, nutritional value, variety, and inclusivity in daily onboard life, reinforcing our commitment to crew welfare.

As we navigate a dynamic and evolving industry landscape, we remain committed to proactively managing both operational and ESG-related risks. By closely monitoring market developments and continuing to invest in sustainable and people-focused practices, we aim to ensure the long-term resilience and success of our business.

47
Table of Contents
Management of Our Fleet

Master Management Agreement

We have entered into a master management agreement with Seanergy pursuant to which Seanergy (directly or through the Managers) provides us with or arranges on our behalf (through unrelated third parties) administrative, accounting, finance, commercial management, technical management, brokerage and certain other services. Administrative functions that are being performed by Seanergy include but are not limited to investor relations, back-office, reporting, legal and secretarial services. The master management agreement provides for a fixed administration fee of $325 per vessel per day payable to Seanergy. The initial term of our master management agreement with Seanergy expired on December 31, 2024, and, pursuant to its terms, has since been automatically extended for successive 12-month periods. The master management agreement may be terminated immediately only for cause and at any time by either party with three months’ prior notice, and no termination fee will be payable.

Commercial Management

Effective April 1, 2023, United Management Corp. (“United Management”), a wholly-owned subsidiary of the Company, has entered into a services agreement with the Company’s vessel-owning subsidiaries (the “SPVs”) for acting as agent of the SPVs in relation to the vessels’ commercial management services. Pursuant to the services agreement, the SPVs pay to United Management a fee equal to 1.25% of the collected gross freight, demurrage and charter hire for the employment of the vessels, which may be increased to 2% in cases where United Management appoints Fidelity to act solely as the chartering broker.

United Management has sub-contracted certain commercial management services, including postfixture, commercial operation, sale and purchase and bareboat chartering to Seanergy Management. Pursuant to this agreement, each SPV pays to Seanergy Management a commission fee equal to 0.75% of the collected gross hire, freight/ and demurrage and a fee equal to 1% of the contract price of any vessel bought, sold or bareboat chartered by Seanergy Management on United Management’s behalf, except for any vessels bought, sold or bareboat chartered from or to Seanergy, or in respect of any vessel sale relating to a sale and leaseback transaction.

In addition, United Management has entered into a commercial management agreement with Fidelity for, among others, the chartering of our vessels. Pursuant to this agreement, the Company pays to Fidelity a monthly retained fee of $5,000 and each SPV pays to Fidelity a commission fee equal to 0.5% of the collected gross hire, freight and demurrage, which may be increased to 1.25%, in cases where there is no other ship brokerage firm involved in the negotiations, charterparty drafting and final agreement in respect of the employment of the vessels.

Technical Management

We have entered into technical management agreements with Seanergy Shipmanagement for the M/V Synthesea, M/V Chrisea, M/V Nisea, M/V Dukeship, and M/V Cretansea, as well as M/V Gloriuship and M/V Goodship (for which the technical management agreement was terminated upon each vessel’s sale). Seanergy Shipmanagement is responsible for arranging, inter alia, the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling. The technical management agreements with Seanergy Shipmanagement provide for a fixed monthly management fee of $14,000 per vessel. In 2025, we paid Seanergy Shipmanagement a fixed monthly management fee of $14,000 per vessel for the M/V Goodship, M/V Gloriuship, M/V Chrisea, M/V Nisea and M/V Cretansea. In relation to M/V Synthesea, we paid Seanergy Shipmanagement a fixed monthly fee of $14,000 beginning February 2025. Since December 31, 2025, M/V Synthesea, M/V Chrisea, M/V Nisea, M/V Cretansea, and M/V Dukeship as of February 12, 2026, are under technical management agreements with Seanergy Shipmanagement for a fixed management fee of $14,000 per month per vessel.
 
Furthermore, we appointed V.Ships as the technical managers of the M/Vs Tradership (until the vessel’s sale) and M/V Exelixsea. During 2025, V.Ships’ services were provided at a fixed monthly management fee of $10,000 per vessel.  Since January 1, 2026, we pay V.Ships fixed management fees of $11,500 for M/V Exelixsea.

48
Table of Contents
With respect to crewing services, Global Seaways S.A. provide crew management services to the M/Vs Chrisea, Synthesea, Cretansea, Gloriuship (until the vessel’s sale) and Dukeship, since February 12, 2026, at a monthly rate of  between $95 to $120 per crew member. In addition, during 2025 and since January 1, 2026, we pay a monthly fee of $2,300 to V.Ships for the M/V Nisea, while V. Ships was providing crew management services for the M/V Goodship in 2025 and until the vessel’s sale, for a monthly fee of $2,300.

Our vessels or additional vessels that we may acquire in the future may be managed by the Managers or by other unaffiliated management companies, including Fidelity, V.Ships and Global Seaways. These third-party managers will be supervised by the Managers.

Employment of Our Fleet

As of the date of this annual report, all of our vessels are employed under time charters, with charter hire calculated at an index-linked rate based on the BCI and the BPI, respectively. A time charter is generally a contract to provide a ship for a predefined period to the charterer for an agreed daily rate, which can be fixed or index-linked. Spot charter agreements are charter hires, where a contract is made in the spot market for the use of a vessel for a specific voyage at a specified charter rate per ton of cargo. Fluctuations derive from imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes. Vessels operating in the time charter market ensure that there will be employment on the vessel for the defined period, while the index-linked hire rate may enable us to capture increased profit margins during periods of improvements in vessel charter rates. Vessels operating in the spot charter market generate revenues that are less predictable, but can yield increased profit margins during periods of improvements in rates. Spot charters also expose vessel owners to the risk of declining rates and rising fuel costs in case of voyage charters.

The Dry Bulk Shipping Industry

The global dry bulk vessel fleet is divided into four categories based on a vessel’s carrying capacity. These categories are:

Capesize. Capesize vessels have a carrying capacity exceeding 100,000 dwt. A sub-sector of the Capesize category is the Newcastlemax. Only the largest ports around the world possess the infrastructure to accommodate vessels of this size. Capesize vessels are primarily used to transport iron ore or coal and, to a much lesser extent, grains, primarily on long-haul routes.

Panamax/Kamsarmax. Panamax vessels have a carrying capacity of between 60,000 and 100,000 dwt. These vessels are designed to meet the physical restrictions of the Panama Canal locks (hence their name “Panamax” — the largest vessels able to transit the Panama Canal prior to its 2016 expansion, making them more versatile than larger vessels). Subsector of Panamax category is the Kamsarmax segment, a design with maximum LOA (length overall) of about 229 meters that can enter Kamsar Port in the Republic of Guinea. The DWT capacity of Kamsarmax vessels is about 82,000 dwt. These vessels carry coal, grains, and, to a lesser extent, minerals such as bauxite/alumina and phosphate rock.

Handymax/Supramax. Handymax vessels have a carrying capacity of between 30,000 and 60,000 dwt. These vessels operate on a large number of geographically dispersed global trade routes, carrying primarily grains and minor bulks. The standard vessels are usually built with 25-30 ton cargo gear, enabling them to discharge cargo where grabs are required (particularly industrial minerals), and to conduct cargo operations in countries and ports with limited infrastructure. This type of vessel offers good trading flexibility and can, therefore, be used in a wide variety of bulk and neobulk trades, such as steel products. Supramax are a sub-category of this category typically having a cargo carrying capacity of between 50,000 and 60,000 dwt.

Handysize. Handysize vessels have a carrying capacity of up to 30,000 dwt. These vessels almost exclusively carry minor bulk cargo. Increasingly, vessels of this type operate on regional trading routes, and may serve as trans-shipment feeders for larger vessels. Handysize vessels are well suited for small ports with length and draft restrictions. Their cargo gear enables them to service ports lacking the infrastructure for cargo loading and discharging.

The supply of dry bulk vessels is dependent on the delivery of new vessels and the removal of vessels from the global fleet, either through scrapping or loss. The level of scrapping activity is generally a function of scrapping prices in relation to current and prospective charter market conditions, as well as operating, repair and survey costs.

The demand for dry bulk vessel capacity is determined by the underlying demand for commodities transported in dry bulk vessels, which in turn is influenced by trends in the global economy. Demand for dry bulk vessel capacity is also affected by the operating efficiency of the global fleet, with port congestion, which has been a feature of the market since 2004, absorbing tonnage and therefore leading to a tighter balance between supply and demand. In evaluating demand factors for dry bulk vessel capacity, we believe that dry bulk vessels can be the most versatile element of the global shipping fleets in terms of employment alternatives.

49
Table of Contents
Charter Hire Rates

Charter hire rates fluctuate by varying degrees among dry bulk vessel size categories. The volume and pattern of trade in a small number of commodities (major bulks) affect demand for larger vessels. Therefore, charter rates and vessel values of larger vessels often show greater volatility. Conversely, trade in a greater number of commodities (minor bulks) drives demand for smaller dry bulk vessels. Accordingly, charter rates and vessel values for those vessels are subject to less volatility.

Charter hire rates paid for dry bulk vessels are primarily a function of the underlying balance between vessel supply and demand, although at times other factors may play a role. Furthermore, the pattern seen in charter rates is broadly mirrored across the different charter types and the different dry bulk vessel categories. However, because demand for larger dry bulk vessels is affected by the volume and pattern of trade in a relatively small number of commodities, charter hire rates (and vessel values) of larger ships tend to be more volatile than those for smaller vessels.

In the time charter market, rates vary depending on the length of the charter period and vessel specific factors such as age, speed and fuel consumption.

In the voyage charter market, rates are influenced by cargo size, commodity, port dues and canal transit fees, as well as commencement and termination regions. In general, a larger cargo size is quoted at a lower rate per ton than a smaller cargo size. Routes with costly ports or canals generally command higher rates than routes with low port dues and no canals to transit. Voyages with a load port within a region that includes ports where vessels usually discharge cargo or a discharge port within a region with ports where vessels load cargo also are generally quoted at lower rates, because such voyages generally increase vessel utilization by reducing the unloaded portion (or ballast leg) that is included in the calculation of the return charter to a loading area.

In pool arrangements, vessels are pooled together with a group of other similar vessels for economies of scale and the earnings are pooled and distributed to the vessel owners according to a prearranged agreement. Vessels in pool arrangements can be employed in either the time charter market or the spot charter market.

Within the dry bulk shipping industry, the charter hire rate references most likely to be monitored are the freight rate indices issued by the Baltic Exchange. These references are based on actual charter hire rates under charters entered into by market participants as well as daily assessments provided to the Baltic Exchange by a panel of major shipbrokers.

Vessel Prices

The prices of dry bulk vessels continued their increasing course that started in 2021 through the first half of 2022 benefiting from the increased ton-mile following Russia’s invasion in Ukraine, however this trend reversed in the second half of 2022 as a result of the decreased demand due to the fears of a recession in the global economy and extensive Covid-19 related lockdowns in China. In the first half of 2023, the prices of dry bulk vessels stabilized and gradually started to increase following China’s decision to rescind its zero-Covid policy and some signs of slowing inflation due to the coordinated action of central banks. However, in the second half, prices lost some momentum given the increased effective vessel supply and the slower than anticipated freight market recovery. Price declines were observed until the fourth quarter of 2023 when values rebounded once again on the back of stronger demand and soaring freight rates. In 2024, dry bulk vessel prices experienced a significant upswing due to resilient ton-mile demand and limited effective supply, even as part of this price rise retraced in the second half of the year. In 2025, during the first half of the year, values showed moderate recovery supported by improved commodity trade flows, particularly in iron ore and coal, alongside continued inefficiencies in vessel supply stemming from environmental regulations and slow steaming practices. However, this upward trend was intermittently challenged by geopolitical uncertainties affecting the maritime transportation, especially the imposition of tariffs and port fees between US and other countries. As the year progressed, second-hand prices remained relatively firm but lacked the strong momentum of previous years, as cautious sentiment among buyers and a gradual normalization of freight rates weighed on asset appreciation. In the first months of 2026, dry bulk vessel prices have risen appreciably higher than the price range established in 2024 and 2025. This has been underpinned by multiple factors, including the continued healthy balance between supply and demand, a low orderbook, fading macroeconomic uncertainty related to the effect of tariffs and a depreciating US dollar. Nevertheless, market participants remain vigilant of potential downside risks, including macroeconomic uncertainty, evolving trade patterns, and geopolitical developments that could impact commodity flows and overall shipping demand. In summary, even as high volatility in vessel prices is a regular feature of the dry bulk market it is worth mentioning that since 2021 prices have been on a rising long-term trend.
 
50
Table of Contents
Competition

We operate in markets that are highly competitive and based primarily on supply and demand. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on its reputation. Our commercial manager negotiates the terms of our charters (whether voyage charters, period time charters, bareboat charters or pools) based on market conditions. We currently compete primarily with other owners of dry bulk vessels, many of which may have more resources than us and may operate vessels that are newer, and therefore more attractive to charterers than vessels we may operate. Ownership of dry bulk vessels is highly fragmented and is divided among publicly listed companies, state-controlled companies and independent vessel owners.

Customers

Our customers include regional and international companies. For the year ended December 31, 2023, five of our charterers accounted for 77% of our revenues. For the year ended December 31, 2024, three of our charterers accounted for 68% of our revenues. For the year ended December 31, 2025, five of our charterers accounted for 84% of our revenues.

Seasonality

Coal, iron ore and grains, which are the major bulks of the dry bulk shipping industry, are somewhat seasonal in nature. The energy markets primarily affect the demand for coal, with increases during hot summer periods when air conditioning and refrigeration require more electricity and towards the end of the calendar year in anticipation of the forthcoming winter period. The demand for iron ore tends to decline in the summer months because many of the major steel users, such as automobile makers, reduce their level of production significantly during the summer holidays. Grain trades are seasonal as they are driven by the harvest within a climate zone. Because three of the five largest grain producers (the United States of America, Canada and the European Union) are located in the northern hemisphere and the other two (Argentina and Australia) are located in the southern hemisphere, harvests occur throughout the year and grains transportation requires dry bulk shipping accordingly.

Environmental and Other Regulations

Government regulation and laws significantly affect the ownership and operation of our fleet. We are subject to international conventions and treaties, national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures.

A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (applicable national authorities such as the USCG harbor master or equivalent), classification societies, flag state administrations (countries of registry), terminal operators and charterers. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels.

Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

51
Table of Contents
International Maritime Organization

The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels, has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, the International Convention for the Safety of Life at Sea of 1974, or SOLAS Convention, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, and the International Convention on Load Lines of 1966, or LL Convention. MARPOL establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, the handling and disposal of noxious liquids and the handling of harmful substances in packaged forms. MARPOL is applicable to dry bulk, tanker and LNG carriers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was separately adopted by the IMO in September of 1997.

In 2013, the IMO’s Marine Environmental Protection Committee, or the MEPC, adopted a resolution amending MARPOL Annex I Condition Assessment Scheme, or CAS. These amendments became effective on October 1, 2014 and require compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or ESP Code, which provides for enhanced inspection programs. On July 1, 2024, amendments to the ESP Code became effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers. We may need to make certain financial expenditures to comply with these amendments.

Air Emissions

The IMO’s Annex VI to MARPOL addresses air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as explained below. Emissions of “volatile organic compounds” from certain vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or PCBs) are also prohibited. We believe that our vessels are currently compliant in all material respects with these regulations.

MEPC’s amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. Effective January 1, 2020, there has been a global limit of 0.5% m/m sulfur oxide emissions (reduced from 3.50%). This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems. Ships are required to obtain bunker delivery notes and International Air Pollution Prevention, or IAPP, Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships became effective on March 1, 2020. Additional amendments to Annex VI revising, among other terms, the definition of “Sulphur content of fuel oil” and “low-flashpoint fuel” and pertaining to the sampling and testing of onboard fuel oil, became effective in April 2022. Additional amendments to Annex VI, requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, became effective May 1, 2024. Additional amendments intended to prevent the supply of oil fuel not complying with SOLAS flashpoint requirements and adding new definitions regarding probability of ignition became effective January 1, 2026. These regulations subject ocean-going vessels to stringent emissions controls and may cause us to incur substantial costs.

MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of black carbon emissions from ships when operating in or near the Arctic.

52
Table of Contents
Sulfur content standards are even stricter within certain “Emission Control Areas,” or ECAs. As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1%. Amended Annex VI establishes procedures for designating new ECAs. Currently, the ECAs include specified portions of the Baltic Sea area, North Sea area, North American area and United States Caribbean Sea area. The Mediterranean Sea became an ECA on May 1, 2024, and compliance obligations began on May 1, 2025. MEPC 82 adopted additional amendments to Annex VI designating the Canadian Arctic and the Norwegian Sea as ECAs, which entered into force on March 1, 2026. Ocean-going vessels in these areas are subject to stringent emission controls and may cause us to incur additional costs. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency, or EPA, or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.

MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reduction measure, including attained EEXI, CII and rating values to the IMO DCS, became effective May 1, 2024. MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships with enhanced targets to mitigate harmful emissions. The initial strategy identifies levels of ambition to reducing gas emissions. In April 2025, the IMO net-zero framework was approved by MEPC 83, including the new fuel standard for ships and a global pricing mechanism for emissions. These regulations were approved as amendments and submitted for adoption as legally binding, but in October 2025 the MEPC agreed to adjourn the meeting on adoption until 2026.

Amended Annex VI also established new tiers of stringent nitrogen oxide, or NOx, emissions standards for marine diesel engines, depending on their date of installation. Now Annex VI provides for a three-tier reduction in NOx emissions from marine diesel engines, with the final tier (or Tier III) to apply to engines installed on vessels constructed on or after January 1, 2016 and which operate in the North American ECA or the U.S. Caribbean Sea ECA as well as ECAs designated in the future by the IMO. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built after January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009. Effective March 1, 2026, Norwegian Sea and Canadian Artic NOx ECAs were established, requiring ships operating in these areas to also comply with Tier III NOx emission standards. Additionally, amendments to Annex II, which strengthen discharge requirements for cargo residues and tank washings in specified sea areas (including North West European waters, Baltic Sea area, Western European waters and Norwegian Sea), came into effect in January 2021.

Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019. The IMO used such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below. Amendments to Annex VI requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, became effective May 1, 2024. Additional amendments intended to prevent the supply of foil oil not complying with flashpoint requirements and adding new definitions regarding probability of ignition became effective January 1, 2026.

MARPOL mandates certain measures relating to energy efficiency for ships. All ships are now required to develop and implement Ship Energy Efficiency Management Plans, or SEEMPS, and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index, or EEDI. MEPC 81 adopted amendments to the guidelines for the development of SEEMPs, including the methodology for collecting data. These amendments went into effect August 1, 2025.

We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations, including those from states of the United States, may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.

53
Table of Contents
Safety Management System Requirements

The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills. The Convention of Limitation of Liability for Maritime Claims, or the LLMC, sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We believe that our vessels are in substantial compliance with SOLAS and LLMC standards.

Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, our operations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that we and our technical management team have developed for compliance with the ISM Code. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel’s management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code.  We have obtained applicable documents of compliance for our offices and safety management certificates for all of our vessels for which the certificates are required by the IMO. The document of compliance and safety management certificate are renewed as required.

Effective July 1, 2024, amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, 2011 became effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers.

Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code, or IMDG Code. Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods, and (3) new mandatory training requirements. Amendments to the IMDG Code relating to segregation requirements for certain substances, and classification and transport of carbon, following incidents involving the spontaneous ignition of charcoal, came into effect in June 2022. Updates to the IMDG Code, in line with the updates to the United Nations Recommendations on the Transport of Dangerous Goods, which set the recommendations for all transport modes, became effective January 1, 2024. Effective July 1, 2024, amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, 2011 became effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers. In May 2024, the latest IMDG Code amendment was adopted, covering additional provisions for ships carrying dangerous goods. The amendments became effective January 1, 2026.

Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with regulation SOLAS II-2/4.2.1, became effective January 1, 2026.

Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity, and stability to minimize risk of loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, and from July 1, 2016 with respect to new oil tankers and bulk carriers. Regulation II-1/3-10 requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers, or GBS Standards.

54
Table of Contents
The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW. As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.

Actions by the IMO’s Maritime Safety Committee and United States agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, effective January 2021, cyber-risk management systems must be incorporated by shipowners and managers. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The impact of such regulations is hard to predict at this time.

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, in 2004. The BWM Convention entered into force globally on September 9, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate.

Specifically, ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in open seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. For most ships, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Ballast Water Management systems (or BWMS), which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the Ballast Water, must be approved in accordance with IMO Guidelines (Regulation D-3). Pursuant to the BWM Convention amendments that entered into force in October 2019, BWMS installed on or after October 28, 2020 shall be approved in accordance with BWMS Code, while BWMS installed before October 23, 2020 must be approved taking into account guidelines developed by the IMO or the BWMS Code. Costs of compliance with these regulations may be substantial. The cost of compliance could increase for ocean carriers and may have a material effect on our operations. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. Amendments to the BWM Convention concerning commissioning testing of BWMS became effective in June 2022. Additional amendments to the BWM Convention, concerning the form of the Ballast Water Record Book, entered into force on February 1, 2025.

The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, to impose strict liability on ship owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions such as the United States where the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.

55
Table of Contents
Anti-Fouling Requirements

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships (the “Anti-fouling Convention”), which entered into force in September 2008, and prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages are required to undergo an initial survey before the vessel is put into service or before an International Anti-fouling System Certificate is issued for the first time; and subsequent surveys when the anti-fouling systems are altered or replaced. In 2023, amendments to the Anti-fouling Convention came into effect which include controls on the biocide cybutryne; ships shall not apply or re-apply anti-fouling systems containing this substance from January 1, 2023. We have obtained Anti-fouling System Certificates for our vessels that are subject to the Anti-fouling Convention.

Compliance Enforcement

Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The USCG and European Union authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and European Union ports, respectively. As of the date of this annual report, each of our vessels is ISM Code certified. However, there can be no assurance that such certificates will be maintained in the future. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

United States Regulations

The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act

The U.S. Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills. OPA affects all “owners and operators” whose vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.’s territorial sea and its 200 nautical mile exclusive economic zone around the U.S. The U.S. has also enacted the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third-party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel). OPA defines these other damages broadly to include:

  (i)
injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

  (ii)
injury to, or economic losses resulting from, the destruction of real and personal property;

  (iii)
loss of subsistence use of natural resources that are injured, destroyed or lost;

  (iv)
net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

  (v)
lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

  (vi)
net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

56
Table of Contents
OPA contains statutory caps on liability and damages; such caps do not apply to direct clean-up costs. Effective March 2023, the USCG adjusted the limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation). These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party’s gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.
 
CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for clean-up, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third-party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG’s financial responsibility regulations by providing applicable certificates of financial responsibility.

The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling, and a pilot inspection program for offshore facilities. However, several of these initiatives and regulations have been or may be revised. For example, the U.S. Bureau of Safety and Environmental Enforcement’s, or BSEE, revised Production Safety Systems Rule, or PSSR, effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Compliance with any new requirements of OPA and other environmental laws, and future legislation or regulations applicable to the operation of our vessels could negatively impact the cost of our operations and adversely affect our business.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills. Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws. The Company intends to comply with all applicable state regulations in the ports where the Company’s vessels call.

We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, that could have an adverse effect on our business and results of operation.

57
Table of Contents
Other United States Environmental Initiatives

The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990), or CAA, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. The CAA requires states to adopt State Implementation Plans, or SIPs, some of which regulate emissions resulting from vessel loading and unloading operations which may affect our vessels.

The CWA prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States,” or WOTUS, thereby expanding federal authority under the CWA. In August 2023, the EPA and Department of the Army issued a final rule to amend the revised WOTUS definition to conform the definition of WOTUS to the U.S. Supreme Court’s interpretation of the Clean Water Act in its decision dated May 25, 2023. The final rule became effective September 8, 2023 and operates to limit the Clean Water Act. On March 12, 2025, the EPA announced it would work with the U.S. Army Corp of Engineers to review the definition of WOTUS and undertake a rulemaking process to revise the definition of WOTUS. The EPA and Army Corp proposed a new definition of WOTUS in November 2025 and public comments closed on January 5, 2026. The comments received will be reviewed while a final rule is developed.

The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. Waters. The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018, and requires that the USCG develop implementation, compliance, and enforcement regulations regarding ballast water. On October 26, 2020, the EPA published a Notice of Proposed rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA, and in November 2020, held virtual public meetings. On October 18, 2023, the EPA published a Supplemental Notice to the Vessel Incidental Discharge National Standards of Performance, which shares new ballast water information that the EPA received from the USCG.

On September 20, 2024, the EPA finalized national standards of performance for non-recreational vessels 79-feet in length and longer with respect to incidental discharges and on October 9, 2024, these Vessel Incidental Discharge National Standards of Performance were published. Within two years of publication, the USCG is required to develop corresponding implementation regulations. Until such regulations are final, effective, and enforceable, vessels will continue to be subject to the VGP 2013 requirements and USCG ballast water regulations, including USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters. Several U.S. states have added specific requirements to the Vessel General Permit and, in some cases, may require vessels to install ballast water treatment technology to meet biological performance standards. In addition, several U.S. states have added specific requirements to the VGP, including submission of a Notice of Intent, or NOI, or retention of a PARI form and submission of annual reports. Any upcoming rule changes may have a financial impact on our vessels and may result in our vessels being banned from calling in the U.S. in case compliance issues arise.

58
Table of Contents
European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety or that of the ship is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the European Parliament and of the Council of April 29, 2015 (amended by Regulation (EU) 2016/2071 with respect to methods of calculating, inter alia, emission and consumption) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses. As of January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information. The system entered into force on March 1, 2018. July 2020 saw the European Parliament’s Committee on Environment, Public Health and Food Safety vote in favor of the inclusion of vessels of 5,000 gross tons and above in the EU Emissions Trading System (in addition to voting for a revision to the monitoring, reporting and verification of CO2 emissions). In September 2020, the European Parliament adopted the proposal from the European Commission to amend the regulation on monitoring carbon dioxide emissions from maritime transport.

On July 14, 2021, the European Commission published a package of draft proposals as part of its ‘Fit for 55’ environmental legislative agenda and as part of the wider EU Green Deal growth strategy (the “Proposals”). There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions trading scheme for the maritime sector (ETS) which commenced in 2024 and which applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU draft regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ beginning June 30, 2026 as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth. ETS was agreed in December 2022 and FuelEU was passed into law on July 25, 2023 and entered into force on January 1, 2025. More specifically, ETS is to apply gradually over the period from 2024 to 2026. In 2025 shipping companies would have to surrender 40% of ETS allowances for 2024 emissions; in 2026 shipping companies would have to surrender 70% of ETS allowances for the 2025 emissions and 100% in 2027 for 2026 emissions. The cap under the ETS would be set by taking into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from year 2021 and is to capture 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports; and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU). More recent proposed amendments signal that 100% of non-EU emissions may be caught if the IMO does not introduce a global market-based measure by 2028. All maritime allowances will be auctioned and there will be no free allocation for the shipping sector. From a risk management perspective, new systems, including, personnel, data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures must be kept in place, at significant cost, to continue managing the administrative aspect of ETS compliance.

Additionally, on July 25, 2023, the European Council of the European Union adopted the FuelEU under the FuelEU Initiative of its “Fit-for-55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels. Among other things, the Maritime Fuel Regulation requires that greenhouse gas intensity of fuel used by covered vessels is reduced by 2% starting January 1, 2025, with additional reductions contemplated every five years (up to 80% by 2050). Shipping companies may enter into pooling mechanisms with other shipping companies in order to achieve compliance, bank surplus emissions and borrow compliance balances from future years.  A FuelEU Document of Compliance is required to be kept on board a vessel to show compliance by June 30, 2026. Both the ETS and FuelEU schemes have significant impacts on the management of the vessels calling to EU ports, by increasing the complexity and monitoring of, and costs associated with the operation of vessels and affecting the relationships with our time charterers.

59
Table of Contents
Responsible recycling and scrapping of ships are becoming increasingly important issues for shipowners and charterers alike as the industry strives to replace old ships with cleaner, more energy efficient models. The recognition of the need to impose recycling obligations on the shipping industry is not new. In 2009, the IMO oversaw the creation of the Hong Kong Ship Recycling Convention (the “Hong Kong Convention”), which sets standards for ship recycling. Concerned at the lack of progress in satisfying the conditions needed to bring the Hong Kong Convention into force, the EU published its own Ship Recycling Regulation 1257/2013 (SRR) in 2013, with a view to facilitating early ratification of the Hong Kong Convention both within the EU and in other countries outside the EU. The 2013 regulations are vital to responsible ship recycling in the EU. SRR requires that, from 31 December 2020, all existing ships sailing under the flag of EU member states and non-EU flagged ships calling at an EU port or anchorage must carry on-board an Inventory of Hazardous Materials (IHM) with a certificate or statement of compliance, as appropriate. For EU-flagged vessels, a certificate (either an Inventory Certificate or Ready for Recycling Certificate) will be necessary, while non-EU flagged vessels will need a Statement of Compliance. Now that the Hong Kong Convention has been ratified and entered into force on June 26, 2025, it is expected the EU Ship Recycling Regulation will be reviewed in light of this.

The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained. The European Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. Since January 1, 2015, vessels have been required to burn fuel with sulfur content not exceeding 0.1% while within EU member states’ territorial seas, exclusive economic zones and pollution control zones that are included in “SOx Emission Control Areas.” EU Directive (EU) 2016/802 establishes limits on the maximum sulfur content of gas oils and heavy fuel oil and contains fuel-specific requirements for ships calling at EU ports.

EU Directive 2004/35/CE (as amended) regarding the prevention and remedying of environmental damage addresses liability for environmental damage (including damage to water, land, protected species and habitats) on the basis of the “polluter pays” principle. Operators whose activities caused the environmental damage are liable for the damage (subject to certain exceptions). With regard to specified activities causing environmental damage, operators are strictly liable. The directive applies where damage has already occurred and where there is an imminent threat of damage. The directive requires preventative and remedial actions, and that operators report environmental damage or an imminent threat of such damage.

International Labor Organization

The International Labor Organization, or the ILO, is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006, or MLC 2006. A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. We believe that our vessels are in substantial compliance with and are certified to meet MLC 2006.

Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (this task having been delegated to the IMO), which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. In January 2025, President Trump signed an executive order to start the process of withdrawing the United States from the Paris Agreement; the withdrawal took effect on January 27, 2026.

60
Table of Contents
At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved. In accordance with this roadmap, and as detailed above, pursuant to MPC 80, in July 2023, IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which identifies a number of “levels of ambition”, including (1) decreasing the carbon intensity from ships through the implementation of further phases of EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, and (3) pursuing net-zero GHG emission by or around 2050. The IMO net-zero framework was approved by MEPC 83, including the new fuel standard for ships and a global pricing mechanism for emissions. These measures were submitted for adoption as legally binding, but in October 2025 the MEPC agreed to adjourn the meeting on adoption until 2026. These regulations could cause us to incur additional substantial expenses.

At MEPC 70 in October 2016, a mandatory data collection system (DCS) was adopted which requires ships above 5,000 gross tons to report consumption data for fuel oil, hours under way and distance travelled. Unlike the EU MRV (see below), the IMO DCS covers any maritime activity carried out by ships, including dredging, pipeline laying, ice-breaking, fish-catching and off-shore installations. The SEEMPs of all ships covered by the IMO DCS must include a description of the methodology for data collection and reporting. After each calendar year, the aggregated data are reported to the flag state. If the data have been reported in accordance with the requirements, the flag state issues a statement of compliance to the ship. Flag states subsequently transfer this data to an IMO ship fuel oil consumption database, which is part of the Global Integrated Shipping Information System (GISIS) platform. IMO will then produce annual reports, summarizing the data collected. Thus, currently, data related to the GHG emissions of ships above 5,000 gross tons calling at ports in the European Economic Area (EEA) must be reported in two separate, but largely overlapping, systems: the EU MRV – which applies since 2018 – and the IMO DCS – which applies since 2019. The proposed revision of Regulation (EU) 2015/757 adopted on 4 February 2019 aims to align and facilitate the simultaneous implementation of the two systems however it is still not clear when the proposal will be adopted.

IMO’s MEPC 76 adopted amendments to MAPROL Annex VI that will require ships to reduce their greenhouse gas emissions. Effective from January 1, 2023, the Revised MARPOL Annex VI includes carbon intensity measures (requirements for ships to calculate their Energy Efficiency Existing Ship Index (EEXI) following technical means to improve their energy efficiency and to establish their annual operational carbon intensity indicator and rating). MEPC 76 also adopted guidelines to support implementation of the amendments.

In 2021, the EU adopted a European Climate Law (Regulation (EU) 2021/1119), establishing the aim of reaching net zero greenhouse gas emissions in the EU by 2050, with an intermediate target of reducing greenhouse gas emissions by at least 55% by 2030, compared to 1990 levels. In July 2021, the European Commission launched the “Fit for 55” (described above) to support the climate policy agenda. As of January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information.

In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources. The EPA or individual U.S. states could enact environmental regulations that could negatively affect our operations. On November 2, 2021, the EPA issued a proposed rule under the CAA designed to reduce methane emissions from oil and gas sources. In November 2022, the EPA issued a supplemental proposal that would achieve more comprehensive emissions reductions and add proposed requirements for sources not previously covered. The EPA held a public hearing in January 2023 on the proposal and, in December 2023, the EPA announced a final rule to reduce methane and other air pollutants from the oil and natural gas industry, which was published on March 8, 2024. The rule includes “Emissions Guidelines” for states to follow as they develop plans to limit methane emissions from existing sources.

Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or certain weather events.

61
Table of Contents
Vessel Security Regulations

Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S. Maritime Transportation Security Act of 2002, or MTSA. To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.

Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facilities Security Code, or the ISPS Code. The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC. The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements.

The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant negative financial impact on us. We intend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code.

The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly and negatively affect our business. Costs may be incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard.

European mandatory non-financial reporting regulations

On November 10, 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive (“CSRD”). EU member states have 18 months from July 6, 2024, to integrate it into national law. The CSRD will create new, detailed sustainability reporting requirements and will significantly expand the number of EU and non-EU companies subject to the EU sustainability reporting framework. The required disclosures will go beyond environmental and climate change reporting to include social and governance matters (for example, respect for employee and human rights, anti-corruption and bribery, corporate governance and diversity and inclusion). In addition, it will require disclosure regarding the due diligence processes implemented by a company in relation to sustainability matters and the actual and potential adverse sustainability impacts of an in-scope company’s operations and value chain. The CSRD began to apply on a phased basis starting from financial year 2024 through to 2028, applicable to large EU and non-EU undertakings with substantial presence in the EU, subject to certain financial and employee thresholds being met. New systems, including personnel, data management systems and reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of CSRD compliance. We note that following the publication of the Omnibus package of proposals on February 26, 2025 which are designed to simplify EU regulations and cut red tape, the application of all reporting requirements in the CSRD for companies that are due to report in 2026 and 2027 is postponed to 2028 (in respect of the 2027 financial year). The Omnibus package was approved by the EU Parliament on December 16, 2025 and will simplify compliance for small and medium-sized entities and all companies with up to 1,000 employees and less than 450 million turnover will be outside the scope of the CSRD. For the companies that are in scope, the Commission will adopt a delegated act to revise and simplify the existing sustainability reporting standards (ESRS). The CSRD will now apply to (a) EU undertakings and non-EU issuers, who on an individual or group basis, have more than €450 million net turnover and more than 1,000 employees on average during the financial year; and (b) non-EU ultimate parent undertakings that have more than €450 million net turnover generated in the EU (individually or on a consolidated basis) for each of their last two consecutive financial years; and an EU subsidiary or a branch in the EU with more than €200 million net turnover in the preceding financial year. New systems, personnel, data management systems and reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of CSRD compliance.
 
62
Table of Contents
A new Corporate Sustainability Due Diligence Directive (“CSDDD”) was also adopted on July 25, 2024 as part of the Fit for 55 Package and establishes a corporate due diligence duty. CSDDD was to apply to large companies with more than 1,000 employees and the turnover threshold €450 million. However, following the approval of the Omnibus agreement on December, 16, 2025, CSDDD is now expected to apply from July 26, 2029 and the thresholds have now been revised to only apply to (a) EU undertakings that have or—if they are an ultimate parent undertaking, their group—has more than €1.5 billion net turnover, and more than 5,000 employees on average during the financial year; and (b) non-EU undertakings that have or—if they are an ultimate parent undertaking, their group—has more than €1.5 billion net turnover generated in the EU. The aim of CSDDD is to foster sustainable and responsible corporate behavior and to anchor human rights and environmental considerations in companies’ operations and corporate governance. The new rules endeavor to ensure that businesses address adverse impacts of their actions, including in their value chains inside and outside Europe. New systems, personnel, data management systems and reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of CSDDD compliance.
 
Inspection by Classification Societies

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified “in class” by a classification society which is a member of the International Association of Classification Societies, the IACS. The IACS has adopted harmonized Common Structural Rules, or the Rules, which apply to oil tankers and bulk carriers constructed on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. All of our vessels are certified as being “in class” by all the applicable Classification Societies (e.g., American Bureau of Shipping, DNV, Lloyd’s Register of Shipping, Bureau Veritas, NKK , RINA).

A vessel must undergo annual surveys, intermediate surveys, dry-dockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel above 15 years of age is also required to be drydocked every 30 to 36 months for inspection of the underwater parts of the vessel. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon shipowners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. We carry insurance coverage as customary in the shipping industry. However, not all risks can be insured, specific claims may be rejected and we might not be always able to obtain adequate insurance coverage at reasonable rates.

63
Table of Contents
Hull & Machinery and War Risks Insurances

We maintain marine hull and machinery and war risks insurances, which include the risk of actual or constructive total loss, for our vessel. Each of our vessels is covered up to at least its fair market value with deductibles ranging between $125,000 and $150,000 per incident. We also maintain increased value coverage for our vessels. Under this increased value coverage, in the event of total loss of a vessel, we will be able to recover the sum insured under the increased value policy in addition to the sum insured under the hull and machinery policy. Increased value insurance also covers excess liabilities which are not recoverable under our hull and machinery policy by reason of under insurance.

Protection and Indemnity Insurance

Protection and indemnity insurance, provided by mutual protection and indemnity associations, or P&I Associations, covers our third-party liabilities in connection with our shipping activities. This includes related expenses of injury, illness or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property such as fixed and floating objects, pollution arising from oil or other substances, salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or “clubs.”

Our coverage limit is as per the International Group’s rules, where there are standard sub-limits for oil pollution at $1 billion, passenger liability at $2 billion and seamen liabilities at $3 billion. The 12 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities in excess of each association’s own retention of $10.0 million up to, currently, approximately $8.9 billion. As a member of P&I Associations, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group.

Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel’s crew and the age of a vessel. We believe that we have obtained all permits, licenses and certificates currently required to permit our vessels to operate as planned. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business in the future.

C.
Organizational Structure

We are a Marshall Islands corporation. Our significant wholly owned subsidiaries as of December 31, 2025 are listed in Exhibit 8.1 to this annual report on Form 20-F.

D.
Property, Plants and Equipment

We do not own any real estate property. We maintain our principal executive offices at 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece. Other than our vessels, we do not have any material property. See “Item 4.B. Business Overview–Our Current Fleet.”

ITEM 4A.
UNRESOLVED STAFF COMMENTS

None.

64
Table of Contents
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of the results of our operations and our financial condition should be read in conjunction with the financial statements and the notes to those statements included in “Item 18. Financial Statements.”

This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth in “Item 3. Key Information–D. Risk Factors.”

A.
Operating Results

Principal Factors Affecting Our Business

The principal factors that affect our financial position, results of operations and cash flows include the following:


 •
number of vessels owned and operated;


•
voyage charter rates;


•
time charter trip rates;


•
period time charter rates;


•
the nature and duration of our voyage charters;


•
vessels repositioning;


•
vessel operating expenses and direct voyage costs;


•
maintenance and upgrade work;


•
the age, condition and specifications of our vessels;


•
issuance of our common shares and other securities;


•
amount of debt obligations; and


•
financing costs related to debt obligations.

We are also affected by the types of charters we enter into. Vessels operating on period time charters and bareboat time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot charter market, either on trip time charters or voyage charters, during periods characterized by favorable market conditions.

Vessels operating in the spot charter market or on index-linked time charters generate revenues that are less predictable, but can yield increased profit margins during periods of improvements in dry bulk rates. Spot charters also expose vessel-owners to the risk of declining dry bulk rates and rising fuel costs in case of voyage charters.

Critical Accounting Policies

Critical accounting policies are those that are both most important to the portrayal of the company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. We have described in “Item 5. Operating and Financial Review and Prospects – E. Critical Accounting Estimates” our critical accounting policies, because they potentially result in material different results under different assumptions and conditions. For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report.

65
Table of Contents
Results of Operations

Year ended December 31, 2025 as compared to year ended December 31, 2024

               
Change
  
   
Year ended
    
Year ended
              
 
  
December 31,
2025
    
December 31,
2024
    
Amount
    
%
  
Revenues:
                        
Vessel revenue, net
    
37,785
      
45,439
      
(7,654
)
    
(17
)%
 
                                
Expenses:
                                
Voyage expenses
    
(5,066
)
    
(1,771
)
    
(3,295
)
    
186
%
Vessel operating expenses
    
(15,655
)
    
(19,745
)
    
4,090
      
(21
)%
Management fees-related party
    
(1,661
)
    
(1,741
)
    
80
      
(5
)%
Management fees
    
(367
)
    
(522
)
    
155
      
(30
)%
General and administration expenses
    
(4,306
)
    
(4,010
)
    
(296
)
    
7
%
Depreciation and amortization
    
(10,816
)
    
(13,430
)
    
2,614
      
(19
)%
Impairment loss
    
(2,142
)
    
(828
)
    
(1,314
)
    
159
%
Gain on sale of vessel, net
    
1,773
      
1,426
      
347
      
24
%
Operating (loss) / income
    
(455
)
    
4,818
      
(5,273
)
    
(109
)%
Other income / (expenses), net:
                                
Interest and finance costs
    
(6,373
)
    
(8,416
)
    
2,043
      
(24
)%
Interest and finance costs-related party
    
(48
)
    
-
      
(48
)
    
-
  
Interest income
    
218
      
314
      
(96
)
    
(31
)%
Loss on equity method investment
    
(86
)
    
(142
)
    
56
      
(39
)%
Loss on extinguishment of debt
    
(640
)
    
(397
)
    
(243
)
    
61
%
Other income
    
151
      
311
      
(160
)
    
(51
)%
Gain on acquisition of RGI
    
1,268
      
-
      
1,268
      
-
  
Foreign currency exchange (losses) / gain, net
    
(249
)
    
129
      
(378
)
    
(293
)%
Total other expenses, net:
    
(5,759
)
    
(8,201
)
    
2,442
      
(30
)%
Net loss
    
(6,214
)
    
(3,383
)
    
(2,831
)
    
84
%
Net loss attributable to common stockholders
    
(6,188
)
    
(3,383
)
    
(2,805
)
    
83
%
 
                                
Net loss per common share
                                
Basic and Diluted
    
(0.70
)
    
(0.39
)
                
Weighted average number of common shares Outstanding
                                
Basic and Diluted
    
8,866,523
      
8,711,951
                  

Vessel Revenue, Net – Vessel revenue, net decreased by $7.7 million or 17% in 2025 and is mainly attributable to the decrease in the size of our fleet resulting to a decrease of operating days from 2,778 days in 2024 to 2,412 days in 2025. This decrease was also attributed to a decrease in charter rates. Our time charter equivalent rate for 2025 was 14% lower than that of 2024. Please see the reconciliation of TCE rate (a non-GAAP measure) to net revenues from vessels, the most directly comparable U.S. GAAP measure in “Item 5. Operating and Financial Review and Prospects – D. Trend Information – Key Performance Indicators”.

Voyage Expenses – Voyage expenses amounted to $5.1 million in 2025 and $1.8 million in 2024. The increase is primarily attributed to the 165 operating days that our fleet was chartered in the spot market in 2025 compared to NIL days in 2024, for which voyage expenses are borne by the owners.

66
Table of Contents
Vessel Operating Expenses – Vessel operating expenses amounted to $15.7 million in 2025 and $19.7 million in 2024. The decrease is primarily attributable to the decrease in ownership days from 2,875 ownership days in 2024 to 2,470 ownership days in 2025 as a result of the decrease in the size of our fleet in 2025 and to the decrease in daily operating expenses from $6,616 in 2024 to $6,338 in 2025. Please see the calculation of daily operating expenses (a non-GAAP metric) “Item 5. Operating and Financial Review and Prospects – D. Trend Information – Key Performance Indicators”.
 
Management Fees – related party – Management fees to related party amounted to $1.7 million in 2025 and $1.7 million in 2024.

Management Fees – Management fees amounted to $0.4 million in 2025 and $0.5 million in 2024. For the year ended December 31, 2025, we had 625 ownership days under third party technical management compared to 1,175 ownership days for the respective period in 2024.

General and Administrative Expenses – General and administrative expenses amounted to $4.3 million and $4.0 million in 2025 and 2024, respectively. The slight increase is mainly attributable to increased professional fees for 2025 compared to the same period in 2024.

Depreciation and amortization – Depreciation and amortization amounted to $10.8 million in 2025 and $13.4 million in 2024. The decrease is attributable to the decrease in ownership days from 2,875 days in 2024 to 2,470 days in 2025 due to disposal of the three Capesize vessels in 2025.

Impairment loss – Impairment loss amounted to $2.1 million related to the M/V Cretansea which was classified as held for sale as of December 31, 2025. Impairment loss in 2024 amounted to $0.8 million in 2024 and relates to the M/V Gloriuship which was classified as held for sale as of December 31, 2024.

Gain on sale of vessels, net – The net gain of $1.8 million in 2025 is attributable to the sale of the M/V Gloriuship, M/V Tradership and M/V Goodship. An aggregate amount of $0.5 million was paid to Seanergy Management for these sales in 2025, representing 1% of the gross sale price. The gain of $1.4 million in 2024 is attributable to the sale of the M/V Oasea in July 2024. An aggregate amount of $0.2 million was paid to Seanergy Management for this sale in 2024, representing 1% of the gross sale price.

Interest and Finance Costs – Interest and finance costs amounted to $6.4 million in 2025 and $8.4 million in 2024. The decrease is attributable to the decrease of the weighted average outstanding debt from $70.0 million in 2024 to $66.3 million in 2025, while the weighted average interest rate on our outstanding debt fell to 7.32% in 2025 from 8.54% in 2024. Interest on lease liabilities decreased in 2025 compared to 2024, as there was one vessel on bareboat charter agreement (M/V Nisea) in 2025 whilst three vessels were on bareboat charter agreements (M/Vs Chrisea, Synthesea and Nisea) in 2024.

Interest and finance costs-related party – Interest and finance costs of related party amounted to $0.05 million in 2025 and relate to interest expense of the Seanergy Loan Facility. There was no such transaction cost in 2024.

Interest income- Interest income amounted to $0.2 million in 2025 and $0.3 million in 2024 related to our short-term time deposits.

Loss on extinguishment of debt – The loss of $0.6 million in 2025 is attributable to the early prepayment of the Huarong Sale and Leasebacks associated with the sale of the M/Vs Gloriuship, Tradership and Goodship in 2025 with losses of $0.2 million for each vessel. The loss of $0.4 million in 2024 is mainly attributable to the early prepayment of the Neptune Sale and Leaseback associated with the vessel sale in July 2024.

Gain on acquisition of RGI – Gain on acquisition amounted to $1.3 million in 2025 and relates to the consolidation of the newly acquired variable interest entity (“VIE”) RGI Marine Holdings AS (“RGI”).

67
Table of Contents
Foreign currency exchange (losses) / gain, net – The loss of $0.2 million in 2025 is related to the fluctuation of the U.S. dollar/Euro exchange rate in 2025. Approximately 55% of our general and administrative expenses are in currencies other than the U.S. dollar, primarily the Euro.

For a discussion of the year-to-year comparison for the year ended December 31, 2024 to the year ended December 31, 2023, please see “Item 5. Operating and Financial Review and Prospects – A. Results of Operations  – Year ended December 31, 2024 as compared to year ended December 31, 2023” in our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Commission on March 21, 2025.

Implications of Being an Emerging Growth Company

We had less than $1.235 billion in revenue during our last fiscal year, which means that we qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage or specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:


 •
exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal controls over financial reporting under Section 404(b) of Sarbanes-Oxley; and


•
exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and financial statements.

We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of the date we first sold our common equity securities pursuant to an effective registration statement under the Securities Act (which we first did in July 2022) or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company if, among other things, we have more than $1.235 billion in “total annual gross revenues” during the most recently completed fiscal year. We may choose to take advantage of some, but not all, of these reduced burdens. For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies. We are choosing to “opt out” of the extended transition period relating to the exemption from new or revised financial accounting standards and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth public companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

B.
Liquidity and Capital Resources

As of December 31, 2025, we did not have any contractual obligations other than the loan agreements, finance leases, other financial liabilities and capital expenditures for vessels acquisitions described below.

In January 2026, we distributed $0.8 million as a quarterly cash dividend (declared on November 10, 2025) to our common shareholders. On March 10, 2026, we declared a cash dividend of $0.10 per share for the fourth quarter of 2025 payable on or about April 10, 2026 to all shareholders of record as of March 27, 2026.

In February 2026, we took delivery of the M/V Dukeship through an 18-month bareboat charter agreement with Seanergy. Pursuant to the terms of the bareboat charter we have advanced a down payment of $5.5 million. The bareboat charter includes a daily charter rate of $9,450 over the charter period and a purchase obligation of $22.1 million at the end of the bareboat charter.

In February 2026, RGI agreed to sell its entire equity interest in the ECV newbuilding project for approximately €15.5 million, with United expected to receive proceeds of about €13.0 million, realizing a cash profit of approximately €1.7 million from the sale. The buyer made a prepayment of Euro 1.0 million after signing the agreement which is secured by a first priority lien on 3% of the disposal shares.

In February 2026, RGI declared and paid a dividend of Euro 0.9 million to all of its shareholders.

68
Table of Contents
On March 6, 2024, we entered into an 18-month bareboat charter agreement for the M/V Nisea and was delivered to the Company in September 2024. In March 2026 we exercised the option to purchase the vessel at the end of the bareboat charter period for a purchase price of $16.6 million, financed by the Nisea Huarong Sale and Leaseback.

In March 2026, we agreed the main terms to acquire the M/V Squireship from Seanergy for a purchase price of $29.5 million and expect to enter into a memorandum of agreement and secure financing to acquire the vessel in the second quarter of 2026.

We will require capital to fund ongoing operations and capital expenditures for our vessels’ scheduled surveys, vessel improvements to meet new regulations and for any future vessel acquisitions.

Our principal source of funds has been our operating cash inflows, long-term borrowings from banks, sale and leaseback transactions, vessels sales and equity provided by the capital markets. Our principal use of funds has primarily been capital expenditures to establish our fleet, maintain the quality of our vessels, comply with international shipping standards and environmental laws and regulations, fund working capital requirements, dividend payments and make principal repayments and interest payments on our outstanding debt obligations, finance leases and other financial liabilities. As of the date of this annual report, our cash flow projections indicate that cash on hand and cash to be provided by operating activities, financing activities and investing activities or a combination of any of those (i.e. debt agreements, vessel sales, sale and leaseback activities and finance leases) will be sufficient to meet our obligations and cover the liquidity needs that become due in the twelve-month period ending one year after the financial statements’ issuance, including obligations arising from purchase options in finance lease agreements and for vessel acquisitions.

Cash Flows

(In thousands of US Dollars)
  
Year ended December 31,
  
   
2025
    
2024
     2023  
                 
Cash Flow Data:
                  
Net cash provided by / (used in) operating activities
    
2,212
      
3,264
      
(6,228
)
Net cash provided by / (used in) investing activities
    
40,431
      
7,949
      
(59,138
)
Net cash (used in) / provided by financing activities
    
(34,841
)
    
(18,952
)
    
9,935
  

Year ended December 31, 2025, as compared to year ended December 31, 2024

Cash and cash equivalents and restricted cash, non-current, as of December 31, 2025 were $14.6 million. We consider highly liquid investments such as time deposits and certificates of deposit with an original maturity of around three months or less to be cash equivalents. Cash and cash equivalents are held primarily in U.S. dollars, with minimal amounts held in Euro.

Net Cash from Operating Activities

Net cash provided by operating activities for the year ended December 31, 2025 amounted to $2.2 million. Net cash provided by operating activities for the year ended December 31, 2024 amounted to $3.3 million. The decrease is primarily attributed to decreased charter rates prevailed in the market in 2025 compared to 2024 and increased voyage expenses for our vessels chartered in the spot market in 2025 compared to 2024, partially offset by the decrease in vessel operating expenses in the same period.

69
Table of Contents
Net Cash from Investing Activities

Net cash provided by investing activities in the year ended December 31, 2025 was $40.4 million. The 2025 cash inflow is related to $50.5 million proceeds from sale of M/Vs Gloriuship, Goodship and Tradership ($16.0 million, $16.0 million and $18.5 million, respectively). The 2025 cash inflow was partially offset by the cash outflows that mainly relate to payments of $5.2 million for equity investments, the deployment of $4.2 million in capital to a subsidiary (RGI) and $0.7 million payments for vessels’ improvements. Net cash provided by investing activities for the year ended December 31, 2024 was $7.9 million. The 2024 cash inflows resulted mainly from $20.2 million proceeds from sale of M/V Oasea. The cash inflows were partially offset by $8.3 million lease prepayments and other initial direct costs for finance leased vessels, $3.7 million payments in equity investment and $0.3 million payments on vessels’ improvements.

Net Cash from Financing Activities

Net cash used in financing activities in the year ended December 31, 2025 amounted to $34.8 million. The 2025 cash outflow resulted mainly from debt repayments of $31.7 million (including the full prepayment of Huarong Sale and Leaseback agreements following the sales of M/V Gloriuship, M/V Goodship and M/V Tradership), lease liabilities payments of $2.0 million, dividend payments of $1.1 million and $0.2 million payments for repurchases of common stock. Net cash used in financing activities for the year ended December 31, 2024 was $19.0 million. The 2024 cash outflows resulted mainly from $33.7 million prepayments of long-term debt and other financial liabilities, $32.1 million payments for finance lease liabilities, $2.6 million dividend payments, $1.6 million payments of financing costs and $0.5 million payments for repurchases of common stock. The outflows were partially offset by $47.1 million proceeds from long term debt and other financial liabilities and $4.4 million relates to amounts due to related party.

Please see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Cash Flows” of our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Commission on March 21, 2025, for a discussion of the year-to-year comparison between 2024 and 2023.

Loan Arrangements

Pre - Existing Loan Facilities

Sinopac Loan Facility

On August 5, 2024, the Company entered a $16.5 million loan facility (the “Sinopac Loan Facility”) with Sinopac Capital International (HK) Limited (“Sinopac”) for the purpose of financing the exercise of the purchase option of the M/V Chrisea under its previous bareboat charter. The facility was drawn on August 19, 2024 and bears interest of term SOFR plus a margin of 2.60% per annum. The term of the facility is five years, and the repayment schedule comprises of 20 quarterly installments of $0.4 million, followed by a balloon installment of $8.5 million payable along with the final installment. An amount of $1.2 million was withheld as a security deposit by Sinopac upon the drawdown of the facility to secure the due liabilities by the Company of its obligations and undertakings as per Sinopac Loan Facility. In addition, the Company is required to maintain a security cover ratio not less than 110% for the first two years and 120% at all times thereafter until the maturity of the loan. As of December 31, 2025, the outstanding amount under this facility was $14.5 million.

Loan Facilities repaid during the years ended December 31, 2025 and December 31, 2024

August 2022 EnTrust Facility

In August 2022, the Company entered into a secured loan facility of $63.6 million, divided into four tranches, with certain nominees of EnTrust Global as lenders to partially finance the acquisition of the M/Ts Parosea, Bluesea, Minoansea and Epanastasea at a fixed rate of 7.90% per annum. The facility originally had a term of 18 months after the drawdown of the last tranche and would amortize through three quarterly installments averaging $4.0 million commencing nine months from the drawdown date, followed by a $51.6 million balloon payable at maturity. Following the sale of the M/Ts Parosea and Bluesea, we repaid their respective tranches for an aggregate amount of $32.4 million.

70
Table of Contents
On January 30, 2023, as part of the sale of the M/T Minoansea and the acquisitions of the M/Vs Goodship and Tradership, we entered into a deed of accession, amendment and restatement of the August 2022 EnTrust Facility in order to replace the collateral vessel securing this facility. Under the terms of the amended agreement, the fixed interest rate was amended to 9.00% per annum and the $15.2 million tranche that was previously secured by the M/T Minoansea was replaced by two tranches of $7.0 and $8.2 million, secured by the M/V Goodship and M/V Tradership, respectively.

On August 9, 2023, the Company entered into a deed of accession, amendment and restatement of the August 2022 EnTrust Facility in order to replace the collateral vessel securing this facility. Under the terms of the amended agreement, the $15.0 million tranche was secured by the M/V Exelixsea and bore a fixed rate of 9.00% per annum.

On December 5, 2023, we prepaid the $12.2 million outstanding indebtedness under the two tranches secured by the M/V Goodship and M/V Tradership, using proceeds from the Huarong Sale and Leaseback agreement, described below.

Following the 2023 amendments, the August 2022 EnTrust Facility was repayable through one installment of $0.5 million on the twelfth month after the original drawdown date, and an installment of $1.5 million on the fifteenth month after the original drawdown date, followed by a balloon installment of $13.0 million payable at maturity. The August 2022 EnTrust Facility was secured by a first priority mortgage and a general assignment covering earnings, insurances and requisition compensation over the M/V Exelixsea, an account pledge agreement concerning the earnings account of the vessel, a shares security agreement concerning the vessel-owning subsidiary’s shares and relevant technical and commercial managers’ undertakings. The facility agreement included certain restrictions on dividends from the borrower’s accounts and other distributions. This facility was fully repaid on March 27, 2024 in connection with the entry into the Village Seven Sale and Leaseback, and all obligations under the facility were irrevocably and unconditionally discharged.

Sale and Leaseback Transactions

New Sale and Leaseback Activities after the year ended December 31, 2025

Nisea Huarong Sale and Leaseback

On March 5, 2026, we entered into an $18.3 million sale and leaseback agreement with an affiliate of China Huarong Shipping Financial Leasing Company Ltd. (“Huarong”) to finance the purchase option cost of the MV Nisea under its previous bareboat charter. We sold and chartered back the vessel on a bareboat basis for a five-year period which commenced on March 10, 2026. The charterhire principal amortizes in 20 quarterly installments of $0.4 million along with a purchase obligation of $11.2 million at the expiry of the bareboat charter, bearing an interest rate of 3-month term SOFR plus 1.95% per annum. We have continuous options to repurchase the vessel at any time during the bareboat charter period at predetermined prices, as set forth in the agreement, following the first anniversary of the bareboat charter. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions.

Existing Sale and Leaseback Activities

April 2023 Neptune Sale and Leaseback

On April 26, 2023, following the delivery of the M/V Cretansea, we entered into a $12.3 million sale-and-leaseback agreement with a subsidiary of Neptune Maritime Leasing Ltd. (“Neptune”), for the purpose of partly financing the acquisition cost of M/V Cretansea. The Company sold and chartered back the vessel from the Neptune subsidiary under a bareboat charter for a five-year period. The Company has continuous options to purchase the vessel throughout the duration of the charter, while at the end of the five-year bareboat period, it has the obligation to purchase the vessel for $6.4 million. The Company is required to maintain a security cover ratio (as defined in the bareboat charter) of at least 120% for the first twelve months and at least 130% thereafter. In addition, the lessee is required to maintain minimum liquidity of approximately $0.4 million in its operating account. The charterhire principal amortizes in 60 consecutive monthly installments of approximately $0.1 million each along with a purchase obligation of $6.4 million. The applicable interest rate is 3-month term SOFR plus 4.25% per annum.

As of December 31, 2025, the outstanding charterhire principal was $9.1 million.

71
Table of Contents
Village Seven Sale and Leaseback
 
On February 22, 2024, we entered into a $13.8 million sale and leaseback agreement with Village Seven Co., Ltd and V7 Fune Inc. (collectively, “Village Seven”) in order to refinance the August 2022 EnTrust Facility. On March 27, 2024, the Company sold and chartered back the M/V Exelixsea from Village Seven on a bareboat basis for a period of four years, followed by an additional two-year period at the Company’s option. The charterhire principal is repayable through 48 consecutive monthly installments of $0.2 million paid in advance, which could extend to 72 installments in case of exercise of the two-year optional period. The Company has continuous options to repurchase the vessel at predetermined prices, following the second anniversary of the bareboat charter. At the end of the optional period, the Company has the option to take ownership of the vessel at nominal additional cost. The applicable interest rate is 3-month term SOFR plus 2.65% per annum. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions.

As of December 31, 2025, the amount outstanding under the Village Seven Sale and Leaseback was $9.6 million.

Onishi Sale and Leaseback

On July 24, 2024, the Company entered into a $18.0 million sale and leaseback agreement with Onishi Kaiun Co. and Ocean West Shipping S.A. for the purpose of financing the purchase option of the M/V Synthesea under its previous bareboat charter. On August 1, 2024, the Company sold and chartered back the M/V Synthesea on a bareboat basis for a period of five years, followed by an additional two-year period at the Company’s option. The financing bears an interest rate of 2.70% plus 3-month term SOFR. The charterhire principal amortizes over a seven-year term, through 84 consecutive monthly installments of approximately $0.1 million. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as set forth in the agreement. At the end of the optional period, the Company and the lessors have the option to repurchase and to sell the vessel, respectively, for $6.5 million. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions.

As of December 31, 2025, the amount outstanding under the Onishi Sale and Leaseback was $15.5 million.

Sale and Leaseback Transactions repaid during the year ended December 31, 2025 and December 31, 2024

March 2023 Neptune Sale and Leaseback

On March 31, 2023, following the delivery of M/V Oasea, the Company entered into a $12.25 million sale and leaseback agreement with a subsidiary of Neptune, for the purpose of partly financing the acquisition cost of M/V Oasea. The Company sold and chartered back the vessel from the Neptune subsidiary under a bareboat charter for a five-year period. The Company had continuous options to repurchase the vessel throughout the duration of the charter, while at the end of the five-year bareboat period, it had the obligation to repurchase the vessel for $6.4 million. The Company was required to maintain minimum liquidity of approximately $0.4 million in its operating account. The charterhire principal was repayable in 60 consecutive monthly installments of approximately $0.1 million each along with a purchase obligation of $6.4 at the expiration of the bareboat charter. The applicable interest rate was 3-month term SOFR plus 4.25% per annum. On July 19, 2024, the Company repurchased the vessel from Neptune, repaying the outstanding charterhire principal of $10.8 million and the relevant prepayment fees, in connection with the sale of the M/V Oasea to her new owners.

Huarong Sale and Leasebacks
 
On November 15, 2023, the Company entered into three identical $10.0 million sale and leaseback transactions with affiliates of Huarong for the purpose of refinancing the outstanding indebtedness of the M/Vs Gloriuship, Goodship and Tradership which were previously financed by the August 2022 EnTrust Facility. On December 5, 2023, the Company sold and chartered back the vessels from three affiliates of Huarong on a bareboat charter basis for a three-year period. The Company had continuous options to repurchase the vessels throughout the duration of the charters, starting six months after the commencement date, while at the end of each three-year bareboat period, the Company had the obligation to repurchase each vessel for $5.0 million. The sale and leaseback agreements did not include any financial covenants or security value maintenance provisions. The charterhire principal of each sale and leaseback transaction was repayable through 36 monthly installments of approximately $0.1 million and a purchase obligation of $5.0 million at the expiration of each bareboat agreement. The applicable interest rate was 3-month term SOFR plus 3.30% per annum.

72
Table of Contents
On June 10, 2025, the Company repurchased the M/V Gloriuship, repaying the outstanding charterhire principal of $7.5 million and the relevant fees, in connection with the sale of the vessel to her new owners

On August 15, 2025, the Company repurchased the M/V Tradership, repaying the outstanding charterhire principal of $7.2 million and the relevant fees, in connection with the sale of the vessel to her new owners

On September 16, 2025, the Company repurchased the M/V Goodship, repaying the outstanding charterhire principal of $7.1 million and the relevant fees, in connection with the sale of the vessel to her new owners

C.
Research and development, patents and licenses, etc.

None.

D.
Trend Information

Our results of operations depend primarily on the charter rates earned by our vessels. The widely accepted benchmark of charter market in the dry bulk industry is the Baltic Dry Index, or the BDI. Over the course of 2025, the BDI registered a low of rom a low of 715 on January 30, 2025 to a high of 2,845 on December 3, 2025.

The historic performance of the BDI has been characterized by high volatility, driven by changes in supply and demand for vessels. Over an extended period of time in recent years, the growth in the size of the dry bulk fleet has outpaced growth in vessel demand. Specifically, in the period from 2010 to 2024, the size of the fleet in terms of deadweight tons grew by an annual average of about 5.0% while the corresponding growth in demand for dry bulk carriers grew by 3.0%, resulting in a drop of about 50% in the value of the BDI over the period.

In 2025, the total size of the dry bulk fleet rose by about 3.0%, compared to demand growth of 2.2%. According to tentative projections, the total size of the dry bulk fleet is expected to rise by about 3.6% in 2026, compared to expected demand growth of 1.8%.

Capesize dry bulk vessels primarily transport iron ore and coal, with bauxite gaining a larger share year by year. Similarly, Panamax and Kamsarmax dry bulk vessels play a crucial role in transporting dry bulk cargo such as coal, grains, and iron ore to a lesser extent. China is a major player in the global iron ore market, importing more than 70% of seaborne iron ore. Australia and Brazil dominate exports, accounting for nearly 80% of global iron ore exports combined. Since 2000, the growth in China’s iron ore and coal imports has significantly influenced the dry bulk market, though, this trend has slowed since 2015. On the bauxite front, China’s bauxite imports are playing an increasingly vital role in Capesize markets. Infrastructure improvements in West Africa, led by Guinea, are expected to further boost bauxite trade, while, the giant Simandou iron ore project is anticipated to significantly increase iron ore exports from the region.

The significant geopolitical developments, with most notable the recent conflicts in Ukraine and the Middle East, along with escalating tariff disputes, have to a certain extent disrupted dry bulk seaborne trade, affecting global shipping routes, freight rates, and maritime security. Further to the direct impact on seaborne trade, these events also affected seaborne trade indirectly through their impact, realized or expected, on economic activity and inflation.

While the ongoing war in Ukraine, especially at its first stages, heightened economic uncertainty, it has had minimal impact on the dry bulk market so far. Initially, the effect ranged from neutral to positive, with shifts in ton-mile demand supporting the market. Our operations have not been materially affected, as our vessels do not currently operate in Russian or Ukrainian ports, and our suppliers and service providers have not faced restrictions or disruptions in their activities. We do not anticipate significant impacts in the future. Meanwhile, the Israel–Hamas conflict and subsequent missile attacks by the Houthis in the Red Sea have led vessels to divert via the Cape of Good Hope, which had a modestly positive impact on the dry bulk market by reducing supply. While the cease-fire declared on January 15, 2025 eased tensions in the region, attacks resumed in March 2025 and the future direction of the conflict remains highly uncertain and may continue to pose a significant safety hazard for vessels transiting the Red Sea. More recently, the war between the United States, and Israel, and Iran, has further increased uncertainty regarding the safety of key maritime chokepoints, including the Red Sea, the Gulf of Aden and the Strait of Hormuz. Finally, evolving trade policies and the potential implementation of additional trade tariffs by the United States and other countries may pose risks for dry bulk vessels. The administration’s proposed tariffs, including a 20% tariff on Chinese products, could lead to higher import costs and trade imbalances. These tariffs may affect shipping volumes, routes, and demand patterns, potentially impacting the dry bulk market. We may need to adjust our operational strategies to navigate these changes.

73
Table of Contents
As all of our fleet is employed on index-linked charter contracts, we will be exposed to any near-term volatility in the charter market, to the extent that we have not hedged the index-linked earnings through forward freight agreements. We believe we have structured our capital expenditure requirements, debt commitments and liquidity resources in a way that will provide us with financial flexibility (see “Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources” for more information).

Important Measures and Definitions for Analyzing Results of Operations

We use a variety of financial and operational terms and concepts. These include the following:

Ownership days. Ownership days are the total number of calendar days in a period during which we owned or chartered in on bareboat basis each vessel in our fleet. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses recorded during that period. Our calculation of Ownership Days may not be comparable to that reported by other companies due to differences in methods of calculation.

Available days. Available days are the number of ownership days less the aggregate number of days that our vessels are off-hire due to major repairs, dry-dockings, lay-up or special or intermediate surveys, which are the repair days. The shipping industry uses available days to measure the aggregate number of days in a period during which vessels are available to generate revenues. Our calculation of Available Days may not be comparable to that reported by other companies due to differences in methods of calculation.

Operating days. Operating days are the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances. Operating days include the days that our vessels are in ballast voyages without having fixed their next employment. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels could actually generate revenues. Our calculation of Operating Days may not be comparable to that reported by other companies due to differences in methods of calculation.

Fleet utilization. Fleet utilization is the percentage of time that our vessels were generating revenues and is determined by dividing operating days by ownership days for the relevant period. Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels and minimize the number of days that its vessels are off-hire for unforeseen events. We believe it provides additional meaningful information and assists management in making decisions regarding areas where we may be able to improve efficiency and increase revenue and because we believe that it provides useful information to investors regarding the efficiency of our operations.

Off-hire. The period a vessel is not being chartered or is unable to perform the services for which it is required under a charter.

Dry-docking. We periodically dry-dock each of our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements.

Time charter. A time charter is a contract for the use of a vessel for a specific period of time (period time charter) or for a specific voyage (trip time charter) during which the charterer pays substantially all of the voyage expenses, including port charges, bunker expenses, canal charges and other commissions. The vessel owner pays the vessel operating expenses, which include crew costs, provisions, deck and engine stores and spares, lubricants, insurance, maintenance and repairs. The vessel owner is also responsible for each vessel’s dry-docking and intermediate and special survey costs. Time charter rates are usually index linked during the term of the charter. Prevailing time charter rates do fluctuate on a seasonal and year-to-year basis and may be substantially higher or lower from a prior time charter agreement when the subject vessel is seeking to renew the time charter agreement with the existing charterer or enter into a new time charter agreement with another charterer. Fluctuations in time charter rates are influenced by changes in spot charter rates.

Bareboat charter. A bareboat charter is generally a contract pursuant to which a vessel owner provides its vessel to a charterer for a fixed period of time at a specified daily rate. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation.

74
Table of Contents
Voyage charter. A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed-upon total amount. Under voyage charters, voyage expenses, such as port charges, bunker expenses, canal charges and other commissions, are paid by the vessel owner, who also pays vessel operating expenses.

TCE. Time charter equivalent, or TCE, rate is defined as our net revenue less voyage expenses during a period divided by the number of our operating days during the period. Voyage expenses include port charges, bunker expenses, canal charges and other commissions.

Daily Vessel Operating Expenses. Daily Vessel Operating Expenses are calculated by dividing vessel operating expenses less pre-delivery expenses by ownership days for the relevant time periods. Vessel operating expenses include crew costs, provisions, deck and engine stores, lubricants, insurance, maintenance and repairs. Vessel operating expenses before pre-delivery expenses exclude one-time pre-delivery and pre-joining expenses associated with initial crew manning and supply of stores of Company’s vessels upon delivery.

Key Performance Indicators

The figures shown below are non-GAAP statistical ratios used by management to measure performance of our vessels. For the “Fleet Data” figures, there are no comparable U.S. GAAP measures.

   
Year ended December 31,
  
Fleet Data:
  
2025
    
2024
    
2023
  
                 
Ownership days
    
2,470
      
2,875
      
2,339
  
Available days
    
2,447
      
2,787
      
2,200
  
Operating days
    
2,412
      
2,778
      
2,143
  
Fleet utilization
    
97.7
%
    
96.6
%
    
91.6
%
 
                        
Average Daily Results:
                        
TCE rate(1)
  
$
13,565
    
$
15,719
    
$
15,380
  
Daily Vessel Operating Expenses(2)
  
$
6,338
    
$
6,616
    
$
6,861
  

(In thousands of US Dollars, except operating days and TCE rate)
  
Year ended December 31,
  
 
  
2025
    
2024
    
2023
  
Vessel revenue, net
  
$
37,785
    
$
45,439
    
$
36,067
  
Voyage expenses
  
$
(5,066
)
  
$
(1,771
)
  
$
(3,107
)
Time charter equivalent revenues
  
$
32,719
    
$
43,688
    
$
32,960
  
Operating days
    
2,412
      
2,778
      
2,143
  
TCE rate
  
$
13,565
    
$
15,719
    
$
15,380
  

75
Table of Contents
(In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses)
  
Year ended December 31,
  
   
2025
    
2024
    
2023
  
Vessel operating expenses
  
$
15,655
    
$
19,745
    
$
20,338
  
Pre-delivery expenses
  
$
-
    
$
(724
)
  
$
(4,291
)
Vessel operating expenses before pre-delivery expenses
  
$
15,655
    
$
19,021
    
$
16,047
  
Ownership days
    
2,470
      
2,875
      
2,339
  
Daily Vessel Operating Expenses
  
$
6,338
    
$
6,616
    
$
6,861
  

E.
Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.

Critical accounting estimates are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. We have described below what we believe is our most critical accounting estimate, because it generally involves a comparatively higher degree of judgment in its application. For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report.

Impairment of Long-lived Assets

We review our long-lived assets (owned vessels and right of use assets) for impairment whenever events or changes in circumstances, such as prevailing market conditions, obsolescence or damage to the asset, business plans to dispose a vessel earlier than the end of its useful life and other business plans, indicate that the carrying amount of the assets, plus unamortized dry-docking costs or right-of use assets, may not be recoverable. The volatile market conditions in the dry bulk market with decreased charter rates and decreased vessel market values are conditions we consider to be indicators of a potential impairment for our vessels and right-of use assets. We determine undiscounted projected operating cash flows, for each vessel and right-of use assets with an impairment indicator and compare it to the vessel’s carrying value or right-of use asset. When the undiscounted projected operating cash flows expected to be generated by the use of the vessel and/or its eventual disposition are less than its carrying amount, we impair the carrying amount of the vessel or right-of use assets. Measurement of the impairment loss is based on the fair value of the vessel as determined by independent valuators and use of available market data. The undiscounted projected operating cash inflows are determined by considering the charter revenues from existing time charters for the fixed days and an estimated daily time charter equivalent for the non-fixed days, based on a combination of one year charter rates estimate and the average of the trailing 10-year historical charter rates, excluding the outliers, inflated annually by a 2.0% growth rate. Charter revenues are adjusted for commissions, expected off hires due to scheduled vessel maintenance and estimated unexpected breakdown off hires. The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel operating expenses and scheduled vessel maintenance.

Our assessment concluded that no impairment loss should be recorded as of December 31, 2025 and 2024.

76
Table of Contents
Our Fleet – Illustrative Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain Vessels

Historically, the market values of vessels have experienced volatility, which from time to time may be substantial. As a result, the charter-free market values of our vessels may have declined below the vessels’ carrying value or right-of use assets, even though we would not impair the vessel’s carrying value or right-of use assets under our accounting impairment policy. The table set forth below indicates (i) the carrying value of our vessels and right-of use assets as of December 31, 2025 and December 31, 2024, respectively, and (ii) if we believe our vessels had a basic market value below their carrying value. The carrying value includes, as applicable, vessel costs or right-of use assets, plus any unamortized deferred dry-docking costs. The difference between the carrying value of our vessels or right-of use assets and their market value of $2.0 million and $5.2 million, as of December 31, 2025 and 2024, respectively, represents the amount by which we believe we would have had to reduce our net income if we sold our vessels, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer was not under any compulsion to buy as of December 31, 2025 and 2024. For purposes of this calculation, we assumed that the vessels would be sold at a price that reflected our estimate of their charter-free market value as of December 31, 2025 and 2024.

​
            
Carrying value plus unamortized dry-docking costs as of
(in millions of U.S. dollars)
  
Vessel
  
Year Built
  
Dwt
    
December 31, 2025
(in millions of U.S. dollars)
    
December 31, 2024
(in millions of U.S. dollars)
  
Tradership
  
2006
    
179,925
      
-
      
17.2
  
Goodship
  
 2005
    
177,536
      
-
      
16.4
  
Nisea
  
2016
    
82,235
      
26.4
*
    
27.6
*
Cretansea
  
2009
    
81,508
      
-
      
19.0
*
Chrisea
  
 2013
    
78,173
      
19.3
*
    
20.5
  
Synthesea
  
2015
    
78,020
      
25.4
*
    
25.0
*
Exelixsea
  
 2011
    
76,361
      
15.4
      
16.5
  
TOTAL
                
86.5
      
142.2
  

*
Indicates Company’s vessels or right-of use assets for which we believe, as of December 31, 2025 and 2024, the basic charter-free market value was lower than the vessel’s carrying value or right-of use assets plus unamortized dry-docking costs.

Our estimate of charter-free market value assume that our vessels were in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind. Our estimate is based on information available from various industry sources, including:


 •
reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;


•
news and industry reports of similar vessel sales;


•
news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates;


•
approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated;


•
offers that we may have received from potential purchasers of our vessels; and


•
vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.

77
Table of Contents
As we obtain information from various industry and other sources, our estimates of basic market value are inherently uncertain. In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future basic market value of our vessels or prices that we could achieve if we were to sell them. We refer you to the risk factor entitled “The market values of our vessels may decrease, which could limit the amount of funds that we can borrow in the future, trigger breaches of certain financial covenants under any future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.”

Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how charter rates and vessel values will fluctuate in the future. Charter rates may, from time to time throughout our vessels’ lives, remain for a considerable period of time at depressed levels which could adversely affect our revenue and profitability, and future assessments of vessel impairment. To minimize such subjectivity, our analysis for the year ended December 31, 2025, for which indicators of impairment were identified, also involved sensitivity analysis to the model input we believe is more important and likely to change. In particular, in terms of our estimates for the time charter equivalent for the unfixed period, we use a combination of one-year charter rates estimate and the average of the trailing 10-year historical charter rates, excluding outliers, inflated annually by a 2.0% growth rate. Although the trailing 10-year historical charter rates, excluding the outliers, cover at least a full business cycle, we sensitized our model with regards to long-term historical charter rate assumptions for the unfixed period beyond the first year. The impairment test that we conduct, when required, is most sensitive to variances in future time charter rates. Our sensitivity analysis revealed that, to the extent that going forward the 10-year historical charter rates, excluding the outliers, would not decline by more than 16% for Panamax and Kamsarmax vessels, we would not require to recognize impairment for the year ended December 31, 2025.

ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.
Directors and Senior Management

Set forth below are the names, ages and positions of our directors and executive officers. Members of our board of directors are elected annually on a staggered basis, and each director elected holds office for a three-year term. Officers are elected from time to time by vote of our board of directors and hold office until a successor is elected. The business address of each of our directors and executive officers listed below is 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece.

Name
​
Age
  
Position
​
Director Class
Stamatios Tsantanis
​
54
  
Chairman, Chief Executive Officer & Director
​
C
Stavros Gyftakis
​
47
  
Chief Financial Officer & Director
​
B
Christina Anagnostara
​
55
  
Director*
​
A
Ioannis Kartsonas
​
54
  
Director*
​
A
Dimitrios Kostopoulos
​
51
  
Director*
​
B

*
Independent Director

The term of our Class A directors expires at the annual general meeting of shareholders in 2026, the term of our Class B directors expires at the annual general meeting of shareholders in 2027, and the term of our Class C directors expires at the annual general meeting of shareholders in 2028.

78
Table of Contents
Biographical information with respect to each of our directors and our executive officers is set forth below.

Stamatios Tsantanis is the founder and the Chairman, Chief Executive Officer and a member of our board of directors. Mr. Tsantanis serves currently as the Chairman of the board of directors and the Chief Executive Officer of Seanergy, serving in the role since October 2012 and has led Seanergy’s significant growth to a world-renowned Capesize dry bulk shipping company with a cargo carrying capacity of approximately 3.6 million dwt. Mr. Tsantanis also served as Seanergy’s Interim Chief Financial Officer from November 2013 until October 2018. Mr. Tsantanis has been actively involved in the shipping and finance industry since 1998 and has held senior management positions in prominent private and public shipping companies, as well as financial institutions. Mr. Tsantanis holds a Master of Science (MSc) in Shipping Trade and Finance from Bayes Business School of City University of London and a Bachelor of Science (BSc) in Shipping Economics from the University of Piraeus. He also serves in the board of directors of Breakwave Advisors LLC, the commodity trading advisor for the Breakwave Dry Bulk Shipping ETF (NYSE: BDRY) and the Breakwave Tanker Shipping ETF (NYSE: BWET) and is a fellow of the Institute of Chartered Shipbrokers. Mr. Tsantanis is a frequent speaker at major shipping conferences worldwide and also a regular guest lecturer at leading international academic institutions in the maritime sector.

Stavros Gyftakis is our Chief Financial Officer and a member of our board of directors. Mr. Gyftakis is also Seanergy’s Chief Financial Officer and has been instrumental in Seanergy’s capital raising, debt financing and refinancing activities since 2017. He has more than 20 years of experience in banking and corporate finance with focus on the shipping sector. Mr. Gyftakis has held key positions across a broad shipping finance spectrum, including, asset backed lending, debt and corporate restructurings, risk management, financial leasing and loan syndications. Before joining Seanergy, he was a Senior Vice President on the Greek shipping finance desk at DVB Bank SE. Mr. Gyftakis received his Master of Science (MSc) in Shipping Trade and Finance from Bayes Business School (formerly known as Cass Business School) in London with Distinction. He also holds a Master of Science (MSc) in Business Mathematics, awarded with Honors, from the Athens University of Economics and Business and a Bachelor of Science (BSc) in Mathematics from the Aristotle University of Thessaloniki.

Christina Anagnostara is a member of our board of directors and the Chairman and a member of United’s Audit and Nominating Committees. Ms. Anagnostara is also a member of the board of directors of Seanergy, and between 2008 to 2013 she served as Seanergy’s Chief Financial Officer. She has more than 27 years of maritime and international business experience in the areas of finance, banking, capital markets, consulting, accounting and audit. Before joining Seanergy, she served in executive and board positions of publicly listed companies in the maritime industry and she was responsible for the financial, capital raising and accounting functions. Since 2017 she has been a Managing Director in the Investment Banking Division of AXIA Ventures Group, which is a member of Alpha Bank Group as of December 16, 2025, and between 2014 and 2017 she provided advisory services to corporate clients involved in all aspects of the maritime industry. From 2006 to 2008, she served as the Chief Financial Officer and member of the board of directors of Global Oceanic Carriers Ltd, a dry bulk shipping company listed on the Alternative Investment Market of the London Stock Exchange. Between 1999 and 2006, she was a senior management consultant of the Geneva-based EFG Group. Prior to EFG Group, she worked for Eurobank EFG and Ernst & Young. Ms. Anagnostara has studied Economics in Athens and is a Certified Chartered Accountant.

Ioannis Kartsonas is a member of our board of directors, the Chairman and a member of United’s Compensation Committee and a member of United’s Nominating Committee. Mr. Kartsonas is also a member of the board of directors of Seanergy and the Principal and Managing Partner of Breakwave Advisors LLC., the Commodity Trading Advisor (CTA) for the Breakwave Dry Bulk Shipping ETF (NYSE: BDRY) and the Breakwave Tanker Shipping ETF (NYSE: BWET). Mr. Kartsonas has been actively involved in finance and commodities trading since 2000. From 2011 to 2017, he was a Senior Portfolio Manager at Carlyle Commodity Management, a commodity-focused investment firm based in New York and part of the Carlyle Group, being responsible for the firm’s shipping and freight investments. During his tenure, he managed one of the largest freight futures funds globally. Prior to this role, Mr. Kartsonas was a Co-Founder and Portfolio Manager at Sea Advisors Fund, an investment fund focused in shipping. From 2004 to 2009, he was the leading Transportation Analyst at Citi Investment Research covering the broader transportation space, including the shipping industry. Prior to that, he was an Equity Analyst focusing on shipping and energy for Standard & Poor’s Investment Research. Mr. Kartsonas holds an MBA in Finance from the Simon School of Business, University of Rochester.

79
Table of Contents
Dimitrios Kostopoulos is a member of our board of directors and a member of United’s Audit and Compensation Committees. Mr. Kostopoulos is a member of the board of directors of Alpha Finance S.A., the Investment Banking and Capital Markets arm of Alpha Bank Group, one of the leading financial groups in Greece. He has more than 25 years of experience in the financial services industry, with deep expertise across capital markets, investor relations, asset management, and private banking. He served as Chief Executive Officer of Alpha Finance S.A. from January 2022 until March 2026, leading the firm’s strategic and operational development. Prior to assuming the CEO role, he served as Head of Investor Relations of the Alpha Bank Group for more than 10 years, managing the Group’s institutional shareholder base and playing an active role in all major equity and debt capital raisings successfully executed by the Group. Earlier in his career, Mr. Kostopoulos served as Fund Manager in Alpha Asset Management M.F.M.C. and he has also held positions in the Private Banking and Treasury divisions of the Group. Mr. Kostopoulos holds a Master of Science (MSc) in Shipping Trade & Finance from Bayes Business School (formerly named Cass Business School) of City University in London.

No family relationships exist among any of the directors and executive officers.

B.
Compensation

For the year ended December 31, 2025, the aggregate cash compensation and bonus for the Company’s executive officers and directors amounted to $1.6 million. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings board of directors or committees.

On April 7, 2025, the Compensation Committee of our board of directors approved a further amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 275,000 common shares to the members of the Company’s board of directors and 85,000 common shares to certain of the Company’s service providers and to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $1.20. 79,500 shares vested on April 7, 2025, 113,000 shares vested on October 7, 2025 and 167,500 shares will vest on April 7, 2026.

On March 9, 2026, the Compensation Committee approved a further amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 500,000 shares, and granted awards under the plan of an aggregate of 340,000 common shares to the members of the Company’s board of directors and 124,000 common shares to certain of the Company’s service providers and to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $2.07. 115,000 shares vested on the date of the issuance, March 9, 2026, 154,000 shares will vest on September 9, 2026, 117,000 shares will vest on April 9, 2027 and 78,000 shares will vest on September 9, 2027.

Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law. Furthermore, in line with Nasdaq requirements we have established a clawback policy, a copy of which has been filed as Exhibit 97.1 to this Annual Report.

Equity Incentive Plan

Our board of directors in July 2022 adopted the 2022 Equity Incentive Plan (the “Plan”). On March 27, 2024, the Plan, as previously amended, was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 400,000 shares. On April 7, 2025, the Plan was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 400,000 shares. On March 9, 2026, the Plan was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 500,000 shares.

Under the Plan and as amended, the Company’s employees, officers, directors and service providers are entitled to receive options to acquire the Company’s common shares. The Plan is administered by the compensation committee of our board of directors, or such other committee of the board of directors as may be designated by the board of directors. Under the Plan, our officers, key employees, directors, consultants and service providers may be granted incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, and unrestricted stock at the discretion of our compensation committee. Any awards granted under the Plan that are subject to vesting are conditioned upon the recipient’s continued service as an employee or a director of the Company, through the applicable vesting date. Unvested shares granted under the Plan are entitled to receive dividends which are not refundable, even if such shares are forfeited.

We do not have a retirement plan for our officers or directors.

80
Table of Contents
C.
Board Practices

Our directors do not have service contracts and do not receive any benefits upon termination of their directorships. Our board of directors has an audit committee, a compensation committee and a nominating committee. Our board of directors has adopted a charter for each of these committees.

Audit Committee

Our audit committee consists of Christina Anagnostara and Dimitrios Kostopoulos. Our board of directors has determined that the members of the audit committee meet the applicable independence requirements of the Commission and the Nasdaq Stock Market Rules.

The audit committee has powers and performs the functions customarily performed by such a committee (including those required of such a committee by Nasdaq and the Commission). The audit committee is responsible for selecting and meeting with our independent registered public accounting firm regarding, among other matters, audits and the adequacy of our accounting and control systems.

Compensation Committee

Our compensation committee consists of Ioannis Kartsonas and Dimitrios Kostopoulos, each of whom is an independent director. The compensation committee reviews and approves the compensation of our executive officers.

Nominating Committee

Our nominating committee consists of Christina Anagnostara and Ioannis Kartsonas, each of whom is an independent director. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.

D.
Employees

We have two executive officers, Mr. Stamatios Tsantanis and Mr. Stavros Gyftakis, and we employ Ms. Theodora Mitropetrou, our general counsel. In addition, we employ a support staff consisting of three employees.

E.
Share Ownership

The common shares beneficially owned by our directors and executive officers are disclosed below in “Item 7. Major Shareholders and Related Party Transactions.”

F.
Disclosure of a registrant’s action to recover erroneously awarded compensation.

None.

ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.
Major Shareholders

The following table sets forth information regarding ownership of our common shares by each person or entity known by us to be the beneficial owner of more than 5% of our outstanding common shares, each of our directors and executive officers, and all of our directors and executive officers as a group. To the best of our knowledge, except as disclosed in the table below or with respect to our directors and executive officers, we are not controlled, directly or indirectly, by another corporation, by another corporation, any foreign government or by any other natural or legal persons. All of our common shareholders, including the shareholders listed in this table, will be entitled to one vote for each common share held.

81
Table of Contents
Calculation of percent of class beneficially owned by each person is based on 9,538,139 common shares outstanding as of April 6, 2026. Beneficial ownership is determined in accordance with the Commission’s rules. Accordingly, in computing percentage ownership of each person, shares underlying securities held by that person that are currently exercisable or convertible, or exercisable or convertible within 60 days of the date of this annual report, are deemed to be beneficially owned by that person. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Identity of Person or Group
  
Number of
Shares Owned
    
Percent
of Class
  
Stamatios Tsantanis(1)
    
1,394,534
      
14.6
%
Dimitrios Kostopoulos
    
300,000
      
3.2
%
Stavros Gyftakis
    
251,678
      
2.6
%
Christina Anagnostara
     245,231       2.6
 %
Ioannis Kartsonas
    
148,567
      
1.6
%
Directors and officers as a group (5 individuals)
    
2,340,010
      
24.5
%

(1)
In addition, Stamatios Tsantanis owns 100% of our issued and outstanding Series B Preferred Shares, or 40,000 of our Series B Preferred Shares. Through his beneficial ownership of our Series B Preferred Shares, Stamatios Tsantanis controls 49.99% of the vote of any matter submitted to the vote of the common shareholders. See “Description of Securities” filed as Exhibit 2.4 hereto for a description of the terms, including the voting power, of the Series B Preferred Shares.

B.
Related Party Transactions

On January 20, 2022, United was incorporated by Seanergy, under the laws of the Republic of the Marshall Islands to serve as the holding company of the Predecessor that was contributed to United by Seanergy upon effectiveness of the Spin-Off. The Spin-Off was pro rata to the shareholders of Seanergy, including holders of Seanergy’s outstanding common shares and Series B preferred shares, so that such holders maintained the same proportionate interest in Seanergy and in United both immediately before and immediately after the Spin-Off. In connection with the Spin-Off, our Chairman and Chief Executive Officer received 40,000 Series B Preferred Shares, while 5,000 Series C Preferred Shares were issued to Seanergy in exchange for $5.0 million working capital contribution. Following the Spin-Off, United and Seanergy are independent publicly traded companies.

Seanergy Maritime Holdings Corp. Right of First Refusal

Prior to the consummation of the Spin-Off, we entered into a right of first refusal agreement with Seanergy pursuant to which Seanergy has a right of first refusal with respect to any opportunity available to us to sell, acquire or charter-in any Capesize vessel as well as with respect to chartering opportunities, other than short-term charters with a term of 13 months or less, available to us for Capesize vessels. In addition, we have a right of first offer with respect to any vessel sales by Seanergy.

On February 12, 2026, pursuant to our right of first offer, we took delivery of the M/V Dukeship through an 18-month bareboat charter agreement with Seanergy. Pursuant to the terms of the bareboat charter we have advanced a down payment of $5.5 million. The bareboat charter includes a daily charter rate of $9,450 over the charter period and a purchase obligation of $22.1 million at the end of the bareboat charter.

On March 11, 2026, following the exercise of our right of first offer, we agreed the main terms to acquire the M/V Squireship from Seanergy for a purchase price of $29.5 million. The purchase is subject to entering into a memorandum of agreement and securing financing. The vessel is expected to be delivered by mid-June 2026. A special committee of disinterested members of the Company’s Board of Directors negotiated the terms and approved the agreement.

82
Table of Contents
Loan Facility Agreement

On April 25, 2025, United received a short-term unsecured loan facility from Seanergy totaling $2.0 million (“Seanergy Loan Facility”). The facility bore interest of 10.00% per annum and was fully repaid on June 17, 2025, shortly after the completion of a sale of the M/V Gloriuship.

Management Agreements
 
Prior to the consummation of the Spin-Off, United entered into a master management agreement with Seanergy for the provision of technical, administrative, commercial, brokerage and certain other services for our vessels. Certain of these services are being contracted directly with Seanergy’s wholly owned subsidiaries, Seanergy Shipmanagement and Seanergy Management. The master management agreement provides for a fixed administration fee of $325 per vessel per day payable to Seanergy. The master management agreement is automatically renewed annually since 2024 and it can be terminated immediately only for cause and at any time by either party with three months’ prior notice, and no termination fee will be payable.

In relation to the technical management, Seanergy Shipmanagement is responsible for arranging for the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling for  the M/V Synthesea, the M/V Nisea, the M/V Chrisea, the M/V Cretansea and since February 12, 2026 for the M/V Dukeship. The technical management agreements provide for a fixed management fee of $14,000 per month per vessel. Moreover, in 2025 and up until June 10, 2025, we also paid a monthly fee of $14,000 to Seanergy Shipmanagement for the M/V Gloriuship and the similar fee for M/V Goodship till September 16, 2025 when it was also sold.

Since April 1, 2023, United Management entered into a management agreement with Seanergy Management for the commercial management of our vessels, including post fixture, commercial operation, sale and purchase and bareboat chartering. Pursuant to this agreement, we are paying to Seanergy Management a commission fee equal to 0.75% of the collected freight, demurrage and charter hire collected from the employment of our vessels, except for any vessels that may be chartered-out to Seanergy. Seanergy Management also earns a fee equal to 1% of the contract price of any vessel bought, sold or bareboat chartered by them on our behalf, except for any vessels bought, sold or bareboat chartered from or to Seanergy, or in respect of any vessel sale relating to a sale leaseback transaction. During 2025, the Company paid a commercial fee of 1% on contract price to Seanergy Management for the sales of M/V Gloriuship effected on June10, 2025, M/V Tradership effected on August 15, 2025 and M/V Goodship effected on September 16, 2025.
 
Additional vessels that we may acquire in the future may be managed by Seanergy Shipmanagement, Seanergy Management or by other unaffiliated management companies.

We may enter into similar or new management agreements for the management of any additional vessels we may acquire in the future.

Contribution and Conveyance Agreement

Prior to the consummation of the Spin-Off, we entered into the Contribution and Conveyance Agreement with Seanergy. Pursuant to the Contribution and Conveyance Agreement, Seanergy, in conjunction with the Spin-Off, (i) contributed the United Maritime Predecessor, together with $5.0 million in working capital, and (ii) agreed to indemnify us and United Maritime Predecessor for any and all obligations and other liabilities arising from or relating to the operation, management or employment of M/V Gloriuship prior to the effective date of the Spin-Off, except for a pre-existing sale and leaseback with a nominee of EnTrust Global.

C.
Interests of Experts and Counsel

Not applicable.

83
Table of Contents
ITEM 8.
FINANCIAL INFORMATION

A.
Consolidated Statements and Other Financial Information

See Item 18.

Legal Proceedings

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. We are not a party to any material litigation where claims or counterclaims have been filed against us other than routine legal proceedings incidental to our business.

Dividend Policy

The declaration, timing and amount of any dividend is subject to the discretion of our board of directors and will be dependent upon our earnings, financial condition, market prospects, capital expenditure requirements, investment opportunities, restrictions in our loan agreements, the provisions of the Marshall Islands law affecting the payment of dividends to shareholders, overall market conditions and other factors. On April 10, 2025, we paid a quarterly cash dividend of $0.01 per common share for the fourth quarter of 2024, to all shareholders of record as of March 27, 2025. On July 10, 2025, we paid a quarterly cash dividend of $0.01 per common share for the first quarter of 2025 to all shareholders of record as of June 30, 2025. On October 10, 2025, we paid a quarterly cash dividend of $0.03 per common share for the second quarter of 2025 to all shareholders of record as of August 18, 2025. On January 9, 2026, we paid a quarterly cash dividend of $0.09 per common share for the third quarter of 2025 to all shareholders of record as of December 29, 2025. On March 10, 2026, we declared a cash dividend of $0.10 per common share for the fourth quarter of 2025 payable on or about April 10, 2026, to all shareholders of record as of March 27, 2026.
 
Our board of directors may review and amend our dividend policy from time to time in light of our plans for future growth and other factors. In addition, since we are a holding company with no material assets other than the shares of our subsidiaries and affiliates through which we conduct our operations, our ability to pay dividends will depend on our subsidiaries and affiliates distributing to us their earnings and cash flow. Our loan agreements impose certain limitations on our ability to pay dividends and our subsidiaries’ ability to make distributions to us.

B.
Significant Changes

There have been no significant changes since the date of the consolidated financial statements included in this annual report, other than those described in note 11 “Subsequent events” of these statements.

ITEM 9.
THE OFFER AND LISTING

Not applicable except for Item 9.A.4. and Item 9.C.

Share History and Markets

Since July 6, 2022, the primary trading market for our common shares has been Nasdaq on which our shares are now listed under the symbol “USEA”.

ITEM 10.
ADDITIONAL INFORMATION

A.
Share Capital

Not applicable.

84
Table of Contents
B.
Memorandum and articles of association

Our current amended and restated articles of incorporation have been filed as Exhibit 1.1 to our Registration Statement on Form 20-F filed on June 6, 2022. The information contained in this exhibit is incorporated by reference herein.

On December 27, 2023, our board of directors adopted the Second Amended and Restated Bylaws of the Company, which are attached to this report as Exhibit 1.2.

A description of the material terms of our amended and restated articles of incorporation and second amended and restated bylaws and of our capital stock is included in “Description of Securities” attached hereto as Exhibit 2.4 and incorporated by reference herein.

C.
Material contracts

Attached as exhibits to this annual report are the contracts we consider to be both material and outside the ordinary course of business and are to be performed in whole or in part after the filing of this annual report. We refer you to “Item 4. Information on the Company – A. History and Development of the Company,” “Item 4. Information on the Company – B. Business Overview,” “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources,” and “Item 7. Major Shareholders and Related Party Transactions – B. Related Party Transactions” for a discussion of our material contracts. Other than as discussed in this annual report, we have no material contracts, other than contracts entered into in the ordinary course of business, to which we are a party.

D.
Exchange controls

Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls, or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our common shares.

E.
Taxation

The following represents the opinion of our United States and Marshall Islands tax counsel, Watson Farley & Williams LLP, and is a summary of the material U.S. federal income tax and Marshall Islands tax consequences of the ownership and disposition of our common shares as well as the material U.S. federal and Marshall Islands income tax consequences applicable to us and our operations. The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of our common shares that is treated for U.S. federal income tax purposes as:


 •
an individual citizen or resident of the United States;


•
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;


•
an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or


•
a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If you are not described as a U.S. Holder and are not an entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes, you will be considered a “Non-U.S. Holder.” The U.S. federal income tax consequences applicable to Non-U.S. Holders is described below under the heading “United States Federal Income Taxation of Non-U.S. Holders.”

85
Table of Contents
This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our common shares through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common shares, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership.

This summary is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, its legislative history, Treasury Regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change, possibly on a retroactive basis.

This summary does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only holders that will own and hold our common shares as capital assets within the meaning of Section 1221 of the Code and does not address the potential application of the alternative minimum tax or the U.S. federal income tax consequences to holders that are subject to special rules, including:


 •
financial institutions or “financial services entities”;


•
broker-dealers;


•
taxpayers who have elected mark-to-market accounting for U.S. federal income tax purposes;


•
tax-exempt entities;


•
governments or agencies or instrumentalities thereof;


•
insurance companies;


•
regulated investment companies;


•
real estate investment trusts;


•
certain expatriates or former long-term residents of the United States;


•
persons that actually or constructively own 10% or more (by vote or value) of our shares;


•
persons that own shares through an “applicable partnership interest”;


•
persons required to recognize income for U.S. federal income tax purposes no later than when such income is reported on an “applicable financial statement”;


•
persons that hold our common shares as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or


•
persons whose functional currency is not the U.S. dollar.

This summary does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, or state, local or non-U.S. tax laws.

We have not sought, nor do we intend to seek, a ruling from the Internal Revenue Service, or the IRS, as to any U.S. federal income tax consequence described herein. The IRS may disagree with the description herein, and its determination may be upheld by a court.

Because of the complexity of the tax laws and because the tax consequences to any particular holder of our common shares may be affected by matters not discussed herein, each such holder is urged to consult with its tax advisor with respect to the specific tax consequences of the ownership and disposition of our common shares, including the applicability and effect of state, local and non-U.S. tax laws, as well as U.S. federal tax laws.

86
Table of Contents
United States Federal Income Tax Consequences

Taxation of Operating Income in General

Unless exempt from United States federal income taxation under the rules discussed below, a foreign corporation is subject to United States federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a shipping pool, partnership, strategic alliance, joint operating agreement, code sharing arrangement or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as “shipping income,” to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of the gross shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States, exclusive of certain U.S. territories and possessions, constitutes income from sources within the United States, which we refer to as “U.S. source gross shipping income.”

Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are prohibited by law from engaging in transportation that produces income considered to be 100% from sources within the United States.

Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income earned by us that is derived from sources outside the United States will not be subject to any United States federal income tax.

We are subject to a 4% tax imposed without allowance for deductions for such taxable year, as described in “– Taxation in Absence of Exemption,” unless we qualify for exemption from tax under Section 883 of the Code, the requirements of which are described in detail below.

Exemption of Operating Income from United States Federal Income Taxation

Under Section 883 of the Code and the regulations thereunder, we will be exempt from United States federal income taxation on our U.S. source shipping income if (i) we are organized in a foreign country (our “country of organization”) that grants an “equivalent exemption” to corporations organized in the United States and (ii) one of the following statements is true:


 •
more than 50% of the value of our stock is owned, directly or indirectly, by “qualified shareholders,” that are persons (i) who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States, and (ii) we satisfy certain substantiation requirements, which we refer to as the “50% Ownership Test”; or


•
our stock is “primarily” and “regularly” traded on one or more established securities markets in our country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States, which we refer to as the “Publicly-Traded Test.”

The jurisdictions where we and our subsidiaries are incorporated grant “equivalent exemptions” to United States corporations. Therefore, we will be exempt from United States federal income taxation with respect to our U.S. source shipping income if we satisfy either the 50% Ownership Test or the Publicly-Traded Test.

50% Ownership Test

Under the regulations, a foreign corporation will satisfy the 50% Ownership Test for a taxable year if (i) for at least half of the number of days in the taxable year, more than 50% of the value of its stock is owned, directly or constructively through the application of certain attribution rules prescribed by the regulations, by one or more shareholders who are residents of foreign countries that grant “equivalent exemption” to corporations organized in the United States and (ii) the foreign corporation satisfies certain substantiation and reporting requirements with respect to such shareholders. These substantiation requirements are onerous and therefore there can be no assurance that we would be able to satisfy them, even if our share ownership would otherwise satisfy the requirements of the 50% Ownership Test.

We believe that we did not satisfy the 50% Ownership Test for our 2025 taxable year.

87
Table of Contents
Publicly-Traded Test

The regulations provide that the stock of a foreign corporation will be considered to be “primarily traded” on an established securities market in a country if the number of shares of each class of stock used to satisfy the Publicly-Traded Test that is traded during the taxable year on all established securities markets in that country exceeds the number of shares in each such class that is traded during that year on established securities markets in any other single country.

Under the regulations, the stock of a foreign corporation will be considered “regularly traded” if one or more classes of its stock representing 50% or more of its outstanding shares, by total combined voting power of all classes of stock entitled to vote and by total combined value of all classes of stock, are listed on one or more established securities markets (such as the Nasdaq Capital Market on which our common shares are traded).

The regulations further require that with respect to each class of stock relied upon to meet the listing requirement: (i) such class of the stock is traded on the market, other than in minimal quantities, on at least sixty (60) days during the taxable year or one-sixth (1/6) of the days in a short taxable year; and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year. Even if a foreign corporation does not satisfy both tests, the regulations provide that the trading frequency and trading volume tests will be deemed satisfied by a class of stock if such class of stock is traded on an established market in the United States and such class of stock is regularly quoted by dealers making a market in such stock.

Notwithstanding the foregoing, the regulations provide, in pertinent part, that a class of stock will not be considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or constructively under specified attribution rules, on more than half the days during the taxable year by persons who each own directly or indirectly 5% or more of the vote and value of such class of stock, whom we refer to as “5% Shareholders.” We refer to this restriction in the regulations as the “Closely-Held Rule.”

For purposes of being able to determine our 5% Shareholders, the regulations permit a foreign corporation to rely on Schedule 13G and Schedule 13D filings with the Commission. The regulations further provide that an investment company that is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes.

We believe that our common shares constituted 50% or more of our outstanding shares, by total combined voting power of all classes of our stock entitled to vote and by total combined value of all classes of stock for 2025. Furthermore, based on our analysis of our shareholdings during 2025 (Schedule 13G and Schedule 13D filings with the Commission), we believe that we satisfied the Publicly-Traded Test for our 2025 taxable year, and intend to take this position on our tax return.

Due to the factual nature of the issues involved, there can be no assurance that we and our subsidiaries will qualify for the benefits of Section 883 of the Code for the subsequent taxable years.

Taxation in Absence of Exemption

To the extent the benefits of Section 883 are unavailable, our U.S. source gross shipping income, to the extent not considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, otherwise referred to as the “4% Tax.” Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% Tax.

To the extent the benefits of the Section 883 exemption are unavailable and our U.S. source gross shipping income is considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, any such “effectively connected” U.S. source gross shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax currently imposed at a rate of 21%. In addition, we may be subject to the 30% “branch profits” tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and for certain interest paid or deemed paid attributable to the conduct of our U.S. trade or business.

88
Table of Contents
Our U.S. source gross shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:


 •
we have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and


•
substantially all of our U.S. source gross shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States, or, in the case of income from the leasing of a vessel, is attributable to a fixed place of business in the United States.

We do not intend to have, or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis, or income earned from the leasing of a vessel attributable to a fixed place of business in the United States. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S. source gross shipping income will be “effectively connected” with the conduct of a U.S. trade or business.

United States Taxation of Gain on Sale of Vessels

Regardless of whether we qualify for exemption under Section 883, we will not be subject to United States federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under United States federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.

United States Federal Income Taxation of U.S. Holders

Taxation of Distributions Paid on Common Shares

Subject to the passive foreign investment company, or PFIC, rules discussed below, any distributions made by us with respect to common shares to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or “qualified dividend income” as described in more detail below, to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in his common shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will generally not be entitled to claim a dividends-received deduction with respect to any distributions they receive from us.

Dividends paid on common shares to a U.S. Holder which is an individual, trust, or estate (a “U.S. Non-Corporate Holder”) will generally be treated as “qualified dividend income” that is taxable to such shareholders at preferential U.S. federal income tax rates provided that (1) the common shares are readily tradable on an established securities market in the United States (such as the Nasdaq Capital Market on which the common shares are currently listed); (2) we are not a passive foreign investment company, or PFIC, for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we do not believe we are or have been, and do not expect to be); (3) the U.S. Non-Corporate Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend; and (4) certain other conditions are met.

Any dividends paid by us which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Holder.

Special rules may apply to any “extraordinary dividend” — generally, a dividend in an amount which is equal to or in excess of 10% of a shareholder’s adjusted basis in a common share — paid by us. If we pay an “extraordinary dividend” on our common shares that is treated as “qualified dividend income,” then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend.

89
Table of Contents
Sale, Exchange or other Disposition of Common Shares

Assuming we do not constitute a PFIC for any taxable year, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in the common shares is greater than one year at the time of the sale, exchange or other disposition. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.

Passive Foreign Investment Company Rules

Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a PFIC for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held our common shares, either:


 •
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or


•
at least 50% of the average value of the assets held by us during such taxable year produce, or are held for the production of, passive income.

For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary companies in which we own at least 25% of the value of the subsidiary’s stock or other ownership interest. Income earned, or deemed earned, by us in connection with the performance of services should not constitute passive income. By contrast, rental income, which includes bareboat hire, would generally constitute “passive income” unless we are treated under specific rules as deriving rental income in the active conduct of a trade or business.

Based on our current operations and future projections, we do not believe that we are or have been a PFIC during our 2025 taxable year, nor do we expect to become, a PFIC with respect to our 2026 taxable year or any future taxable year. Although there is no legal authority directly on point, our determination is based principally on the position that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly owned subsidiaries should constitute services income, rather than rental income. Correspondingly, we believe that such income does not constitute passive income, and the assets that we or our wholly owned subsidiaries own and operate in connection with the production of such income, in particular the vessels, do not constitute passive assets for purposes of determining whether we are a PFIC. We believe there is substantial legal authority supporting our position consisting of case law and Internal Revenue Service pronouncements concerning the characterization of income derived from time charters and voyage charters as services income. However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. It should be noted that in the absence of any legal authority specifically relating to the statutory provisions governing PFICs, the Internal Revenue Service or a court could disagree with this position. In addition, although we intend to conduct our affairs in a manner so as to avoid being classified as a PFIC with respect to any taxable year, there can be no assurance that the nature of our operations will not change in the future.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a “Qualified Electing Fund,” which election is referred to as a “QEF election.” As an alternative to making a QEF election, a U.S. Holder should be able to make a “mark-to-market” election with respect to the common shares, as discussed below. In addition, if we were to be treated as a PFIC, a U.S. Holder would be required to file an IRS Form 8621 with respect to such holder’s common shares.

90
Table of Contents
Taxation of U.S. Holders Making a Timely QEF Election

If a U.S. Holder makes a timely QEF election, which U.S. Holder is referred to as an “Electing Holder,” the Electing Holder must report each year for U.S. federal income tax purposes its pro rata share of our ordinary earnings and its net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by the Electing Holder. The Electing Holder’s adjusted tax basis in the common shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of the common shares. A U.S. Holder would make a QEF election with respect to any year that we are a PFIC by filing IRS Form 8621 with his, her or its U.S. federal income tax return. After the end of each taxable year, we will determine whether we were a PFIC for such taxable year. If we determine or otherwise become aware that we are a PFIC for any taxable year, we will use commercially best efforts to provide each U.S. Holder with all necessary information, including a PFIC Annual Information Statement, in order to enable such holder to make a QEF election for such taxable year.

Taxation of U.S. Holders Making a “Mark-to-Market” Election

Alternatively, if we were to be treated as a PFIC for any taxable year and, as anticipated, our common shares are treated as “marketable stock,” a U.S. Holder would be allowed to make a “mark-to-market” election with respect to our common shares. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end of the taxable year over such U.S. Holder’s adjusted tax basis in the common shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in the common shares over the common shares’ fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s tax basis in such U.S. Holder’s common shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of the common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder.

Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election

Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a “mark-to-market” election for that year, whom we refer to as a “Non-Electing Holder,” would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on our common shares in a taxable year in excess of 125 percent of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common shares), and (2) any gain realized on the sale, exchange or other disposition of our common shares. Under these special rules:


 •
the excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the common shares;


•
the amount allocated to the current taxable year and any taxable year before we became a passive foreign investment company would be taxed as ordinary income; and


•
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of our common shares. If a Non-Electing Holder who is an individual dies while owning our common shares, such Non-Electing Holder’s successor generally would not receive a step-up in tax basis with respect to such stock.

91
Table of Contents
Net Investment Income Tax

A U.S. Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (1) such U.S. Holder’s “net investment income” (or undistributed “net investment income” in the case of estates and trusts) for the relevant taxable year and (2) the excess of such U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A U.S. Holder’s net investment income will generally include its gross dividend income and its net gains from the disposition of the common shares, unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). Net investment income generally will not include a U.S. Holder’s pro rata share of the Company’s income and gain (if we are a PFIC and that U.S. Holder makes a QEF election, as described above in “— Taxation of U.S. Holders Making a Timely QEF Election”). However, a U.S. Holder may elect to treat inclusions of income and gain from a QEF election as net investment income. Failure to make this election could result in a mismatch between a U.S. Holder’s ordinary income and net investment income. If you are a U.S. Holder that is an individual, estate or trust, you are urged to consult your tax advisor regarding the applicability of the net investment income tax to your income and gains in respect of your investment in our common shares.

United States Federal Income Taxation of Non-U.S. Holders

Dividends paid to a Non-U.S. Holder with respect to our common shares generally should not be subject to U.S. federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains in the United States).

In addition, a Non-U.S. Holder generally should not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of our common shares unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States) or the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of sale or other disposition and certain other conditions are met (in which case such gain from United States sources may be subject to tax at a 30% rate or a lower applicable tax treaty rate).

Dividends and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally should be subject to tax in the same manner as for a U.S. Holder and, if the Non-U.S. Holder is a corporation for U.S. federal income tax purposes, it also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.

Backup Withholding and Information Reporting

In general, information reporting for U.S. federal income tax purposes should apply to distributions made on our common shares within the United States to a non-corporate U.S. Holder and to the proceeds from sales and other dispositions of our common shares to or through a U.S. office of a broker by a non-corporate U.S. Holder. Payments made (and sales and other dispositions effected at an office) outside the United States will be subject to information reporting in limited circumstances.

In addition, backup withholding of U.S. federal income tax, currently at a rate of 24%, generally should apply to distributions paid on our common shares to a non-corporate U.S. Holder and the proceeds from sales and other dispositions of our common shares by a non-corporate U.S. Holder, who:


 •
fails to provide an accurate taxpayer identification number;


•
is notified by the IRS that backup withholding is required; or


•
fails in certain circumstances to comply with applicable certification requirements.

92
Table of Contents
A Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Rather, the amount of any backup withholding generally should be allowed as a credit against a U.S. Holder’s or a Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished to the IRS.

Individuals who are U.S. Holders (and to the extent specified in applicable Treasury regulations, certain individuals who are Non-U.S. Holders and certain U.S. entities) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury regulations). Specified foreign financial assets would include, among other assets, our common shares, unless the shares are held through an account maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury regulations, an individual Non-U.S. Holder or a U.S. entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.

Marshall Islands Tax Consequences

We are incorporated in the Republic of the Marshall Islands. In the opinion of our Marshall Islands tax counsel, Watson Farley & Williams LLP, under current Marshall Islands law, we are not subject to tax on income or capital gains.  No Marshall Islands withholding tax will be imposed upon payment of dividends by us to our shareholders, and holders of our common shares that are not residents of or domiciled or carrying on any commercial activity in the Republic of the Marshall Islands will not be subject to Marshall Islands tax on the sale or other disposition of our common shares.

F.
Dividends and paying agents

Not applicable.

G.
Statement by experts

Not applicable.

H.
Documents on display

We file annual reports and other information with the Commission. Our Commission filings are also available to the public at the website maintained by the Commission at http://www.sec.gov, as well as on our website at www.unitedmaritime.gr. The information contained on, or that can be accessed through, these websites is not incorporated by reference herein and does not form part of this annual report.

I.
Subsidiary information

Not applicable.

93
Table of Contents
J.
ANNUAL REPORT TO SECURITY HOLDERS.

We are currently not required to provide an annual report to security holders in response to the requirements of Form 6-K.

ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are exposed to risks associated with changes in interest rates relating to our unhedged variable–rate borrowings, according to which we pay interest at a rate of term SOFR plus a margin; as such increases in interest rates could affect our results of operations and ability to service our debt. As of December 31, 2025, we had aggregate variable-rate borrowings of $48.8 million. We have not entered into any hedging contracts to protect against interest rate fluctuations.

The following table sets forth the sensitivity of our existing loans as of December 31, 2025, as to a 100-basis point increase in term SOFR and reflects the additional interest expense.

Year
Amount (in $ thousands)
2026
553
2027
492
2028
422
2029
329
2030
212
2031
99
Total
2,107

Foreign Currency Exchange Rate Risk

We generate all of our revenue in U.S. dollars. Approximately 6% of our operating expenses and half of our general and administration expenses (approximately 55% in 2025) are in currencies other than the U.S. dollar, primarily the Euro. For accounting purposes, expenses incurred in other currencies are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. We do not consider the risk from exchange rate fluctuations to be material for our results of operations. However, the portion of our business conducted in other currencies could increase in the future, which could expand our exposure to losses arising from exchange rate fluctuations. We have not hedged currency exchange risks associated with our expenses.

ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

94
Table of Contents
PART II

ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.
CONTROLS AND PROCEDURES

a)
Disclosure Controls and Procedures

Management (our Chief Executive Officer and our Chief Financial Officer) has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this annual report (as of December 31, 2025). The term disclosure controls and procedures is defined under the Commission’s rules as controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management (our Chief Executive Officer and our Chief Financial Officer, or persons performing similar functions) as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of the evaluation date.

b)
Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is identified in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and our Chief Financial Officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP.

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with the authorization of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

95
Table of Contents
Management (our Chief Executive Officer and our Chief Financial Officer), has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Company’s internal control over financial reporting is effective as of December 31, 2025.

However, it should be noted that because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements with certainty even when determined to be effective and can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate / obsolete because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

c)
Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report of the Company’s registered public accounting firm because as an emerging growth company, we are exempt from this requirement.

d)
Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the year covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16.
[Reserved]

ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that Christina Anagnostara, an independent director, chairman and a member of our audit committee, is an “Audit Committee Financial Expert” under Commission rules and the corporate governance rules of the Nasdaq Stock Market.

ITEM 16B.
CODE OF ETHICS

We have adopted a Code of Business Conduct and Ethics that applies to our employees, officers and directors. Our Code of Business Conduct and Ethics is available on our website at www.unitedmaritime.gr. Information on our website does not constitute a part of this annual report and is not incorporated by reference. We will also provide a hard copy of our Code of Business Conduct and Ethics free of charge upon written request. We intend to disclose any waivers to or amendments of the Code of Business Conduct and Ethics for the benefit of any of our directors and executive officers within 5 business days of such waiver or amendment. Shareholders may direct their requests to the attention of Investor Relations, United Maritime Corporation, 154 Vouliagmenis Avenue, 16674 Glyfada, Greece.

96
Table of Contents
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal accountants are Ernst & Young (Hellas) Certified Auditors Accountants S.A. Audit and audit-related services billed and accrued from Ernst & Young (Hellas) Certified Auditors Accountants S.A. are as follows:

   
2025
    
2024
  
Audit fees
  
$
216,000
    
$
197,000
  
Audit related fees
    
-
      
13,000
  
Total fees
  
$
216,000
    
$
210,000
  

Audit fees for 2025 related to professional services rendered for the audit of our financial statements of United Maritime Corporation for the year ended December 31, 2025. Audit fees for 2024 related to professional services rendered for the audit of our financial statements of United Maritime Corporation for the year ended December 31, 2024. There are no non-audit services provided in 2025 and 2024. As per the audit committee charter, our audit committee pre-approves all audit, audit-related and non-audit services not prohibited by law to be performed by our independent registered public accounting firm and associated fees prior to the engagement of the independent registered public accounting firm with respect to such services. Our audit committee has adopted a policy which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditors are to be pre-approved.

ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Month
  
Total
Number of
Shares (or Units)
Purchased
    
Average
Price Paid
per Share
(or Units)
    
Total Number of
Shares (or Units)
Purchased as Part
of Publicly Announced
Plans or Programs
    
Maximum Number (or
Approximate Dollar Value)
of Shares (or Units)
that May Yet Be Purchased
Under the Plans or Programs
  
August 1-31, 2025
    
11,500
    
$
1.62
      
11,500
    
$
1,843,250
  
September 1-30, 2025
    
50,963
    
$
1.73
      
50,963
    
$
1,755,495
  
October 1-31, 2025
    
36,348
    
$
1.69
      
36,348
    
$
1,694,422
  
November 1-30, 2025
    
21,511
    
$
1.60
      
21,511
    
$
1,660,200
  
December 1-31, 2025
    
300
    
$
1.67
      
300
    
$
1,659,702
  
January 1-31, 2026
    
9,506
    
$
1.74
      
9,506
    
$
1,643,224
  

In addition, the Company’s Chairman and Chief Executive Officer acquired, during 2025 and until April 2, 2026, a total of 115,622 common shares in the open market for an aggregate purchase price of approximately $0.2 million.

In October 2022, our board of directors authorized a share repurchase plan, pursuant to which we may repurchase up to $3.0 million of our outstanding common shares in the open market. As extended, this plan is set to expire on December 31, 2026. During the year ended December 31, 2025, we repurchased an aggregate of 120,622 of our outstanding common shares under the share repurchase plan at an average price of approximately $1.68 per share for a total of approximately $0.2 million.

ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

97
Table of Contents
ITEM 16G.
CORPORATE GOVERNANCE

As a foreign private issuer, as defined in Rule 3b-4 under the Exchange Act, the Company is permitted to follow certain corporate governance rules of its home country in lieu of Nasdaq’s corporate governance rules. The Company’s corporate governance practices deviate from Nasdaq’s corporate governance rules in the following ways:


 •
In lieu of obtaining shareholder approval prior to the issuance of designated securities or the adoption of equity compensation plans or material amendments to such equity compensation plans, we will comply with provisions of the BCA, providing that the board of directors approves share issuances and adoptions of and material amendments to equity compensation plans. Likewise, in lieu of obtaining shareholder approval prior to the issuance of securities in certain circumstances, consistent with the BCA and our amended and restated articles of incorporation and second amended and restated bylaws, the board of directors approves certain share issuances.


•
The Company’s board of directors is not required to have an Audit Committee comprised of at least three members. Our Audit Committee is comprised of two members.


•
The Company’s board of directors is not required to meet regularly in executive sessions without management present.


•
As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law and as provided in our second amended and restated bylaws, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting.

Other than as noted above, we are in full compliance with all other applicable Nasdaq corporate governance standards.

ITEM 16H.
MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J.
INSIDER TRADING POLICIES

Our board of directors has adopted the “Statement of Company Policy – Trading in the Company’s Securities” in relation to policies and procedures to detect and prevent insider trading (“Insider Trading Policy”) governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our Insider Trading Policy has been filed as Exhibit 11.1 to this annual report.

98
Table of Contents
ITEM 16K.
CYBERSECURITY


We believe that cybersecurity is fundamental in our operations and, as such, we are committed to maintaining robust governance and oversight of cybersecurity risks and to implementing comprehensive processes and procedures for identifying, assessing, and managing material risks from cybersecurity threats as part of our broader risk management system and processes. Our cybersecurity risk management strategy prioritizes detection, analysis and response to known, anticipated or unexpected threats; effective management of security risks; and resiliency against incidents. With the ever-changing cybersecurity landscape and continual emergence of new cybersecurity threats, our board of directors and senior management team ensure that adequate resources are devoted to cybersecurity risk management and the technologies, processes and people that support it. We implement risk-based controls to protect our information, the information of our customers, suppliers, and other third parties, our information systems, our business operations, and our vessels.


As part of our cybersecurity risk management system, our information and technology management team is comprised of a senior IT professional, leading an appropriately staffed information and technology department, having extensive experience and expertise on all information and technology matters, including cybersecurity. To this end, our information and technology management team tracks and logs privacy and security incidents across our Company, our vessels, our customers, suppliers and other third-party service providers to remediate and resolve any such incidents. Significant incidents are reviewed regularly by our information and technology management team to determine whether further escalation is appropriate. We also engage annually third parties, such as specialized assessors and consultants, as well as our internal audit department, to audit our information security systems, whose findings are reported to our senior management team. Any identified incident assessed as potentially being or potentially becoming material is immediately escalated for further assessment, and then reported to our senior management team who is responsible to assess its overall materiality in due time and decide whether further reference to our board of directors is necessary. We further consult with outside counsel as appropriate, including on materiality analysis and disclosure requirements, and our senior management, in cooperation if required with our board of directors, makes the final materiality determinations and disclosure and other compliance decisions.


As we do not have a dedicated board committee solely focused on cybersecurity, our senior management team has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, cooperation with law enforcement, and related effects on financial and other risks, and it reports any material findings and recommendations, as appropriate, to our board of directors for consideration.


Overall, our approach to cybersecurity risk management includes the following key elements:


 (i)
Continuous monitoring of cybersecurity threats, both internal and external. through the use of data analytics and network monitoring systems.



(ii) Engagement of third party consultants and other advisors to assist in assessing points of vulnerability of our information security systems.



(iii)
Overall assessment of cybersecurity incidents materiality and potential impact on the company’s operations and financial condition by our senior management team and our board of directors, in cooperation, if considered necessary, with specialized external consultants.



(iv)
Oversight responsibility of cybersecurity risks and compliance with relevant disclosure requirements lies with our senior management team and our board of directors.



(v)
Training and Awareness – we have various information technology policies relating to cybersecurity. We also provide employee mandatory training that is administered on a periodic basis that reinforces our information technology policies, standards and practices, as well as the expectation that employees comply with these policies and identify and report potential cybersecurity risks. We also require employees to sign confidentiality agreements, where appropriate to their role.


We continue to invest in our cybersecurity systems and to enhance our internal controls and processes. Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, including as a result of previously identified cybersecurity incidents, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents. While we have dedicated appropriate resources to identifying, assessing, and managing material risks from cybersecurity threats, our efforts may not be adequate, may fail to accurately assess the severity of an incident, may not be sufficient to prevent or limit harm, or may fail to sufficiently remediate an incident in a timely fashion, any of which could harm our business, reputation, results of operations and financial condition. For more information certain risks associated with cybersecurity, see “Item 3.D. Risk Factors—Company-Specific Risk Factors—A cyber-attack could materially disrupt our business.”

99
Table of Contents
PART III

ITEM 17.
FINANCIAL STATEMENTS

See Item 18.

ITEM 18.
FINANCIAL STATEMENTS

The financial information required by this item, together with the reports of Ernst & Young (Hellas) Certified Auditors Accountants S.A., are set forth on pages F-1 through F-43 and are filed as part of this annual report.

ITEM 19.
EXHIBITS

Exhibit
Number
 
Description
 
Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022)
 
 
 
 
Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 1.1 to the Company’s Report on Form 6-K filed with the Commission on December 27, 2023)
 
 
 
 
Form of Common Share Certificate (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022)
 
 
 
 
Statement of Designation of the Series A Participating Preferred Stock of the Company (incorporated by reference to Exhibit 2.2 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
 
 
 
 
Statement of Designation of the Series B Preferred Shares of the Company (incorporated by reference to Exhibit 2.3 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
 
 
 
 
Description of Securities*
 
 
 
 
Amended and Restated Shareholders’ Rights Agreement dated as of December 27, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 6-K filed with the Commission on December 27, 2023)
 
 
 
 
 
Amendment to the Amended and Restated Shareholders’ Rights Agreement dated as of April 1, 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
     
 
Amendment, Assignment and Assumption Agreement dated June 30, 2025 between the Company and Continental Stock Transfer & Trust Company*
 
 
 
 
Amended and Restated Equity Incentive Plan of the registrant dated March 9, 2026*
 
 
 
 
Right of First Refusal Agreement by and between the Company and Seanergy Maritime Holdings Corp. (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1 filed with the Commission on July 12, 2022)
 
 
 
 
Contribution and Conveyance Agreement by and between the Company and Seanergy Maritime Holdings Corp. (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form F-1 filed with the Commission on July 12, 2022)
 
 
 
 
Master Management Agreement by and between the Company and Seanergy Maritime Holdings Corp. (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form F-1 filed with the Commission on July 12, 2022)
     
​
Form of Technical Management Agreement with Seanergy Shipmanagement Corp. (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022)
 
​
 
​
Form of Technical Management Agreement with V.Ships Limited (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 20-F filed with the Commission on April 4, 2023)

100
Table of Contents
 
Novation Agreement with V.Ships Limited and V.Ships Greece for the M/V Tradership with respect to the Technical Management Agreement with V.Ships Limited (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 20-F filed with the Commission on April 10, 2025)
 
 
 
 
Form of Ship Technical Management Agreement with V.Ships Greece for the M/V Exelixsea (incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F filed with the Commission on April 10, 2025)
 
 
 
 
Form of Addendum to Technical Management Agreement with V.Ships Greece in relation to emissions scheme obligations for the M/V Exelixsea and M/V Tradership (incorporated by reference to Exhibit 4.11 to the Company’s Annual Report on Form 20-F filed with the Commission on April 10, 2025)
 
 
 
 
Form of Guarantee in respect of the M/V Exelixsea and M/V Tradership between the registrant and V.Ships Greece in relation to emission scheme obligations (incorporated by reference to Exhibit 4.12 to the Company’s Annual Report on Form 20-F filed with the Commission on April 10, 2025)
 
 
 
 
Commercial Management Agreement between United Management Corp. and Seanergy Management Corp. dated April 5, 2023 (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
 
​
 
​
Commercial Management Agreement between United Management Corp. and Fidelity Marine Inc. dated April 5, 2023 (incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
 
​
 
​
Form of Services Agreement with United Management Corp. (incorporated by reference to Exhibit 4.11 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
 
​
 
​
Form of Securities Purchase Agreement between United Maritime Corporation and certain purchasers thereto (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 6-K filed with the Commission on July 21, 2022)
 
 
 
 
Warrant Agency Agreement dated July 19, 2022 between United Maritime Corporation and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 6-K filed with the Commission on July 21, 2022)
 
 
 
 
Form of Class A Share Purchase Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 6-K filed with the Commission on July 21, 2022)
 
 
 
 
Bareboat Charter Agreement dated April 12, 2023 between NML Cretansea LLC and Cretansea Maritime Co. for the M/V Cretansea (incorporated by reference to Exhibit 4.20 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
     
 
Amendment Agreement dated March 22, 2024 to a Bareboat Charter dated April 12, 2023 in relation to the M/V Cretansea (incorporated by reference to Exhibit 4.23 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
     
 
Guarantee in respect of the M/V Cretansea dated April 12, 2023 between NML Trustee LLC and United Maritime Corporation (incorporated by reference to Exhibit 4.21 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
 
 
 
 
Guarantee in respect of the M/V Cretansea dated April 12, 2023 between NML Trustee LLC and Oasea Maritime Co. (incorporated by reference to Exhibit 4.22 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)

101
Table of Contents
 
Bareboat Charter Agreement dated February 22, 2024 between Exelixsea Maritime Co. and Village Seven Co., Ltd and V7 Fune Inc. for the M/V Exelixsea (incorporated by reference to Exhibit 4.31 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
 
 
 
 
Guarantee in respect of the M/V Exelixsea dated February 22, 2024 issued by United Maritime Corporation (incorporated by reference to Exhibit 4.32 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
     
 
Bareboat Charterparty dated July 24, 2024, between Onishi Kaiun Co., Ltd. and Ocean West Shipping S.A. and Synthesea Maritime Co. for the M/V Synthesea (incorporated by reference to Exhibit 4.32 to the Company’s Annual Report on Form 20-F filed with the Commission on April 10, 2025)
 
 
 
 
Addendum No.1 to the Bareboat Charterparty dated July 24, 2024, between Onishi Kaiun Co., Ltd. and Ocean West Shipping S.A. and Synthesea Maritime Co. for the M/V Synthesea (incorporated by reference to Exhibit 4.33 to the Company’s Annual Report on Form 20-F filed with the Commission on April 10, 2025)
 
 
 
 
Addendum No.2 to the Bareboat Charterparty dated July 24, 2024, between Onishi Kaiun Co., Ltd. and Ocean West Shipping S.A. and Synthesea Maritime Co. for the M/V Synthesea (incorporated by reference to Exhibit 4.34 to the Company’s Annual Report on Form 20-F filed with the Commission on April 10, 2025)
 
 
 
 
Guarantee in respect of the M/V Synthesea dated July 24, 2024, of the registrant in favor of Onishi Kaiun Co., Ltd. and Ocean West Shipping S.A. (incorporated by reference to Exhibit 4.35 to the Company’s Annual Report on Form 20-F filed with the Commission on April 10, 2025)
     
 
Shareholders’ Agreement dated July 31, 2024 between RGI Marine Ltd, Steady Offshore Shipping Pte Ltd, United Maritime Corporation, Karean AS and Jonathan Elkington (incorporated by reference to Exhibit 4.36 to the Company’s Annual Report on Form 20-F filed with the Commission on April 10, 2025)
     
 
Addendum dated April 28, 2025 Shareholders’ Agreement dated July 31, 2024 between RGI Marine Ltd, Steady Offshore Shipping Pte Ltd, United Maritime Corporation, Karean AS and Jonathan Elkington*
     
 
Addendum dated October 31, 2025 Shareholders’ Agreement dated July 31, 2024 between RGI Marine Ltd, Steady Offshore Shipping Pte Ltd, United Maritime Corporation, Karean AS and Jonathan Elkington*
 
 
 
 
Subscription Agreement dated July 31, 2024 between RGI Marine Ltd, Steady Offshore Shipping Pte Ltd, United Maritime Corporation, Karean AS and Jonathan Elkington (incorporated by reference to Exhibit 4.37 to the Company’s Annual Report on Form 20-F filed with the Commission on April 10, 2025)
     
 
Addendum dated October 30, 2024 to the Subscription Agreement dated July 31, 2024 between RGI Marine Ltd, Steady Offshore Shipping Pte Ltd, United Maritime Corporation, Karean AS and Jonathan Elkington*
     
 
Addendum dated April 28, 2025 to the Subscription Agreement dated July 31, 2024 between RGI Marine Ltd, Steady Offshore Shipping Pte Ltd, United Maritime Corporation, Karean AS and Jonathan Elkington*
     
 
Addendum dated October 31, 2025 to the Subscription Agreement dated July 31, 2024 between RGI Marine Ltd, Steady Offshore Shipping Pte Ltd, United Maritime Corporation, Karean AS and Jonathan Elkington*
     
 
Addendum dated November 21, 2025 to the Subscription Agreement dated July 31, 2024 between RGI Marine Ltd, Steady Offshore Shipping Pte Ltd, United Maritime Corporation, Karean AS and Jonathan Elkington*
     
 
Loan agreement dated October 31, 2025 between United Maritime Corporation and RGI Marine Holding AS*

102
Table of Contents
4.39
 
  
Facility Agreement dated August 5, 2024, between Chrisea Maritime Co., United Maritime Corporation and Sinopac Capital International (HK) Limited for the M/V Chrisea (incorporated by reference to Exhibit 4.38 to the Company’s Annual Report on Form 20-F filed with the Commission on April 10, 2025)
     
 
Bareboat Charter Agreement dated February 6, 2026 between Duke Shipping Co. and Duke Maritime Co. for the M/V Dukeship*
     
 
Guarantee in respect of the M/V Dukeship dated February 6, 2026 between Duke Shipping Co. and United Maritime Corporation*
     
 
Bareboat Charter Agreement dated March 5, 2026 between Insight 40 Holding Limited and Nisea Maritime Co. for the M/V Nisea*
     
 
Guarantee in respect of the M/V Nisea dated March 5 2026 between Insight 40 Holding Limited and United Maritime Corporation*
     
​
List of Subsidiaries*
 
 
 
 
Statement of Company Policy – Trading in the Company’s Securities*
 
 
 
 
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer*
 
 
 
 
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial Officer*
 
 
 
 
Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
 
 
 
 
Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
 
 
 
 
Consent of Ernst & Young (Hellas) Certified Auditors Accountants S.A.*
 
 
 
 
Consent of Watson Farley & Williams LLP*
 
 
 
 
Policy for the Recovery of Erroneously Awarded Incentive Compensation of the Company (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
 
 
 
101
 
The following materials from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, formatted in Inline eXtensible Business Reporting Language (iXBRL):
(i)      Reports of Independent Registered Public Accounting Firm (PCAOB ID 1457),
(ii)     Consolidated Balance Sheets as of December 31, 2025, 2024 and 2023,
(iii)    Consolidated Statement of Operations for the year ended December 31, 2025, 2024 and 2023,
(iv)    Consolidated Statement of Stockholders’ Equity for the year ended December 31, 2025, 2024 and 2023,
(v)     Consolidated Statement of Cash Flows for the year ended December 31, 2025, 2024 and 2023, and
(vi)    Notes to Consolidated Financial Statements.*
 
 
 
104
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

*
Filed herewith

103
Table of Contents
SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 
United Maritime Corporation
     
 
By:
/s/ Stamatios Tsantanis
  
 
Name:
 Stamatios Tsantanis
 
Title:
Chief Executive Officer
     
Date: April 8, 2026
    

104
Table of Contents
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 
Page
   
F-2
   
F-3
   
F-4
   
Consolidated Statements of Other Comprehensive (Loss) / Income for the years ended December 31, 2025, 2024 and 2023
 F-5
   
F-6
   
F-7
   
F-8

F-1
Table of Contents
Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of United Maritime Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of United Maritime Corporation (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) / income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

We have served as the Company’s auditor since 2021.

Athens, Greece
April 8, 2026

F-2
Table of Contents
United Maritime Corporation
Consolidated Balance Sheets
December 31, 2025 and 2024
(In thousands of US Dollars, except for share and per share data)

   
Notes
    
2025
     2024  
ASSETS
                  
Current assets:
                  
Cash and cash equivalents
    
4
      
14,164
       6,412  
Restricted cash
     4
       400       -  
Accounts receivable trade
    
2, 13
      
1,421
       1,437  
Due from related parties
    2, 3
       386
       -  
Inventories
     2
      
363
       650  
Prepaid expenses
            
413
       601  
Vessel held for sale
     5
       14,744       14,880  
Other current assets
     2      
1,200
       503  
Total current assets
            
33,091
       24,483  
                         
Fixed assets:
                        
Vessels, net
    
5
      
58,827
       110,589  
Right-of-use assets
    6
       26,314       27,560  
Total fixed assets
            
85,141
       138,149  
                         
Other non-current assets:
                        
Restricted cash, non-current
    
4
      
-
       350  
Other non-current assets
     2,7
       1,445       1,155  
Equity method investment
     3,8
       17,407       3,588  
Deferred charges and other investments, non-current
     2
      
1,597
       4,348  
TOTAL ASSETS
            
138,681
       172,073  
                         
LIABILITIES AND STOCKHOLDERS’ EQUITY
                        
Current liabilities:
                        
Current portion of long-term debt and other financial liabilities, net of deferred finance costs and debt discounts of $339 and $723, respectively
    
7
      
14,327
       17,650  
Finance lease liabilities, current
    6
       16,938       2,032  
Due to related parties
    
3
      
9,486
       7,271  
Trade accounts and other payables
            
2,404
       1,823  
Accrued liabilities
            
4,075
       2,682  
Deferred revenue
     13
      
593
       1,395  
Dividends payable
    
12
      
818
       663  
Total current liabilities
            
48,641
       33,516  
                         
Non-current liabilities:
                        
Long-term debt and other financial liabilities, net of current portion and deferred finance costs and debt discounts of $518 and $989, respectively
    
7
      
33,574
       61,103  
Finance lease liabilities, non-current
     6       -       16,938  
Other liabilities, non-current
            
-
       428  
Total liabilities
            
82,215
       111,985  
                         
Commitments and contingencies
     11
       -       -  
                         
STOCKHOLDERS’ EQUITY
                        
Preferred stock, $0.0001 par value; 100,000,000 shares authorized; 40,000 Series B preferred shares issued and outstanding as at December 31, 2025 and 2024, respectively
     12
      
-
       -  
Common stock, $0.0001 par value; 2,000,000,000 authorized shares as at December 31, 2025 and 2024; 9,083,645 and 8,844,267 shares issued and outstanding as at December 31, 2025 and 2024, respectively
     12
      
1
       1  
Additional paid-in capital
    
12
      
39,455
       39,176  
Accumulated other comprehensive income / (loss)
             7       (4 )
Retained earnings
            
13,453
       20,915  
Total United Maritime Corporation stockholders’ equity
             52,916       60,088  
Non-controlling interest
     9
       3,550       -  
Total stockholder’s equity
            
56,466
       60,088  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
            
138,681
       172,073  

The accompanying notes are an integral part of these consolidated financial statements.

F-3
Table of Contents
United Maritime Corporation
 Consolidated Statement of Operations
For the years ended December 31, 2025, 2024 and 2023
(In thousands of US Dollars, except for share and per share data)

   
Notes
    
2025
     2024     2023  
                         
Vessel revenue, net
    
2, 3, 13
      
37,785
       45,439       36,067  
Expenses:
                                
Voyage expenses
     13
      
(5,066
)
     (1,771 )     (3,107 )
Vessel operating expenses
            
(15,655
)
     (19,745 )     (20,338 )
Management fees
            
(367
)
     (522 )     (545 )
Management fees – related party
     3
      
(1,661
)
     (1,741 )     (1,421 )
General and administration expenses
    
16
      
(4,306
)
     (4,010 )     (6,018 )
Depreciation and amortization
     5
      
(7,821
)
     (9,713 )     (9,078 )
Amortization of deferred dry-docking costs
             (2,995 )     (3,717 )     (285 )
Impairment loss
     5
       (2,142 )     (828 )     -  
Gain on sale of vessels, net
    
5
      
1,773
       1,426       11,804  
Operating (loss) / income
            
(455
)
     4,818       7,079  
Other income / (expenses), net:
                                
Interest and finance costs
    
14
      
(6,373
)
     (8,416 )     (7,183 )
Interest and finance costs-related party
     3
       (48 )     -       -  
Loss on extinguishment of debt
    
7
      
(640
)
     (397 )     (85 )
Interest income
            
218
       314       430  
Loss on equity method investment
     8
       (86 )     (142 )     -  
Other income
             151       311       112  
Gain on acquisition of RGI
     9
      1,268       -       -  
Foreign currency exchange (losses) / gain, net
            
(249
)
     129       (132 )
Total other expenses, net
            
(5,759
)
     (8,201 )     (6,858 )
Net (loss) / income
            
(6,214
)
     (3,383 )     221  
Less: Net (loss) / income attributable to non-controlling interest
            
(26
)
     -       -  
Net (loss) / income attributable to common stockholders of United Maritime Corporation
             (6,188 )     (3,383 )     221  
Dividends to non-vested participating securities
     15      
-
       -       (95 )
Net (loss) / income attributable to common stockholders
            
(6,188
)
     (3,383 )     126  
                                 
Net (loss) / income per common share, basic and diluted
    
15
      
(0.70
)
     (0.39 )     0.02
  
Weighted average common shares outstanding, basic and diluted
    
15
      
8,866,523
       8,711,951
       8,359,487
  

The accompanying notes are an integral part of these consolidated financial statements.

F-4
Table of Contents
United Maritime Corporation
 Consolidated Statements of Other Comprehensive (Loss) / Income
For the years ended December 31, 2025, 2024 and 2023
(In thousands of US Dollars, except for share and per share data)

   
2025
    
2024
     2023  
                   
Net (loss) / income
     (6,214 )     (3,383 )     221  
Other comprehensive income / (loss):
                        
Foreign currency translation differences
     13       (4 )     -  
Release of cumulative translation
     (4 )     -       -  
Other comprehensive income / (loss)
     9     (4 )     -  
Total comprehensive (loss) / income
     (6,205 )     (3,387 )     221  
Less: Comprehensive loss attributable to non-controlling interest
     (24 )     -       -  
Comprehensive (loss) / income attributable to United Maritime Corporation
     (6,181 )     (3,387 )     221  

The accompanying notes are an integral part of these consolidated financial statements.
F-5
Table of Contents
United Maritime Corporation
Consolidated Statements of Stockholders’ Equity
For the years ended December 31, 2025, 2024 and 2023
 (In thousands of US Dollars, except for share data)

   
Preferred stock Series B
    
Common stock
     Additional    
Accumulated
other
   
   

United
     Non-     Total  
   
# of
Shares
    
Par
Value
    
# of
Shares
    
Par
Value
    
paid-in
capital
     comprehensive loss
    
Retained
earnings
    
Maritime
Corporation
    
controlling interest
    
stockholders’
equity
  
                                                             
Balance, January 1, 2023
    
40,000
      
-
      
8,180,243
      
1
      
35,193
       -      
29,374
       64,568       -      
64,568
  
Issuance of common stock (including exercise of warrants) (Note 12)
    -       -       779,200       -       1,874       -       -       1,874       -       1,874  
Repurchase of common stock (Note 12)
    -       -       (264,813 )     -       (673 )     -       -       (673 )     -       (673 )
Dividends on common stock and participating non vested restricted stock awards (Note 12)
    -       -       -       -       -       -       (2,643 )     (2,643 )     -       (2,643 )
Stock based compensation (Note 16)
    -       -       -       -       2,522       -       -       2,522       -       2,522  
Net income
     -       -       -       -       -       -       221       221       -       221  
Balance, December 31, 2023
    40,000       -       8,694,630       1       38,916       -       26,952       65,869       -       65,869  
Issuance of common stock (including exercise of warrants) (Note 12)
     -       -       -       -       (50 )     -       -       (50 )     -       (50 )
Repurchase of common stock (Note 12)
     -       -       (185,363 )     -       (469 )     -       -       (469 )     -       (469 )
Dividends on common stock and participating non vested restricted stock awards (Note 12)
     -       -       -       -       -       -       (2,654 )     (2,654 )     -       (2,654 )
Stock based compensation (Note 16)
     -       -       335,000       -       779       -       -       779       -       779  
Foreign currency translation
     -       -       -       -       -       (4 )     -       (4 )     -       (4 )
Net loss
     -       -       -       -       -       -       (3,383 )     (3,383 )     -       (3,383 )
Balance, December 31, 2024
     40,000       -       8,844,267       1       39,176       (4 )     20,915       60,088       -       60,088  
Repurchase of common stock (Note 12)
     -       -       (120,622 )     -       (204 )     -       -       (204 )     -       (204 )
Dividends on common stock and participating non vested restricted stock awards (Note 12)
     -       -       -       -       -       -       (1,274 )     (1,274 )     -       (1,274 )
Stock based compensation (Note 16)
     -       -       360,000       -       483       -       -       483       -       483  
Foreign currency translation differences
     -       -       -       -       -       11       -       11       2       13  
Acquisition of RGI (Note 9)
     -       -       -       -       -       -       -       -       3,552       3,552  
Issuance of subsidiary’s common stock to NCI
     -       -       -       -       -       -       -       -       22       22  
Net loss
     -       -       -       -       -       -       (6,188 )     (6,188 )     (26 )     (6,214 )
Balance, December 31, 2025
     40,000       -       9,083,645       1       39,455       7       13,453       52,916       3,550       56,466  

The accompanying notes are an integral part of these consolidated financial statements.

F-6
Table of Contents
United Maritime Corporation
Consolidated Statements of Cash Flows
For the years ended December 31, 2025, 2024 and 2023
(In thousands of US Dollars)

   
2025
     2024     2023
  
Cash flows from operating activities:
                  
Net (loss) / income    
(6,214
)
     (3,383 )     221  
Adjustments to reconcile net (loss) / income to net cash from operating activities:
                        
Depreciation and amortization
    
7,821
       9,713       9,078  
Amortization of deferred dry-docking costs
     2,995       3,717       285  
Amortization of deferred finance costs and debt discounts
    
563
       727       781  
Stock based compensation
    
483
       779       2,522  
Loss on equity method investment
     86       142       -  
Loss on extinguishment of debt
    
312
       151       68  
Impairment loss
     2,142       828       -  
Adjustments related to EUAs
     139     -       -  
Gain on sale of vessels, net
    
(1,773
)
     (1,426 )     (11,804 )
Gain on acquisition of RGI
     (1,268 )     -       -  
Changes in operating assets and liabilities:
                        
Accounts receivable trade
    
16
       (1,185 )     527  
Inventories
    
313
       (82 )     (531 )
Prepaid expenses
    
188
       (55 )     443  
Other current assets
    
(518
)
     3,182       (478 )
Due from related parties
    -       142       (142 )
Deferred charges, non-current
    
(1,941
)
     (6,580 )     (5,519 )
Trade accounts and other payables
    
(1,687
)
     (1,762 )     (1,566 )
Accrued liabilities
    
(50
)
     (4,979 )     1,142  
Due to related parties
    
1,407
       2,467       (755 )
Deferred revenue
    
(802
)
     868       (500 )
Net cash provided by / (used in) operating activities
    
2,212
       3,264       (6,228 )
Cash flows from investing activities:
                        
Vessels acquisitions and improvements
    
(668
)
     (249 )     (81,748 )
Acquisition of a subsidiary, net of cash acquired
    
(4,151
)
     -       -  
Leasehold improvements
     (89 )     -       -  
Investment in equity securities
     (290 )     -       -  
Lease prepayments and other initial direct costs
     -       (8,288 )     (14,890 )
Equity method investments
     (4,871 )     (3,734 )     -  
Gross proceeds from sale of vessels
    
50,500
       20,220       37,500  
Net cash provided by / (used in) investing activities
    
40,431
       7,949       (59,138 )
Cash flows from financing activities:
                        
Proceeds from issuance of common stock and warrants, net of underwriters fees and commissions
    
-
       -       1,883  
Due to related parties
     219       4,411       -  
Proceeds from related party loan
     2,000       -       -  
Payment of related party loan
     (2,000 )     -       -  
Payments for repurchase of common stock
    
(204
)
     (469 )     (673 )
Proceeds from non-controlling interest
     22       -       -  
Proceeds from long-term debt and other financial liabilities
    
-
       47,145       54,500  
Payments of financing and stock issuance costs
    
(20
)
     (1,617 )     (1,801 )
Dividends paid
    (1,119 )     (2,643 )     (9,364 )
Payments of finance lease liabilities
     (2,032 )     (32,102 )     (2,752 )
Repayments of long-term debt and other financial liabilities
    
(31,707
)
     (33,677 )     (31,858 )
Net cash (used in) / provided by financing activities
    
(34,841
)
     (18,952 )     9,935  
Net increase / (decrease) in cash and cash equivalents and restricted cash
    
7,802
       (7,739 )     (55,431 )
Cash and cash equivalents and restricted cash at beginning of period
    
6,762
       14,501       69,932  
Cash and cash equivalents and restricted cash at end of period
    
14,564
       6,762       14,501  
                         
SUPPLEMENTAL CASH FLOW INFORMATION
                        
Cash paid during the period for:
                        
Interest
    
5,946
       7,599       6,335  
Deposit
     -       1,155       -  
                         
Noncash investing activities:
                        
Vessels’ improvements
     (20 )     (62 )     (232 )
Leasehold improvements
     (21 )     -       -  
Right-of use assets and initial direct costs
    -       (20,221 )     (34,792 )

                       
Noncash financing activities:
                        
Dividends on common stock and participating non vested restricted stock awards declared but not paid (Note 12)
     (818 )     (663 )     (652 )
Payments of financing and stock issuance stocks     -       -       (194 )

The accompanying notes are an integral part of these consolidated financial statements.

F-7
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

1.
Basis of Presentation and General Information:

United Maritime Corporation (the “Company” or “United”) was incorporated by Seanergy Maritime Holdings Corp. (“Seanergy” or “Parent”) on January 20, 2022 under the laws of the Republic of the Marshall Islands, having an initial share capital of 500 registered shares, of no par value, issued to the Parent. The Company completed the spin-off from Seanergy effective July 5, 2022. United’s common shares are listed on the Nasdaq Capital Market and began trading on July 6, 2022 under the symbol “USEA”. The Company is engaged in the ocean transportation of cargoes worldwide through the ownership and operation of dry-bulk vessels.

The accompanying consolidated financial statements include the accounts of United and its subsidiaries.

The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Accordingly, they do not include any adjustments that might result in the event that the Company is unable to continue as a going concern.

a.
Subsidiaries in Consolidation:

United’s subsidiaries included in these consolidated financial statements as of December 31, 2025:

Company
  
Country of
Incorporation
  
Vessel name
  
Date of Delivery
  
Date of
Sale/Disposal
United Management Corp. (1)(2)
  
Marshall Islands
  
N/A
  
N/A
  
N/A
Sea Glorius Shipping Co. (1)
  
Marshall Islands
  
Gloriuship
  
July 6, 2022
  
June 10, 2025
Epanastasea Maritime Co. (3)
  
Marshall Islands
  
Epanastasea
  
September 2, 2022
  
August 10, 2023
Parosea Shipping Co. (3)
  
Marshall Islands
  
Parosea
  
August 10, 2022
  
November 8, 2022
Bluesea Shipping Co. (3)
  
Marshall Islands
  
Bluesea
  
August 12, 2022
  
December 1, 2022
Minoansea Maritime Co. (1)
  
Marshall Islands
  
Minoansea
  
August 30, 2022
  
December 22, 2022
Good Maritime Co. (1)
 
Liberia
  
Goodship
 
February 10, 2023
  
September 16, 2025
Traders Maritime Co. (1)
 
Marshall Islands
  
Tradership
 
February 28, 2023
  
August 15, 2025
Chrisea Maritime Co. (1)
   Marshall Islands   Chrisea   February 21, 2023   N/A
Oasea Maritime Co. (1)
   Marshall Islands   Oasea   March 27, 2023   July 19, 2024
Cretansea Maritime Co. (1)(4)
   Marshall Islands   Cretansea   April 26, 2023   April 26, 2023
Synthesea Maritime Co. (1)(4)
   Liberia   Synthesea   August 1, 2023   August 1, 2024
Exelixsea Maritime Co. (1)(4)
   Marshall Islands   Exelixsea   August 29, 2023   March 27, 2024
Nisea Maritime Co. (1)(4)   Liberia   Nisea   September 10, 2024   N/A
RGI Marine Holdings AS (5)
  Norway   N/A   N/A   N/A
Duke Maritime Co. (1)
  Marshall Islands   N/A   N/A   N/A

(1)
Subsidiaries wholly owned
(2)
Management company
(3)
 Dissolved companies
(4)
Bareboat charterers
(5)
Majority owned subsidiary (Note 9)

F-8
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
2.
Significant Accounting Policies:

(a)
Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and include the accounts and operating results of United and its wholly-owned subsidiaries where United has control. Control is presumed to exist when United, through direct or indirect ownership, retains the majority of the voting interest. In addition, United evaluates its relationships with other entities to identify whether they are variable interest entities and to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is included in the consolidated financial statements. When the Company does not have a controlling interest in an entity, but exerts a significant influence over the entity, the Company applies the equity method of accounting. All intercompany balances and transactions have been eliminated on consolidation.

The Company deconsolidates a subsidiary or derecognizes a group of assets when the Company no longer controls the subsidiary or group of assets specified in Accounting Standards Codification (ASC or Codification) 810-10-40-3A. When control is lost, the Company derecognizes the assets and liabilities of the qualifying subsidiary or group of assets. The Financial Accounting Standards Board (“FASB”) concluded that the loss of control and the related deconsolidation of a subsidiary or derecognition of a group of assets specified in ASC 810-10-40-3A is a significant economic event that changes the nature of the investment held in the subsidiary or group of assets. Based on this consideration, a gain or loss is recognized upon the deconsolidation of a subsidiary or derecognition of a group of assets.

(b)
Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates include evaluation of relationships with other entities to identify whether they are variable interest entities, determination of vessel useful lives and determination of vessels’ impairment.

(c)
Foreign Currency Translation

United’s functional currency is the United States dollar since the Company’s vessels operate in international shipping markets and therefore primarily transact business in U.S. Dollars. The Company’s books of accounts are maintained in U.S. Dollars. Transactions involving other currencies are translated into the United States dollar using exchange rates that are in effect at the time of the transaction. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated to United States dollars at the foreign exchange rate prevailing at year-end. Gains or losses resulting from foreign currency translation are reflected in the consolidated statement of operations.

(d)
Concentration of Credit Risk

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents and accounts receivable trade. The Company places its cash and cash equivalents and restricted cash, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of the financial institutions in which it places its deposits. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of the financial condition of its customers, receives charter hires in advance and generally does not require collateral for its accounts receivable.

F-9
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
(e)
Cash and Cash Equivalents

United considers time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents.

(f)
Term Deposits

United classifies time deposits and all highly liquid investments with an original maturity of more than three months as term deposits.

(g)
Restricted Cash

Restricted cash is excluded from cash and cash equivalents. Restricted cash represents minimum cash deposits or cash collateral deposits required to be maintained with certain banks under the Company’s borrowing arrangements or in relation to bank guarantees issued on behalf of the Company, which are legally restricted as to withdrawal or use. In the event that the obligation relating to such deposits is expected to be terminated within the next twelve months, these deposits are classified as current assets; otherwise, they are classified as non-current assets.

(h)
Accounts Receivable Trade

Accounts receivable trade at each balance sheet date, includes receivables from charterers for hire, freight and demurrage billings, net of a provision for doubtful accounts. Receivables related to spot voyages are determined to be unconditional and are included in “Accounts Receivable Trade”. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. The Company also assessed the provisions of ASC 326, Financial Instruments—Credit Losses, by assessing the counterparties’ credit worthiness and concluded that there is no material impact in the Company’s financial statements as of December 31, 2025 and 2024. No provision for doubtful accounts was established as of December 31, 2025 and 2024.

(i)
Inventories

Inventories consist of lubricants and bunkers, which are measured at the lower of cost or net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.  Cost is determined by the first in, first out method.

(j)
Insurance Claims

The Company records insurance claim recoveries for insured losses incurred on damage to fixed assets and for insured crew medical expenses and for legal fees covered by directors’ and officers’ liability insurance. Insurance claim recoveries are recorded, net of any deductible amounts, at the time the Company’s fixed assets suffer insured damages or when crew medical expenses are incurred, recovery is probable under the related insurance policies, the claim is not subject to litigation and the Company can make an estimate of the amount to be reimbursed. The classification of the insurance claims into current and non-current assets is based on management’s expectations as to their collection dates. The Company assesses the counterparties’ credit worthiness according to provisions of ASC 326, Financial Instruments—Credit Losses.  No provision for credit losses was recorded with regards to any insurance claims which might have existed as of December 31, 2025 and 2024.

F-10
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
(k)
Vessels

Vessels acquired as a part of a business combination are recorded at fair market value on the date of acquisition. Vessels acquired as asset acquisitions are stated at historical cost, which consists of the contract price less discounts, plus any material expenses incurred upon acquisition (delivery expenses and other expenditures to prepare for the vessel’s initial voyage). Vessels acquired from entities under common control are recorded at historical cost. Subsequent expenditures for conversions and major improvements are capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. Expenditures for routine maintenance and repairs are expensed as incurred.

In addition, other long-term investments relating to vessels’ equipment not yet installed, are included in “Deferred charges and other investments, non-current” in the consolidated balance sheets. Amounts paid (if any) for other investments, non-current, that refer to equipment for the vessels not yet installed are included in “Vessels acquisitions and improvements” under “Cash flows from investing activities” in the consolidated statements of cash flows.

(l)
Vessel Depreciation

Depreciation is computed using the straight-line method over the estimated useful life of the vessels (25 years), after considering the estimated salvage value. Salvage value is estimated by the Company by taking the cost of steel times the weight of the ship noted in lightweight ton (“LWT”). Salvage values are periodically reviewed and revised to recognize changes in conditions, new regulations or for other reasons. Revisions of salvage values affect the depreciable amount of the vessels and affect depreciation expense in the period of the revision and future periods.

Effective January 1, 2024 and following management’s reassessment of the residual value of the vessels, the estimated scrap value per LWT was increased to $0.35 from $0.30. Management’s estimate was based on the average demolition prices prevailing in the market in the last 15 years. The effect of this change in accounting estimate, which did not require retrospective application as per ASC 250 “Accounting Changes and Error Corrections”, was to decrease net loss for the year ended December 31, 2025 and 2024, by $1,032 and $786 or $0.11 and $0.09 per weighted average number of shares, both basic and diluted based on the Company’s existing fleet as of January 1, 2024.

(m)
Impairment of Long-Lived Assets (Vessels) and Right-of-use assets

The Company reviews its long-lived assets (vessels) and right-of-use assets for impairment whenever events or changes in circumstances, such as prevailing market conditions, obsolesce or damage to the asset, business plans to dispose a vessel earlier than the end of its useful life and other business plans, indicate that the carrying amount of the assets, plus any unamortized dry-docking costs or right-of use assets, may not be recoverable. The volatile market conditions with decreased charter rates and decreased vessel market values are conditions that the Company considers to be indicators of a potential impairment for its vessels and right-of use assets.

The Company determines undiscounted projected operating cash flows for each vessel and right-of use asset and compares it to the vessel’s carrying value, plus any unamortized dry-docking costs or right-of-use asset. When the undiscounted projected operating cash flows expected to be generated by the use of the vessel and/or its eventual disposition and right-of-use asset are less than the vessel’s carrying value, plus any unamortized dry-docking costs or right-of-use asset, the Company impairs the carrying amount of the vessel or right-of-use asset. Measurement of the impairment loss is based on the fair value of the asset as determined by independent valuators and use of available market data. The undiscounted projected operating cash inflows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the non-fixed days (based on a combination of one year charter rates estimates and the average of the trailing 10-year historical charter rates, excluding outliers, inflated annually by a 2.0% growth rate) adjusted for commissions, expected off hires due to scheduled maintenance and estimated unexpected breakdown off hires. The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel operating expenses and scheduled maintenance.

F-11
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
For the year ended December 31, 2025, indicators of impairment existed for two of the Company’s vessels and one of the Company’s right-of use asset. The carrying value of the Company’s vessels plus any unamortized dry-docking costs and right-of use-assets for which impairment indicators existed as at December 31, 2025, was $44,650 and $26,350, respectively. From the impairment exercise performed, the undiscounted projected operating cash flows expected to be generated by the use of these two vessels and one right-of-use asset were higher than the vessels’ carrying value, plus any unamortized dry-docking costs and right-of-use assets, and thus the Company concluded that no impairment charge should be recorded.

(n)
Assets held for sale


The Company classifies a vessel along with associated inventories as being held for sale when all of the criteria under ASC 360, Property, Plant and Equipment, are met: (i) management has committed to a plan to sell the vessel; (ii) the vessel is available for immediate sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the vessel have been initiated; (iv) the sale of the vessel is probable, and transfer of the asset is expected to qualify for recognition as a completed sale within one year; (v) the vessel is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Vessels classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. The resulting difference, if any, is recorded under “Impairment loss” in the consolidated statements of operations. The vessels are not depreciated once they meet the criteria to be classified as held for sale.

(o)
Dry-Docking and Special Survey Costs

The Company follows the deferral method of accounting for dry-docking costs and special survey costs whereby actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due. Dry-docking costs which are not fully amortized by the next dry-docking period are expensed. Amounts are included in “Deferred charges and other investments, non-current”.

(p)
Commitments and Contingencies

Liabilities for loss contingencies, arising from claims, assessments, litigation, fines and penalties, environmental and remediation obligations and other sources are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

(q)
Revenue Recognition

Revenues are generated from time charters and spot charters. Revenues generated from time charter agreements contain a lease as they meet the criteria of a lease under ASC 842. Agreements with the same charterer are accounted for as separate agreements according to their specific terms and conditions. All agreements contain a minimum non-cancellable period and an extension period at the option of the charterer. Each lease term is assessed at the inception of that lease. Under a time charter agreement, the charterer pays a daily hire for the use of the vessel and reimburses the owner for hold cleanings, extra insurance premiums for navigating in restricted areas and damages caused by the charterers.

F-12
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Time charter revenue is recorded over the term of the charter agreement as the service is provided and collection of the related revenue is reasonably assured. Under a time charter, revenue is adjusted for a vessel’s off hire days due to major repairs, dry dockings or special or intermediate surveys. Revenues from time charter agreements providing for varying annual rates are accounted for as operating leases and thus recognized on a straight-line basis over the non-cancellable rental periods of such agreements, as service is performed. Time charter agreements may include ballast bonus payments made by the charterer which serve as compensation for the ballast trip of the vessel to the delivery port, which are deferred and also recognized on a straight line basis over the charter period. Deferred revenue includes cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met. The Company, as lessor, has elected not to separate lease and non-lease components (operation and maintenance of the vessel) as their timing and pattern of transfer to the charterer, as the lessee, are the same and the lease component, if accounted for separately, would be classified as an operating lease. Additionally, the lease component is considered the predominant component as the Company has assessed that more value is ascribed to the vessel rather than to the services provided under the time charter contracts. Vessels are employed on short to medium-term time charter contracts, which provide flexibility in responding to market developments. For dry bulk vessels, rental income on the Company’s time charters is calculated at an index linked rate based on the five T/C routes rate of the Baltic Capesize Index and Baltic Panamax Index. Under the terms of our dry bulk vessels’ time charter agreements, the Company has the option to convert the floating index linked rate into a fixed charter rate based on the prevailing forward freight agreement curves.

Spot charter agreements are charter hires, where a contract is made in the spot market for the use of a vessel for a specific voyage at a specified charter rate per ton of cargo. Spot charter revenue is recognized on a pro-rata basis over the duration of the voyage from loading to discharge, when a voyage agreement exists, the price is fixed or determinable, service is provided and the collection of the related revenue is reasonably assured.  For voyage charters, the Company satisfies its single performance obligation to transfer cargo under the contract over the voyage period. The Company has taken the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

Demurrage income, which is considered a form of variable consideration, is included in voyage revenues, and represents payments by the charterer to the vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter agreements.

Pool revenue for each vessel is determined in accordance with the profit-sharing mechanism specified within each pool agreement. In particular, the Company’s pool managers aggregate the revenues and expenses of all of the pool participants and distribute the net earnings to participants, as applicable:


 •
based on the pool points attributed to each vessel (which are determined by vessel attributes such as cargo carrying capacity, speed, fuel consumption, and construction and other characteristics); or

•
by making adjustments to account for the cost performance, the bunkering fees and the trading capabilities of each vessel; and

•
the number of days the vessel participated in the pool in the period (excluding off-hire days).

The Company records revenue generated from the pools in accordance with ASC 842, Leases, since it assesses that a vessel pool arrangement is a variable time charter with the variable lease payments recorded as income in profit or loss in the period in which the changes in facts and circumstances on which the variable lease payments are based occur.

F-13
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
(r)
Commissions

Commissions, which include address and brokerage commissions, are recognized in the same period as the respective charter revenues. Address commissions to third parties and commissions to related parties (Note 3) are included in “Vessel revenue, net” while brokerage commissions to third parties are included in “Voyage expenses”. For the years ended December 31, 2025, 2024 and 2023, an amount of $1,440, $1,761 and $1,113, respectively, was included in “Vessel revenue, net” related to commission to third parties.

(s)
Vessel Voyage Expenses

Vessel voyage expenses primarily consist of port, canal, bunker expenses and brokerage commissions that are unique to a particular charter and are paid for by the charterer under time charter agreements and other non-specified voyage expenses. Under a spot charter, the Company incurs and pays for certain voyage expenses, primarily consisting of bunkers consumption, brokerage commissions, port and canal costs. Under ASC 606 and after implementation of ASC 340-40 “Other assets and deferred costs” for contract costs, incremental costs of obtaining a contract with a customer and contract fulfillment costs are capitalized and amortized as the performance obligation is satisfied, if certain criteria are met. Costs to fulfill the contract prior to arriving at the load port primarily consist of bunkers which are deferred and amortized during the charter period. As of December 31, 2025 and 2024, unamortized contract costs amounted to $NIL and $160 are included in the consolidated balance sheets under “Other current assets”. Costs amortized during the year ended December 31, 2025, 2024 and 2023, to fulfill contracts were $563, $125, $NIL respectively.

(t)
Repairs and Maintenance

All repair and maintenance expenses, including major overhauling and underwater inspection expenses are expensed in the year incurred. Such costs are included in “Vessel operating expenses”.

(u)
Financing Costs

Underwriting, legal and other direct costs incurred with the issuance of long-term debt or to refinance existing debt are deferred and amortized to interest expense over the life of the related debt using the effective interest method under modification guidance. The Company presents unamortized deferred financing costs as a reduction of long-term debt in the accompanying balance sheet. For the accounting of the unamortized deferred financing costs following debt extinguishment, see below (Note 2(aa)).

(v)
Income Taxes

Pursuant to the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operations of ships is generally exempt from U.S. tax if the company operating the ships meets both of the following requirements: (a) the Company is organized in a foreign country that grants an equivalent exception to corporations organized in the United States and (b) either (i) more than 50% of the value of the Company’s stock is owned, directly or indirectly, by individuals who are “residents” of the Company’s country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States (50% Ownership Test) or (ii) the Company’s stock is “primarily and regularly traded on an established securities market” in its country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States (Publicly-Traded Test).

F-14
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Notwithstanding the foregoing, the regulations provide, in pertinent part, that each class of the Company’s stock will not be considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the value of such class of the Company’s outstanding stock (“5 Percent Override Rule”).

Based on the Company’s analysis of its shareholdings during 2025, the Publicly-Traded Test for the entire 2025 year has been satisfied in that less than 50% of the Company’s issued and outstanding shares were owned by shareholders none of whom owned directly or indirectly 5% or more of the vote and value of such class of stock for more than half the days during the 2025 taxable year. Effectively, the Company and each of its subsidiaries qualify for this statutory tax exemption for the 2025 taxable year.

Certain charterparties of the Company contain clauses that permit the Company to seek reimbursement from charterers of any U.S. tax paid. The Company’s U.S. federal income tax based on its U.S. source shipping income for 2025, 2024 and 2023 was $NIL, $NIL and $NIL, respectively.

(w)
Stock-based Compensation

Stock-based compensation represents vested and non-vested common stock granted to directors and employees for their services as well as to certain employees of the Company’s service providers and non-employees. The Company calculates stock-based compensation expense for the award based on its fair value on the grant date and recognizes it on an accelerated basis over the vesting period. The Company assumes that all non-vested shares will vest. The Company does not include estimated forfeitures in determining the total stock-based compensation expense because it elects to accounts the forfeitures of non-vested shares as incurred. The Company re-evaluates the reasonableness of its assumption at each reporting period.

(x)
Earnings per Share

Basic earnings per common share are computed by dividing net income available to United’s shareholders by the weighted average number of common shares outstanding during the period. Unvested shares granted under the Company’s incentive plan, or else, are entitled to receive dividends which are not refundable, even if such shares are forfeited, and therefore are considered participating securities for basic earnings per share calculation purposes, using the two-class method. The two-class method requires income available to common stockholders for the period to be allocated between common shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Diluted earnings per share is computed by (i) dividing net income attributable to common stockholders by the weighted average number of common shares plus (ii) the dilutive effect for warrants and share based payments awards outstanding during the applicable period computed using the treasury stock method which assumes that the “proceeds” upon exercise of these awards or warrants are used to purchase common shares at the average market price for the period and (iii) the dilutive effect of convertible preferred shares, using the if converted method. The two-class method is used for diluted earnings per common share when such is the most dilutive method, considering anti–dilution sequencing as per ASC 260, Earnings Per Share. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share.

F-15
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
(y)
Segment Reporting

The Company reports financial information and evaluates its operations by total charter revenues and not by the length of vessel employment, customer, type of charter or geographical area as the charterer is free to trade the vessel worldwide and as a result, the disclosure of geographic information is impracticable. Although revenue can be identified for different types of charters, management does not identify expenses, profitability or other financial information for different charters. As a result, management, including the Chief Operating Decision Maker (or “CODM”), reviewed operating results solely by revenue per day and consolidated operating results of the fleet, and thus the Company had determined that it had only one operating and reportable segment and has identified the Chairman and Chief Executive Officer as the CODM in accordance with ASC 280, Segment Reporting. The accounting policies applied to the reportable segment are the same as those used in the preparation of the Company’s consolidated financial statements.

(z)
Fair Value Measurements

The Company follows the provisions of ASC 820, Fair Value Measurement, which defines and provides guidance as to the measurement of fair value. The guidance creates a fair value hierarchy of measurement and describes fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. In accordance with the requirements of accounting guidance relating to Fair Value Measurements, the Company classifies and discloses its assets and liabilities carried at fair value in one of the following categories:


 •
Level 1: Quoted market prices in active markets for identical assets or liabilities;

•
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;

•
Level 3: Unobservable inputs that are not corroborated by market data.

(aa)
Debt Modifications and Extinguishments

The Company follows the provisions of ASC 470-50, Modifications and Extinguishments, to account for all modifications or extinguishments of debt instruments, except debt that is extinguished through a troubled debt restructuring or a conversion of debt to equity securities of the debtor pursuant to conversion privileges provided in terms of the debt at issuance. This Subtopic also provides guidance on whether an exchange of debt instruments with the same creditor constitutes an extinguishment and whether a modification of a debt instrument should be accounted for in the same manner as an extinguishment. In circumstances where an exchange of debt instruments or a modification of a debt instrument does not result in extinguishment accounting, this Subtopic provides guidance on the appropriate accounting treatment. Costs associated with new loans or refinancing of existing loans, including fees paid to lenders or required to be paid to third parties on the lender’s behalf for obtaining new loans or refinancing existing loans, are recorded as deferred charges. Costs paid directly to third parties are expensed as incurred. Deferred financing costs are presented as a deduction from the corresponding liability. Such fees are deferred and amortized to interest and finance costs during the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced, meeting the criteria of debt extinguishment, are expensed in the period the repayment or refinancing is made. In particular, ASC 470-50-40-2 indicates that for extinguishments of debt, the difference between the reacquisition price and the net carrying amount of the extinguished debt (which includes any deferred debt issuance costs) should be recognized as a gain or loss when the debt is extinguished and identified as a separate item.

F-16
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
(ab)
Distinguishing Liabilities from Equity

The Company follows the provisions of ASC 480 “Distinguishing liabilities from equity” to determine the classification of certain freestanding financial instruments as either liabilities or equity. The Company, in its assessment for the accounting of the warrants issued in connection with the July 20, 2022 public offering and the Series B Preferred Shares, has taken into consideration ASC 480 and determined that the warrants and the Series B Preferred Shares should be classified as equity instead of liability. In its assessment for the warrants, the Company identified certain embedded features, examined whether these fall under the definition of a derivative according to ASC 815, Derivatives and Hedging, applicable guidance or whether certain of these features affected the classification. Derivative accounting was deemed inappropriate and thus no bifurcation of these features was performed. Upon exercise of the warrants, the holder is entitled to receive common shares.

(ac)
Share repurchases

The Company records the repurchase of its common shares at cost. The Company’s common shares repurchased for retirement, are immediately cancelled and the Company’s common stock is accordingly reduced. Any excess of the cost of the shares over their par value is allocated in additional paid-in capital, in accordance with ASC 505-30-30, Treasury Stock.

(ad)
Evaluation of Nonmonetary Transactions

When the Company enters into a nonmonetary transaction as defined broadly under ASC 845, Nonmonetary Transactions, it determines whether the transaction is a contribution of an asset or a business by assessing the definition of a business under ASC 805, Business Combination, and whether the transaction is pro-rata. A transaction is considered pro rata if each owner receives an ownership interest in the transferee in proportion to its existing ownership interest in the transferor (even if the transferor retains an ownership interest in the transferee). In accordance with FASB Topic 805 Business Combinations: Clarifying the Definition of a Business, if substantially all of the fair value of the gross assets acquired in an acquisition transaction are concentrated in a single identifiable asset or group of similar identifiable assets, then the set is not a business. To be considered a business, a set must include an input and a substantive process that together significantly contributes to the ability to create an output. All assets contributed under nonmonetary transactions that do not meet the definition of a business, are measured at their fair values on the transaction date in accordance with ASC 845, if the fair value is objectively measurable and clearly realizable in an outright sale at or near the distribution.

(ae)
Sale and Leaseback Transactions

In accordance with ASC 842, the Company, as seller-lessee, determines whether the transfer of an asset should be accounted for as a sale in accordance with ASC 606. The existence of an option for the seller-lessee to repurchase the asset precludes the accounting for the transfer of the asset as a sale unless both of the following criteria are met: (1) the exercise price of the option is the fair value of the asset at the time the option is exercised and (2) there are alternative assets, substantially the same as the transferred asset, readily available in the marketplace; and the classification of the leaseback as a finance lease or a sales-type lease, precludes the buyer-lessor from obtaining control of the asset. The existence of an obligation for the Company, as seller-lessee, to repurchase the asset precludes accounting for the transfer of the asset as sale as the transaction would be classified as a financing arrangement by the Company as it effectively retains control of the underlying asset. If the transfer of the asset meets the criteria of sale, the Company, as seller-lessee recognizes the transaction price for the sale when the buyer-lessor obtains control of the asset, derecognizes the carrying amount of the underlying asset and accounts for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, the Company does not derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest.

F-17
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
(af)
Finance Lease Liabilities & Right-of-Use Assets

Bareboat charter-in agreements that the Company may enter into are accounted for pursuant to ASC 842 and are classified as finance leases if they either involve a purchase obligation or a purchase option that is reasonably certain, at inception, that will be exercised. At the commencement date of the finance lease, a lessee initially measures the lease liability at the present value, using the discount rate determined on the commencement, of the lease payments to be made over the lease term, including any amount for the purchase the vessel, if applicable. Subsequently, the lease liability is increased by the interest on the lease liability and decreased by the lease payments during the period. The interest on the lease liability is determined in each period during the lease term as the amount that produces a constant periodic discount rate on the remaining balance of the liability, taking into consideration the reassessment requirements.

A lessee initially measures the finance right-of-use asset at cost which consists of the amount of the initial measurement of the lease liability; any lease payments made to the lessor at or before the commencement date, less any lease incentives received; and any initial direct costs incurred by the lessee. Subsequently, the finance right-of-use asset is measured at cost less any accumulated amortization and any accumulated impairment losses, taking into consideration the reassessment requirements. A lessee shall amortize the finance right-of-use asset on a straight-line basis (unless another systematic basis better represents the pattern in which the lessee expects to consume the right-of-use asset’s future economic benefits) from the commencement date to the earlier of the end of the useful life of the finance right-of-use asset or the end of the lease term. However, if the lease transfers ownership of the underlying asset to the lessee or the lessee is reasonably certain to exercise an option to purchase the underlying asset, the lessee shall amortize the right-of-use asset to the end of the useful life of the underlying asset. The Company elected the practical expedient on not separating lease components from non lease components in accordance with ASC 842-10-15-37.

(ag)
Equity method investments

Investments in the equity of entities over which the Company exercises significant influence, but does not exercise control, are accounted for by the equity method of accounting in accordance with ASC 323 “Investments-Equity method and joint ventures”. In reaching such a conclusion, the Company first assesses whether it holds variable interests in the investee and, further, whether the investee meets the definition of a variable interest entity (“VIE”). The Company then determines whether it is the investee’s primary beneficiary by considering any special rights (in terms of voting, board representation, kick out rights, or otherwise), that grant it with the power to direct the activities of the investee. In case the investee does not fall under the consolidation guidance, the Company records such an investment at cost and adjusts the carrying amount for its share of the earnings or losses of the entity subsequent to the date of investment and reports the recognized earnings or losses in income. Dividends received, if any, reduce the carrying amount of the investment. When the Company’s share of losses in an investee equals or exceeds its interest in the investee, the Company does not recognize further losses unless the Company has incurred obligations or made payments on behalf of the investee. At each reporting period, the Company also evaluates whether a loss in the value of an investment that is other than a temporary decline should be recognized. In its assessment, the Company evaluates indicators such as market conditions, the investee’s performance, and the ability to sustain an earnings capacity that would justify the carrying amount of the investment and its ability to continue as a going concern. Measurement of the impairment loss is based on the fair value of the investment. As of December 31, 2024 and May 5, 2025, with regards to its investment in RGI Marine Holdings AS (“RGI”), the Company determined that it had variable interests in RGI and that RGI was a VIE, but the Company was not the primary beneficiary of such entity. On May 5, 2025, United became the primary beneficiary of RGI. United recognized the investment of RGI in WEC as equity method investment. The Company further evaluated that no loss in the value of its investment in WEC should be recognized (Note 8).

F-18
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
(ah)
Going Concern

Under ASC 205-40, Going Concern, management is required to evaluate whether there is substantial doubt about a company’s ability to continue as a going concern.  For each reporting period, management is required to evaluate whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the financial statements are issued. The Company’s cash flow projections indicate that it will be in a position to meet its obligations and cover the liquidity needs that become due in the twelve-month period ending one year after the financial statements are issued.

(ai)
European Union’s Emissions Trading System

Emissions Trading System

The European Union’s Emissions Trading System (“EU ETS”) was extended to cover the maritime transportation industry commencing January 1, 2024, with application to all large ships of at least 5,000 gross tonnage. Vessels are in the scope of the scheme for those voyages which begin, end or pass through European Union (“EU”) waters. The Company has an obligation to surrender EU ETS emissions allowances (“EUAs”) to the EU for each ton of reported greenhouse gas emissions in the scope of the EU ETS. Where vessels are operated under time charters, such EUAs due to the EU are provided to the Company by the charterers pursuant to the terms of the time charter agreement.

Liabilities in relation to EUAs obligations under the EU ETS, but not yet surrendered, are categorized as “Accrued liabilities” if settlement to the EU is due within 12 months of the reporting date, and within “Other non-current liabilities” if settlement is due after 12 months of the reporting date. The liability is based on the total number of EUAs required to be submitted based on level of emissions occurring on or prior to the period end. For partially completed voyages, the value of the liability is initially estimated using the cost of EUAs that may be required to be submitted at the reporting date and updated following completion of the voyage. An equal and opposite asset is recognized in relation to EUAs due from charterers, within “Other current assets”. When the charterer has provided the Company with EUAs, the respective EUAs are held by Seanergy Shipmanagement and it is presented within “Due from related parties” if settlement to the EU is due within 12 months of the reporting date, and within “Due from related parties, non-current” if settlement is due after 12 months of the reporting date.

As of December 31, 2025, the Company has recognized EUAs to be surrendered by September 30, 2026, amounting to $704, included in “Accrued liabilities” in the accompanying consolidated balances sheets. An amount of $179 is collectable from charterers and is included in “Other current assets” and an amount of $386 has been received from charterers and is included in “Due from related parties” in the accompanying consolidated balance sheets.

The value of EUAs provided or to be collectable by charterers is recognized under “Vessel revenue, net”, while the EUAs obligations under the EU ETS are included in “Voyage expenses” in the Company’s consolidated statements of operations. For the year ended December 31, 2025, the Company recorded $664 in Vessel revenue, net and $664 in Voyage expenses in the accompanying consolidated statements of operations.

F-19
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
(aj)
Consolidation of a VIE

A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors or to cast a majority of votes at the meetings of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders. A variable interest entity (“VIE”) is required to be consolidated by the primary beneficiary of the entity if the equity holders in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. If the VIE is not a business, the primary beneficiary initially shall measure and recognize the assets (except for goodwill) and liabilities of the VIE in accordance with Sections 805-20-25 and 805-20-30. Any gain or loss on consolidation is recognized in accordance with ASC 810-10-30-3 and ASC 810-10-30-4 based on the difference of the sum of consideration paid, fair value of non-controlling interest and reported amount of the previous held investment, if any, with the fair value of the identifiable assets and liabilities. On May 5, 2025, the Company became the primary beneficiary of RGI and according to ASC 810, United consolidated RGI’s financial position and results of operations (Note 9).

(ak) Non-controlling interests

For the Company’s subsidiaries and consolidated VIEs which are not wholly owned, non-controlling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to the Company as the controlling shareholder. The Company classifies non-controlling interest within equity. Non-controlling interest is initially recorded at its fair value as of the date of acquisition of the subsidiary. Subsequent to the closing date of the transaction, the recorded value for non-controlling interest is adjusted at the end of each reporting period for (a) comprehensive income (loss) that is attributed to the non-controlling interest, which is calculated by multiplying the non-controlling interest percentage by the comprehensive income (loss) of the equity of each subsidiary during the reporting period, (b) any dividends paid to the non-controlling interest holders during the reporting period, and (c) any other transactions that increase or decrease the Company’s ownership interest of the subsidiary, as a result of which the Company retains its controlling interest.

(al) Investment in equity securities

Investments that are not accounted for under equity method are in scope of ASC 321 “Investments – Equity Securities”. The Company elects to measure equity security without a readily determinable fair value that does not qualify for the practical expedient to estimate fair value in accordance with paragraph ASC 820-10-35-59 at its costs minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments . The Company reassesses at each reporting period whether the investment without the readily determinable value qualifies to be measured in accordance with this paragraph. At each reporting period, the Company makes a qualitive assessment considering impairment indicators such as significant deterioration in earning performance, significant adverse change in general market conditions and factors that raise significant concerns about the investee’s ability to continue as going concern. As of December 31, 2025, investment in equity securities of $290 is presented under “other non-current assets” in accompanying consolidated balance sheets.

F-20
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expenses Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard is intended to require more detailed disclosure about specified categories of expenses (including employee compensation, depreciation and amortization) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the impact this standard will have on its financial statements.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The amendments in this Update affect entities that apply the practical expedient when estimating expected credit losses on current accounts receivable and/or current contract assets arising from transactions under Topic 606, including those assets acquired in a transaction accounted for under Topic 805, Business Combinations. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments are expected to provide decision-useful information to investors and other financial statement users while reducing the time and effort necessary to analyze and estimate credit losses for current accounts receivable and current contract assets. An entity that elects the practical expedient, should apply the amendments in this Update prospectively. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently assessing the impact this standard will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-12 to clarify, correct errors in or make other improvements to a broad range of topics in the Accounting Standards Codification (“ASC”), including ASC 260, Earnings Per Share; ASC 325, Investments — Other; and ASC 958, Not-for-Profit Entities. The guidance is effective for all entities for annual reporting periods beginning after 15 December 2026, and interim periods within those annual periods. Early adoption is permitted. Entities are required to apply the amendments to ASC 260 retrospectively to each prior reporting period presented in the period of adoption. Entities can apply all other amendments in the period of adoption either (1) prospectively to all new transactions recognized on or after the date that the entity first applies the amendments or (2) retrospectively to the beginning of the earliest comparative period presented, with an adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the earliest comparative period presented. An entity may elect the transition method on an issue-by-issue basis (except for the ASC 260 amendments). The Company evaluated the impact of this ASU on its consolidated financial statements and determined that there is no effect on its results of operations.

There are no other recent accounting pronouncements the adoption of which is expected to have a material effect on the Company’s consolidated financial statements in the current or any future periods.

F-21
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
3.
Transactions with Related Parties:

Transactions with Seanergy

Rights of First Refusal: Prior to the consummation of the Spin-Off, United entered into a Right of First Refusal Agreement with Seanergy. Pursuant to the agreement, Seanergy has a right of first refusal with respect to any opportunity available to United to sell, acquire or charter-in any Capesize vessel as well as with respect to chartering opportunities, other than short-term charters with a term of 13 months or less, available to United for Capesize vessels. In addition, United has a right of first offer with respect to any vessel sales by Seanergy. Upon a change of control of United or Seanergy occurring (as defined therein), such rights terminate immediately.

Management Agreements:

Master Management Agreement
United entered into a master management agreement with Seanergy for the provision of technical, administrative, commercial, brokerage and certain other services. Certain of these services are being contracted directly with Seanergy’s wholly owned subsidiaries, Seanergy Shipmanagement Corp. (“Seanergy Shipmanagement”) and Seanergy Management Corp. (“Seanergy Management”). In consideration of Seanergy providing such services (“service providers”), United pays a fixed administration fee of $0.3 per vessel per day to Seanergy. The initial term of the master management agreement with United expired on December 31, 2024, and, pursuant to its terms, has since been automatically extended for successive 12-month periods.  The master management agreement may be terminated immediately only for cause and at any time by either party with three months’ prior notice, and no termination fee will be payable. During the year ended December 31, 2025 and 2024, an amount of $219 and $4,411, respectively, related to payments for working capital purposes from Seanergy funds and is presented under “Cash flows from financing activities” in the consolidated statements of cash flows.

Technical Management Agreement
In relation to the technical management, Seanergy Shipmanagement is responsible for arranging (directly or by subcontracting) for the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling for the  Chrisea, Cretansea, Nisea, Synthesea (since February 4, 2025),   Gloriuship and Goodship (until the vessels’ sale). Pursuant to the management agreements, Seanergy Shipmanagement earns a fixed management fee of $14 per month for the above-mentioned vessels, except for the M/Vs Gloriuship and Goodship, for which the technical management agreements with Seanergy Shipmanagement were terminated following their sales (Note 5). As of December 31, 2025, four of Company’s vessels are under technical management agreement with Seanergy Shipmanagement for a fixed management fee of $14 per month. As of December 31, 2024, five of Company’s vessels were under technical management agreement with Seanergy Shipmanagement for a fixed management fee of $14 per month.

Commercial Management Agreement
United had entered into a commercial management agreement with Seanergy Management pursuant to which Seanergy Management acted as agent for United’s subsidiaries (directly or through subcontracting) for the commercial management of their vessels, including chartering, monitoring thereof, freight collection, and sale and purchase up until March 31, 2023, except for the Epanastasea for which such agreement was in effect up until her sale to her new owners in August 2023. United was paying to Seanergy Management a fee equal to 1.25% of the gross freight, demurrage and charter hire collected from the employment of United’s vessels, except for any vessels that were chartered-out to Seanergy. Seanergy Management also earned a fee equal to 1% of the contract price of any vessel bought or sold by them on United’s behalf, except for any vessels bought or sold from or to Seanergy, or in respect of any vessel sale relating to a sale and leaseback transaction.

F-22
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Effective as of April 1, 2023, United’s subsidiary, United Management Corp. (“United Management”) has entered into a commercial management agreement with Seanergy Management pursuant to which Seanergy Management acts as agent for United’s subsidiaries for the commercial management of United’s vessels, including, inter alia, accounting services, voyage monitoring, freight collection, postfixing, sale, purchase and bareboat chartering. United is paying to Seanergy Management a fee equal to 0.75% of the gross freight, demurrage and charter hire collected from the employment of United’s vessels. In addition, Seanergy Management earns a fee equal to 1% of the contract price of any vessel bought, sold or bareboat chartered by them on United’s behalf (not including any vessels bought, sold or bareboat chartered from or to Seanergy, or any vessel sale relating to a sale and leaseback transaction).

The below table presents the analysis of “Management fees – related party” charged from Seanergy and Seanergy Shipmanagement in connection with the above agreements as presented in the accompanying statement of operations:

  Year ended December 31,  
Fees charged in relation to: 
2025   2024  
2023
  
Management services-Seanergy
    
811
      
935
      
760
  
Management services-Seanergy Shipmanagement
    
850
      
806
      
661
  
Management fees-related party
    
1,661
      
1,741
      
1,421
  

The below table presents the fees charged from Seanergy Management in connection with the above agreements:


   Year ended December 31,  
Fees charged in relation to:
  2025     2024    
2023
  
Commercial services (1)
    
288
      
351
      
329
  
Purchase of vessel services (2)
    
-
      
285
      
1,073
  
Sale of vessel services (3)
    505       202       375  
Total
    
793
      
838
      
1,777
  

(1)
included in “Vessel revenue, net” (Note 13) in the accompanying statement of operations
(2)
 presented in “Right-of-use assets” (Note 6) and “Vessels, net” (Note 5)
(3) 
presented in “Gain on sale of vessels, net” (Note 5) in the accompanying statement of operations

The below table presents the analysis of  “Due to Related Parties” as presented in the accompanying consolidated balance sheets:

 
  
December 31,
2025
   
December 31,
2024
 
Balance due to Seanergy
    
6,299
      
5,597
  
Balance due to Seanergy Shipmanagement
    
1,582
      
1,004
  
Balance due to Seanergy Management
    
1,605
      
670
  
Due to Related Parties
    
9,486
      
7,271
  

F-23
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
The below table presents the analysis of  “Due from Related Parties” as presented in the accompanying consolidated balance sheets:
 
 
  
December 31,
2025
   
December 31,
2024
 
Balance due from Seanergy Management
    
386
      
-
  
Due from Related Parties
    
386
      
-
  

On April 7, 2025, the Compensation Committee of the Company granted 75,000 shares to certain employees of the Company’s service providers (Note 16).

On March 27, 2024, the Compensation Committee of the Company granted 65,000 shares to certain employees of the Company’s service providers (Note 16).

Short-term loan facility:

On April 25, 2025, United entered into an agreement with Seanergy to receive a short-term loan facility of $2,000  for working capital purposes. The facility bore interest of 10.00% per annum and was fully repaid on June 17, 2025, shortly after the completion of the sale of the Gloriuship (Note 5). The resulting interest and finance costs from this facility was $48 and are presented in “Interest and finance costs-related party” in the accompanying consolidated statement of operations.

4.
Cash and Cash Equivalents and Restricted Cash:

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows:
 
   
December 31,
2025
    
December 31,
2024
  
Cash and cash equivalents
    
14,164
       6,412  
Restricted cash
    400       -  
Restricted cash, non-current
    
-
       350  
Cash and cash equivalents and restricted cash
     14,564       6,762  

Restricted cash as of December 31, 2025 includes $50 of restricted deposits pledged as collateral for credit cards balances with one of the Company’s financial institutions and $350 of minimum liquidity requirements as per the April 2023 Neptune Sale and Leaseback (Note 5, Note 7).

Restricted cash, non-current as of December 31, 2024 includes $350 of minimum liquidity requirements as per the April 2023 Neptune Sale and Leaseback (Note 7).

F-24
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
5.
Vessels, Net:

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

   
December 31,
2025
    
December 31,
2024
 
Cost:
            
Beginning balance:
    
120,543
       112,375  
- Additions
    
618
       46,421  
- Disposals
    
(36,250
)
     (19,753 )
- Transfer to “Vessel held for sale”
     (19,878 )     (18,500 )
Ending balance:
    
65,033
       120,543  
                 
Accumulated depreciation:
                
Beginning balance:
    
(9,954
)
     (7,556 )
- Depreciation for the period
    
(6,373
)
     (7,982 )
- Disposals
    
6,248
       1,486  
- Transfer to “Vessel held for sale”
     3,873       4,098  
Ending balance:
    
(6,206
)
     (9,954 )
                 
Net book value
    
58,827
       110,589  

Acquisitions


On August 21, 2024, following the exercise of the purchase option of the Chrisea bareboat charter, an amount of $20,946 was derecognized from “Right-of-use assets” (Note 6) and recognized as “Vessels, net” in the accompanying consolidated balance sheets. The purchase option amount was financed through the Sinopac Loan Facility (Note 7).


On August 1, 2024, following the exercise of the purchase option of the Synthesea bareboat charter, an amount of $25,475 was derecognized from “Right-of-use assets” (Note 6) and recognized as “Vessels, net” in the accompanying consolidated balance sheets. The purchase option amount was financed with cash on hand and through the Onishi Sale and Leaseback (Note 7).



During the years ended December 31, 2025 and 2024, an amount of $618 and $NIL, respectively, of expenditures were capitalized that concern improvements on vessels performance and meeting environmental standards. The cost of these additions was accounted as major improvement and were capitalized over the vessels’ cost and will be depreciated over the remaining useful life of each vessel. Amounts paid for the additions are included in “Vessels acquisitions and improvements” under “Cash flows from investing activities” in the consolidated statements of cash flows.


F-25
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

Vessel held for sale



On December 22, 2025, the Cretansea was classified as “Vessel held for sale” according to the provisions of ASC 360, as all the criteria for classification were met. Accordingly, restricted cash of $350 and the outstanding amount of $9,130 under the April 2023 Neptune Sale and Leaseback for Cretansea were classified in current assets and current liabilities, respectively, in the accompanying consolidated balance sheets. The specific vessel was impaired since its carrying amount (net book value of the vessel amounting to $16,005 and the unamortized drydocking costs of $881) on the date the vessel was classified as held for sale was higher than its fair value less cost to sell. As of December 31, 2025, “Vessel held for sale” in the accompanying consolidated balance sheet is measured at fair value less cost to sell which was $14,744. Accordingly, an impairment loss of $2,142 was recognized in the consolidated statement of operations. The fair value of the vessel was determined based on the market values received from independent brokers, net of commissions.



Sale of vessels



On August 12, 2025, the Company entered into an agreement with an unaffiliated third party for the sale of the Goodship for a net sale price of $15,360, after deducting commissions charged from third parties and related parties. The vessel was delivered to her new owners on September 16, 2025. As of December 31, 2025, an amount of $16,000 was recorded as “Proceeds from sale of vessel” in the consolidated statement of cash flow based on the agreed gross price. A gain on sale of vessel, net of sale expenses, amounting to $557 was recognized and is presented as “Gain on sale of vessels, net” in the consolidated statement of operations.



On May 22, 2025, the Company entered into an agreement with an unaffiliated third party for the sale of the Tradership for a net sale price of $17,575, after deducting commissions charged from third parties and related parties. The vessel was delivered to her new owners on August 15, 2025. As of December 31, 2025, an amount of $18,500 was recorded as “Proceeds from sale of vessels” in the consolidated statement of cash flow based on the agreed gross price. A gain on sale of vessel, net of sale expenses, amounting to $1,371 was recognized and is presented as “Gain on sale of vessels, net” in the consolidated statement of operations.

On December 20, 2024, the Company entered into an agreement with an unaffiliated third party for the sale of the Gloriuship for a net sale price of $14,880, after deducting commissions charged from third parties and related parties. As of December 31, 2024, $14,880 was classified in current assets as “Vessel held for sale” in the accompanying consolidated balance sheets, according to the provisions of ASC 360, as all the criteria for this classification were met. The specific vessel was impaired since its carrying amount, which is the unamortized balance of vessel cost of $14,402 and the unamortized balance of drydocking cost of $1,306 on the sale agreement date was higher than its fair value less cost to sell. As of December 31, 2024, “Vessel held for Sale” in the accompanying consolidated balance sheet is measured at fair value less cost to sell which was $14,880. Accordingly, an “Impairment loss” of $828 was recognized in the consolidated statements of operations. The fair value of the vessel was determined based on the agreed sale price, net of commissions. The vessel was delivered to her new owners on June 10, 2025. As of December 31, 2025, an amount of $16,000 was recorded as “Proceeds from sale of vessels” in the accompanying consolidated statement of cash flow based on the agreed gross price. A loss on sale of vessel, net of sale expenses, amounting to $155 was recognized and is presented as “Gain on sale of vessels, net” in the accompanying consolidated statement of operations.

On May 2, 2024, the Company entered into an agreement with an unaffiliated third party for the sale of the Oasea for a gross sale price of $20,220. The vessel was delivered to her new owners on July 19, 2024. A gain on sale of vessel net of sale expenses amounting to $1,426 was recognized and is presented as “Gain on sale of vessels, net” in the consolidated statement of operations.

On May 5, 2023, the Company entered into an agreement with an unaffiliated third party for the sale of the Epanastasea for a gross sale price of $37,500. The vessel was delivered to her new owners on August 10, 2023. A gain on sale of vessel net of sale expenses amounting to $11,804 was recognized and is presented as “Gain on sale of vessels, net” in the consolidated statement of operations.

F-26
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
6.
Right-of-Use assets and Finance Lease Liabilities:

The annual lease payments under the Nisea bareboat charter agreement are as follows:

Twelve month periods ending December 31,
  
Amount
  
2026
    
17,092
  
Total undiscounted lease payments
    
17,092
  
Less: Discount based on incremental borrowing rate
    
(154
)
Present value of finance lease liabilities
    
16,938
  
         
Finance lease liabilities, current
    
16,938
  
Finance lease liabilities, non-current
    
-
  
Present value of finance lease liabilities
    
16,938
  

The weighted average remaining lease term for Nisea bareboat charter was 0.19 years as of December 31, 2025.

The weighted average incremental borrowing rate for Nisea bareboat charters was 5.08% as of December 31, 2025.

On March 6, 2024, the Company entered into a bareboat charter agreement with an unaffiliated third party for a secondhand Kamsarmax vessel, the Nisea. The vessel was delivered to the Company on September 10, 2024 under an 18-month bareboat charter plus 30-days in lessee’s option at a daily rate of $8. The Company made a down payment of $3,750 upon signing of the bareboat charter agreement and a payment of $3,750 upon commencement of the bareboat charter. At the end of the 18-month bareboat period, the Company had an option to purchase the vessel for $16,620. The Company has classified the above transaction as a finance lease. At the commencement date, the Company recognized a finance lease liability equal to the present value of lease payments during the bareboat charter period using an incremental borrowing rate of 5.08%. The Company recognized a finance lease liability of $19,651 and a corresponding right-of-use asset of $28,006 which also includes $855 of initial direct costs. The amount of the right-of-use-assets is amortized on a straight-line method based on the estimated useful life of the vessel. During the year ended December 31, 2025 and 2024, the amortization of the right-of-use asset amounted to $1,448 and $446, respectively, and is presented in the Company’s consolidated statements of operations under “Depreciation and amortization”. Interest expense on the finance lease liability for the same period amounted to $888 and $295, respectively (Note 14). As of December 31, 2025 and 2024, the right-of-use amounted to $26,314 and $27,560 and is presented under “Right-of-use assets” in the accompanying consolidated balance sheets. On March 5, 2026, the Company entered into an $18,250 sale and leaseback agreement with an affiliate of Huarong to finance the purchase option cost of the Nisea (Note 17). On March 10, 2026 the Company exercised its purchase option as per the terms of the bareboat charter agreement (Note 17).

On April 19, 2023, the Company entered into a bareboat charter agreement with an unaffiliated third party for a secondhand Panamax vessel, the Synthesea. On August 1, 2024, following the exercise of the purchase option, an amount of $25,475 was derecognized from “Right-of-use assets” and recognized as “Vessels, net” in the accompanying consolidated balance sheet (Note 5). During the years ended December 31, 2025 and 2024, the amortization of the right-of-use asset amounted to $NIL and $705, respectively and is presented in the Company’s consolidated statements of operations under “Depreciation and amortization”. Interest expense on the finance lease liability for the years ended December 31, 2025 and 2024 amounted to $NIL and $557, respectively (Note 14).

F-27
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
On February 9, 2023, the Company entered into a bareboat charter agreement with an unaffiliated third party for a secondhand Panamax vessel, the Chrisea. On August 21, 2024, an amount of $20,946 was derecognized from “Right-of-use assets” and recognized as “Vessels, net” in the accompanying consolidated balance sheet (Note 5). During the years ended December 31, 2025 and 2024, the amortization of the right-of-use asset amounted to $NIL and $580, respectively and is presented in the Company’s consolidated statements of operations under “Depreciation and amortization”. Interest expense on the finance lease liability for the years ended December 31, 2025 and 2024 amounted to $NIL and $493, respectively (Note 14).

During the years ended December 31, 2025 and 2024, an amount of $202 and $NIL, respectively, of expenditures were capitalized that concern improvements on vessels performance and meeting environmental standards. The cost of these leasehold improvements shall be amortized over the shorter of the useful life of those leasehold improvements and the remaining lease term, unless the lease transfers ownership of the underlying asset to the lessee or the lessee is reasonably certain to exercise an option to purchase the underlying asset, in which case the lessee shall amortize the leasehold improvements to the end of their useful life. Amounts paid for the additions are included in “Leasehold improvements” under “Cash flows from investing activities” in the consolidated statements of cash flows.

7.
Long-Term Debt and Other Financial Liabilities:

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

   
December 31,
2025
    
December 31,
2024
  
Long-term debt and other financial liabilities
    
48,758
      
80,465
  
Less: Deferred financing costs
    
(857
)
    
(1,712
)
Total
    
47,901
      
78,753
  
Less - current portion
    
(14,327
)
    
(17,650
)
Long-term portion
    
33,574
      
61,103
  

Senior long-term debt

Pre – Existing Loan Facilities

Sinopac Loan Facility

On August 5, 2024, the Company entered a $16,500 loan facility (the “Sinopac Loan Facility”) with Sinopac Capital International (HK) Limited (“Sinopac”) for the purpose of financing the exercise of the purchase option of the Chrisea under its previous bareboat charter. The facility was drawn on August 19, 2024 and bears interest of term SOFR plus a margin of 2.60% per annum. The term of the facility is five years, and the repayment schedule comprises of twenty quarterly installments of $400, followed by a balloon installment of $8,500 payable along with the final installment. In addition, the Company is required to maintain a security cover ratio not less than 110% for the first two years and 120% at all times thereafter until the maturity of the loan. An amount of $1,155, included in “Other non-current assets” in the consolidated balance sheet, was withheld as a security deposit by Sinopac upon the drawdown of the facility in order to secure the due liabilities by the Company of its obligations and undertakings as per Sinopac Loan Facility. The deposit can be set off against the balloon payment at maturity. The Sinopac Loan Facility is secured by a first priority mortgage over the Chrisea, a general assignment covering earnings, insurances and requisition compensation of the vessel, a share pledge agreement concerning the vessel-owning subsidiary’s shares, a charter-party assignment and relevant managers’ undertakings. As of December 31, 2025, the outstanding amount under this facility was $14,500.

F-28
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Loan Facility repaid during the year ended December 31, 2025 and 2024

August 2022 EnTrust Facility

On August 8, 2022, the Company entered into a loan facility with certain nominees of EnTrust Global as lenders in order to partially finance the acquisition of the Parosea, Bluesea, Minoansea and Epanastasea. The loan facility amount was originally $63,600, divided into four tranches with a term of 18 months. On November 8, 2022 and December 1, 2022 upon the completion of the sale of the Parosea, and the Bluesea, respectively, the Company completed the prepayment of the relevant tranches of $16,200 each. On December 21, 2022, the Company entered into a supplemental agreement pursuant to which upon the completion of the sale of the Minoansea, the lenders waived the obligation of the Company to prepay Tranche C ($15,200) and continued to make available the relevant amount for the purpose of partially financing the acquisition cost of the Goodship and Tradership. On January 30, 2023, the Company entered into an amendment and restatement agreement with the lenders, pursuant to which, inter alia, Tranche C was replaced by two tranches of $7,000 (Tranche E) and $8,200 (Tranche F), secured by the Goodship and Tradership, respectively. On August 9, 2023, the Company entered into another amendment and restatement agreement pursuant to which, inter alia, upon the completion of the sale of the Epanastasea, the lenders waived the obligation of the Company to prepay Tranche D ($15,000) and continue to make available the relevant amount for the purpose of partially financing the acquisition cost of a the Exelixsea. Upon the acquisition of the vessel, Tranche D was replaced by Tranche G secured by the Exelixsea. On November 15, 2023, the Company agreed to refinance the outstanding amounts of Trance E ($5,500) and Tranche F ($6,700) using proceeds from the Huarong Sale and Leaseback. On December 5, 2023, upon the completion of the refinancing of Tranche E and Tranche F, $28 and $33 of unamortized debt discounts of the Goodship and Tradership, respectively, were written off according to the debt extinguishment guidance of ASC 470-50 “Debt Modification and Extinguishments” and were included in “Loss on extinguishment of debt” in the consolidated statement of operations.

Following the prepayments of Tranche E and Tranche F, the facility was repayable in one installment of $500 at the twelfth month after the utilization date, one installment of $1,500 at the fifteenth month after the utilization date, and a balloon payment of $13,000 at maturity.

On March 27, 2024, the outstanding principal of $13,000 under the Tranche G, secured by the Exelixsea, was repaid in full by proceeds from the Village Seven Sale and Leaseback and all obligations under the facility were irrevocably and unconditionally discharged. The unamortized debt discounts of $3 for Exelixsea was written off according to the debt extinguishment guidance of ASC 470-50 “Debt Modification and Extinguishments” and were included in “Loss on extinguishment of debt” in the consolidated statement of operations. Furthermore, the Company incurred costs amounted to $19 related to extinguishment of debt which are also included in “Loss on extinguishment of debt” in the consolidated statement of operations.

Other Financial Liabilities – Sale and Leaseback Transactions

Existing Sale and Leaseback Agreements

April 2023 Neptune Sale and Leaseback


On April 26, 2023, following the delivery of the Cretansea, the Company entered into a sale and leaseback agreement with a subsidiary of Neptune Maritime Leasing Ltd. (“Neptune’’) for the purpose of partly financing the acquisition cost of the Cretansea. Under ASC 842-40, the transaction was accounted for as a financial liability, as control remains with the Company and the Cretansea will continue to be recorded as an asset on the Company’s consolidated balance sheet. The financing amount was $12,250 and the interest rate is 4.25% plus 3-month term SOFR per annum. The charterhire principal is repayable over a five-year term, through sixty monthly installments of approximately $98 and a balloon payment of $6,400 at the expiration of the bareboat. The Company is required to maintain a security coverage ratio (as defined therein) of at least 120% for the first twelve months and at least 130% thereafter. In addition, the Company is required to maintain minimum liquidity of $350 in its operating account. The sale-and-leaseback agreement includes certain restrictions on dividends from the lessee’s accounts and other distributions. The Company has continuous options to repurchase the vessel at predetermined prices as set forth in the agreement. At the end of the 5-year bareboat period, the Company has the obligation to repurchase the vessel for $6,400. As of December 31, 2025, the amount outstanding under the April 2023 Neptune Sale and Leaseback was $9,130.


F-29
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

Village Seven Sale and Leaseback



On February 22, 2024, the Company entered into a $13,800 sale and leaseback agreement with Village Seven Co., Ltd. and V7 Fune Inc. to refinance the August 2022 EnTrust Facility, secured by the Exelixsea. Under ASC 842-40, the transaction was accounted for as a financial liability, as control remained with the Company and the Exelixsea  continued to be recorded as an asset on the Company’s consolidated balance sheet. On March 27, 2024, the vessel was sold and chartered back on a bareboat basis for a period of four years, followed by an additional two-year period at the Company’s option. The charterhire principal is repayable in forty-eight consecutive monthly installments of approximately $192 paid in advance, which could extend to seventy-two installments in case of exercise of the two-year optional period, at the same terms. The financing bears an interest rate of 3-month term SOFR plus 2.65% per annum. The Company has continuous options to repurchase the vessel at predetermined prices, following the second anniversary of the bareboat charter. At the end of the optional period, the Company has the option to take ownership of the vessel at nominal additional cost. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. As of December 31, 2025, the amount outstanding under the Village Seven Sale and Leaseback was $9,583.



Onishi Sale and Leaseback



On July 24, 2024, the Company entered into a $18,000 sale and leaseback agreement with Onishi Kaiun Co. and Ocean West Shipping S.A. for the purpose of financing the purchase option of the Synthesea under its previous bareboat charter. Under ASC 842-40, the transaction was accounted for as a financial liability, as control remained with the Company and the Synthesea continued to be recorded as an asset on the Company’s consolidated balance sheet. On August 1, 2024, the Company sold and chartered back the Synthesea on a bareboat basis for a period of five years, followed by an additional two-year period at the Company’s option. The charterhire principal amortizes through sixty consecutive monthly installments of approximately $136 paid in advance, which could extend to eighty-four installments in case of exercise of the two-year optional period, at the same terms. The financing bears an interest rate of 3-month term SOFR plus 2.70% per annum. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as set forth in the agreement. At the end of the optional period, the Company and the lessors have the option to repurchase and to sell the vessel, respectively, for $6,545. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. As of December 31, 2025, the amount outstanding under the Onishi Sale and Leaseback was $15,545.


Sale and Leasebacks Agreements repaid during the year ended December 31, 2025 and 2024

March 2023 Neptune Sale and Leaseback

On March 31, 2023, following the delivery of the Oasea, the Company entered into a sale and leaseback agreement with a subsidiary of Neptune for the purpose of partly financing the acquisition cost of the Oasea. Under ASC 842-40, the transaction was accounted for as a financial liability, as control remained with the Company and the Oasea was recorded as an asset on the Company’s consolidated balance sheet. The financing amount was $12,250 and the interest rate was 4.25% plus 3-month term SOFR per annum. The charterhire principal was repayable over a five-year term, through sixty monthly installments of approximately $98 and a balloon payment of $6,400 at the expiration of the bareboat charter. The Company was required to maintain a security coverage ratio (as defined therein) of at least 120% for the first twelve months and at least 130% thereafter.  In addition, the Company was required to maintain minimum liquidity of $350 in its operating account, while at the end of the five-year bareboat period, the Company had the obligation to repurchase the vessel for $6,400. On July 19, 2024, the Company repurchased the vessel from Neptune, repaying the outstanding charterhire principal of $10,788 and the relevant fees, in connection with the sale of the Oasea to her new owners. The unamortized debt discounts of $148 of Oasea was written off according to the debt extinguishment guidance of ASC 470-50 “Debt Modifications and Extinguishments” and was included in “Loss in extinguishment of debt” in the consolidated statement of operations. Following the early repayment of the outstanding charter hire principal due to the disposal of Oasea, the company paid a prepayment fee and incurred cost related to extinguishment of debt amounted to $227 which are also included in “Loss on extinguishment of debt” in the consolidated statement of operations.

F-30
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Huarong Sale and Leaseback

On November 15, 2023, the Company entered into three identical sale and leaseback transactions with certain affiliates of China Huarong Shipping Financial Leasing Company Ltd. (“Huarong”) for the purpose of refinancing the outstanding indebtedness of the Gloriuship which was previously financed by a sale and leaseback with a nominee of EnTrust Global and the outstanding indebtedness of Goodship and Tradership which were previously financed by the August 2022 EnTrust Facility. Under ASC 842-40, the transaction was accounted for as a financial liability, as control remained with the Company and the respective vessels were recorded as an asset on the Company’s consolidated balance sheet. The Company sold and chartered back the vessels on a bareboat charter basis for a three-year period. The sale and leaseback agreements became effective on December 5, 2023, upon the delivery of the vessels to the lessors. The transactions were accounted for as financial liabilities, as control remained with the Company and the three vessels continued to be recorded as assets on the Company’s balance sheet. The aggregate financing amount was $30,000 and the interest rate was 3.30% plus 3-month term SOFR per annum. The charterhire principal of each transaction was repayable through thirty-six monthly installments of $139 and a purchase obligation of $5,000 at the expiration of each bareboat agreement. The Company had continuous options to purchase the vessels on any date falling six months after the initiation of the bareboat charters at predetermined prices as set forth in the agreement. On June 10, 2025, the Company repurchased the Gloriuship, repaying the outstanding charterhire principal of $7,500 and the relevant fees, in connection with the sale of the vessel to her new owners (Note 5). On that date, as a result of the prepayment, an amount of $233 relating to deferred finance costs and other related expenses was recognized as loss on debt extinguishment according to the debt extinguishment guidance of ASC 470-50 “Debt Modifications and Extinguishments” and was included in “Loss on extinguishment of debt” in the consolidated statements of operations. On August 15, 2025, the Company repurchased the Tradership, repaying the outstanding charterhire principal of $7,222 and the relevant fees, in connection with the sale of the vessel to her new owners (Note 5). On that date, as a result of the prepayment, an amount of $209 relating to deferred finance costs and other related expenses was recognized as loss on debt extinguishment according to the debt extinguishment guidance of ASC 470-50 “Debt Modifications and Extinguishments” and was included in “Loss on extinguishment of debt” in the consolidated statements of operations. On September 16, 2025, the Company repurchased the Goodship, repaying the outstanding charterhire principal of $7,083 and the relevant fees, in connection with the sale of the vessel to her new owners (Note 5). On that date, as a result of the prepayment, an amount of $198 relating to deferred finance costs and other related expenses was recognized as loss on debt extinguishment according to the debt extinguishment guidance of ASC 470-50 “Debt Modifications and Extinguishments” and was included in “Loss on extinguishment of debt” in the consolidated statements of operations.

Certain of the Company’s sale and leaseback agreements discussed above are secured by a guarantee from the Company; general assignments covering the respective vessels’ earnings, insurances and requisition compensation; account pledge agreements; charter-party assignments, technical and commercial managers’ undertakings and pledge agreements covering the shares of the applicable bareboat charterer subsidiary.

As of December 31, 2025, the Company was in compliance with all covenants relating to its debt facilities as at that date.


As of December 31, 2025, one of the Company’s owned vessels, having a net carrying value of $19,272, was subject to a first mortgage as collateral to her long-term debt facility. In addition, the Company’s three bareboat chartered vessels (including the vessel held for sale), having a net carrying value of $54,299 as of December 31, 2025, have been financed through sale and leaseback agreements. As customary in leaseback agreements, the title of ownership is held by the registered owners.

F-31
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
The annual principal payments required to be made after December 31, 2025 for all long-term debt and other financial liabilities, are as follows:

Twelve month periods ending December 31,
  
Amount
  
2026
    
14,666
  
2027
    
5,536
  
2028     5,536  
2029     13,636  
Thereafter     9,384  
Total
    
48,758
  


8.
Equity Method Investments:



On July 31, 2024, the Company agreed to make an investment in a Norwegian limited liability company, RGI Marine Holdings AS (“RGI”), which participates under a newbuilding contract in the construction of an Energy Construction Vessel (“ECV”), with expected delivery date in May 2027. The Company’s interest in this investment in RGI at the time of entering into the investment was agreed to be between 46.4% and 49.8% of the total investment, with other non-related parties holding the remaining interests in the investment. RGI’s investment in the ECV is 45%. As a result of entering this transaction, the Company committed an aggregate amount of Euro 7.8 million (or $9,175 based on the Euro/U.S. dollar exchange rate of €1.0000: $1.18 as of December 31, 2025), due in five installments over a period of 33 months, matching the stages of the ECV’s building process. The first installment amounting to $2,464 was paid on August 7, 2024, and the second installment amounting to $1,251 was paid on October 31, 2024. In assessing the accounting treatment for this transaction, the Company evaluated ASC 810 “Consolidation” and concluded that RGI is a VIE and that the Company did not individually have the power to direct the activities of the VIE that most significantly affect its performance. As of December 31, 2024, the noncontrolling interest of 49% into RGI was accounted for under the equity method due to the Company’s significant influence over RGI.



As of December 31, 2024, the investment in RGI amounted to $3,588 and was presented in “Equity method investment” in the accompanying consolidated balance sheet. The investment figure included certain capitalized expenses as well a translation adjustment reserve. For the year ended December 31, 2024, the loss for this investment amounted to $142 and is presented in “Loss on equity method investment” in the accompanying consolidated statement of operations.


On May 5, 2025, United increased its stake in RGI and became the primary beneficiary of the VIE. (Note 9). Until this date, the Company recorded a “Loss on equity method investment” of $44 in the accompanying consolidated statement of operations for 2025.

United recognized the investment of RGI in Wind Energy Construction SA (“WEC”) at the date of becoming the primary beneficiary of RGI at its fair value (Note 9). WEC is a private liability company duly incorporated under the laws of Norway which has a newbuilding contract for the construction of an ECV, with expected delivery date in May 2027. As of December 31, 2025, under the terms of the RGI shareholders’ agreement, United and the other RGI investors had committed to an aggregate residual amount of Euro 1.2 million (or $1,481 based on the Euro/U.S. dollar exchange rate of €1.00: $1.18 as of December 31, 2025) due in one installment to fund RGI’s participation under the newbuilding contract in the construction of the ECV. These capital commitments were contractually binding and non-cancelable. The Company accounts for the investment in WEC under the equity method. As of December 31, 2025, the investment in WEC amounted to $17,407 under “Equity method investment” and is presented in the accompanying consolidated balance sheet. For the year ended December 31, 2025, the loss for this investment amounted to $42 and is presented in “Loss on equity method investment” in the accompanying consolidated statement of operations. From May 5, 2025 until December 31, 2025, amounts paid from RGI to WEC was $4,871 and are included in “Equity method investments” under “Cash flows from investing activities” in the consolidated statements of cash flows.

F-32
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
The Company’s maximum exposure to a loss as a result of its investment in RGI is limited to its committed amount in this investment.

As of December 31, 2025, the Company assessed if there is a loss in the value of the value of investment of RGI in WEC by evaluating market conditions within industry. No impairment loss was recognized with regards to RGI’s equity method investment in WEC as per ASC 323-10.


As of December 31, 2025, RGI’s equity stake in WEC remains unchanged.

Investment in WEC is considered significant from the Company’s perspective according to Regulation S-X rule 4-08 (g). Summarized financial information of WEC is provided below:

   
December 31, 2025
  
Current assets
    
545
  
Non-current assets
   
32,997
  
Current liabilities
    
181
  

Net income for the year ended December 31, 2025 for WEC was $307.

Since the Regulation S-X rule 4-08(g) for WEC was met as of December 31, 2025, the Company is required to present summarized financial information of all equity method investees even if they are not significant for the fiscal years presented. Summarized financial information of RGI, which was accounted for as an equity method investee as of December 31, 2024, is provided below:

   
December 31, 2024
  
Current assets
    
133
  
Non-current assets
    
5,192
  
Current liabilities
    
59
  

RGI’s net loss for the year ended December 31, 2024 was $345.


On February 6, 2026, RGI entered into a share sale and purchase agreement to dispose of all its equity shares in WEC. The transaction is expected to close by May 31, 2026, subject to customary conditions under the Share Sale and Purchase Agreement, after which the Company will no longer retain an equity interest in the project (Note 17).


9.
Acquisition of RGI:

On May 5, 2025, United determined that it became the primary beneficiary of RGI and the non-controlling interest was determined to be 28.2%. As a result of this increase, and according with ASC 810, United became the primary beneficiary of RGI and consolidated its financial position and results of operations. The transaction was accounted for in accordance with ASC 810-10-30-3 and ASC 810-10-30-4 since the Company concluded that it became the primary beneficiary of a VIE that is not business. The Company recognized the identifiable assets and liabilities and the non-controlling interest at fair values in accordance with ASC 805-20-25 and ASC 805-20-30. The fair values of the identifiable assets acquired, liabilities assumed and non-controlling interest related to RGI were determined through Level 3 inputs within the fair value hierarchy. The valuation incorporated unobservable inputs, including estimates related to RGI’s investment in WEC, which owns a vessel under construction which was not marketable on May 5, 2025. The Company estimated the fair value of the new building contract based on the average of third party brokers' valuations, adjusted to reflect RGI's proportionate interest in WEC's vessel under construction, amounting to $12,249.

The gain recognized in the accompanying consolidated statement of operation was the difference between (a) the sum of consideration paid of $4,219, fair value of non-controlling interest $3,552 and the reported amount of the previous held investment of $3,552, and (b) the fair value of the identifiable assets and liabilities of $12,595. The Company also derecognized the translation reserve adjustments of $4 related to previously held equity method investment presented in the accompanying consolidated statement of other comprehensive loss. As a result of this transaction, the Company recognized as gain on acquisition of RGI an amount of $1,268 in the accompanying consolidated statement of operations.

F-33
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
On October 31, 2025, the Company expanded its ownership in RGI by 4.4%, increasing its stake by Euro 2.1 million (or $2,405) as per the installment terms of the RGI shareholders’ agreement.

On October 31, 2025, the Company provided a short-term (30-day) Euro 2.1 million (or $2,466) convertible loan facility to RGI with interest paid in shares. In November 2025 the Company decided that it will convert the loan into shares. The conversion was completed in March 2026 (Note 17). As of December 31, 2025, the intercompany convertible loan between RGI and United has been eliminated on a consolidated basis.

On November 21, 2025, the Company entered into an addendum to the subscription agreement with RGI, whereby United and the minority interest holders of RGI agreed to contribute to RGI an amount of $92 on a pro-rata basis.

As of December 31, 2025, the Company held a 76.2% equity stake in RGI.

As of December 31, 2025, the non-controlling interest holders of RGI had committed to fund the remaining Euro 1.2 million (or $1,357 based on the Euro/U.S. dollar exchange rate of €1.00: $1.18 as of December 31, 2025). While their commitments were also contractually binding, the Company could not ensure that those contributions would be made on a timely basis, if at all. Failure by any party to fulfill their capital commitment could result in changes to ownership interests, dilution, or default provisions under the shareholders’ agreement. As of December 31, 2025, United had not recorded a liability related to the unfunded commitment, as it does not meet the criteria for recognition under ASC 405 or ASC 450.

10.
Financial Instruments:

The guidance for fair value measurements applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The same guidance requires that assets and liabilities carried at fair value should be classified and disclosed in one of the following three categories based on the inputs used to determine its fair value:


 •
Level 1: Quoted market prices in active markets for identical assets or liabilities;

•
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data;

•
Level 3: Unobservable inputs that are not corroborated by market data.

(a)
Significant Risks and Uncertainties, including Business and Credit Concentration

The Company places its temporary cash investments, consisting mostly of deposits, primarily with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s investment strategy. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk.

(b)
Fair Value of Financial Instruments

The fair values of the financial instruments shown in the consolidated balance sheet as of December 31, 2025 and 2024, represent management’s best estimate of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. These fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances.

F-34
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

a.
Cash and cash equivalents, restricted cash, accounts receivable trade, other current assets, prepaid expenses, trade accounts and other payables and accrued liabilities: the carrying amounts approximate fair value because of the short maturity of these instruments. The carrying value approximates the fair market value for interest bearing cash classified as restricted cash, non-current.
b.
Long-term debt and other financial liabilities: The carrying value of long-term debt and other financial liabilities with variable interest rates approximates the fair value as the long-term debt and other financial liabilities bear interest at floating interest rate.
c.
The aggregate fair value of Cretansea (classified as “Vessel held for sale” in the accompanying consolidated balance sheet as of December 31, 2025) was written down to its fair value based on the market values received from independent brokers, net of commissions, of $14,744 and an impairment loss of $2,142 was recognized (Level 2).

11.
Commitments and Contingencies:

Contingencies

Various claims, lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. As of December 31, 2025, management is not aware of any material claims or contingent liabilities, which have not been disclosed, or for which a provision has not been established in the accompanying consolidated financial statements.

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities that should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements. The Company is covered for liabilities associated with the individual vessels’ actions to the maximum limits as provided by Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs.

Commitments

The Company operates certain of its vessels under lease agreements. Time charters typically may provide for charterers’ options to extend the lease terms and termination clauses. The Company’s time charters duration was approximately 5 to 21 months. In addition, the time charters contain termination clauses which protect either the Company or the charterers from material adverse events. Variable lease payments in the Company’s time charters vary based on changes on freight market index. The Company has the option to convert some of these variable lease payments to fixed based on the prevailing Capesize and Panamax forward freight agreement rates.

As at December 31, 2025, the Company operated certain of its vessels under time charter agreements, considered as operating leases accounted for as per ASC 842 requirements.

F-35
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
The following table sets forth the Company’s future minimum contractual charter revenue based on vessels committed to non-cancelable time charter contracts as at December 31, 2025. For index-linked time charter contracts the calculation was made using the charter rates that prevail at the balance sheet date for index-linked time charters and the fixed rates for fixed periods time charters (these amounts do not include any assumed off-hire).

Twelve month periods ending December 31,
  
Amount
  
2026
    
15,226
  
2027
    
924
  
Total
    
16,150
  

As at December 31, 2025, the Company had an option to purchase the Nisea at the end of 18-month bareboat charter for $16,620 (Note 6). On March 5, 2026, the Company entered into a sale and leaseback agreement to finance the purchase option cost of the Nisea (Note 17).

12.
Capital Structure:

(a)
Preferred Stock

The Company is authorized to issue up to 100,000,000 registered shares of preferred stock with a par value of $0.0001. The Board of Directors of the Company is expressly granted the authority to issue preferred shares and to establish such series of preferred shares with such designations, preferences and relative participating, rights, qualifications, limitations or restrictions at it determines.

Series A Preferred Shares

Prior to the Spin-Off, United entered into a Shareholders Rights Agreement, or the Rights Agreement, with American Stock Transfer & Trust Company, LLC, as Rights Agent. On December 27, 2023, the Company’s Board of Directors approved an amendment and restatement of the Rights Agreement to make certain technical or ministerial changes. As at December 31, 2025, no Rights were exercised.

F-36
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Series B Preferred Shares

As at December 31, 2025, the Company had 40,000 Series B Preferred Shares issued and outstanding with par value $0.0001 per share. 

(b)
Common Stock

Under the Company’s amended and restated articles of incorporation, the Company’s authorized capital stock consists of 2,000,000,000 shares of common stock, par value $0.0001 per share. As at December 31, 2025, the Company had 9,083,645 common shares issued and outstanding.


 i)
Dividends

On November 10, 2025, the Company declared a dividend of $0.09 per common share for the third quarter of 2025, to all shareholders of record as of December 29, 2025. The dividends amounting to $818 were paid on January 9, 2026 (Note 17) and is included in “Dividends payable” in the accompanying consolidated balance sheet.

On August 5, 2025, the Company declared a quarterly dividend of $0.03 per common share for the second quarter of 2025 to all shareholders of record as of August 18, 2025. The dividend amounted to $276 was paid on October 10, 2025.

On May 20, 2025, the Company declared a dividend of $0.01 per common share for the first quarter of 2025 to all shareholders of record as of June 30, 2025. The dividend amounted to $92 was paid on July 10, 2025.

On March 17, 2025, the Company declared a dividend of $0.01 per common share for the fourth quarter of 2024 to all shareholders of record as of March 27, 2025. The dividend amounted to $88 and was paid on April 10, 2025.

On November 25, 2024, the Company declared a dividend of $0.075 per common share for the third quarter of 2024 to all shareholders of record as of December 27, 2024. The dividend amounted to $663 was paid on January 10, 2025 and was included in “Dividends payable” in the accompanying consolidated balance sheet.

On August 5, 2024, the Company declared a dividend of $0.075 per common share for the second quarter of 2024 to all shareholders of record as of September 27, 2024. The dividend amounted to $664 and was paid on October 10, 2024.

F-37
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
On May 23, 2024, the Company declared a dividend of $0.075 per common share for the first quarter of 2024 to all shareholders of record as of June 25, 2024. The dividend amounted to $676 and was paid on July 10, 2024.

On February 19, 2024, the Company declared a dividend of $0.075 per common share for the fourth quarter of 2023 to all shareholders of record as of March 22, 2024. The dividend amounted to $651 and was paid on April 10, 2024.

On January 10, 2024, the Company paid the previously declared dividend of $0.075 per common share or $652 for the third quarter of 2023 to all shareholders of record as of December 22, 2023.

Total dividends declared in the years ended December 31, 2025 and December 31, 2024 amounted to $1,274 and $2,654, respectively.


 ii)
Common stock buybacks

Between August and October 2022, the Company’s Board approved three share repurchase plans of up to $3,000 each. The first two share repurchase plans were completed in 2022. The third plan was initially extended in May 2023 and subsequently extended three additional times and currently remains in effect through December 31, 2026.

During 2025, the Company repurchased 120,622 of its outstanding common shares at an average price of approximately $1.68 per share for a total of $204, inclusive of commissions and fees. All the repurchased shares were cancelled and restored to the status of authorized but unissued shares as of December 31, 2025.

During 2024, the Company repurchased 185,363 of its outstanding common shares at an average price of approximately $2.52 per share for a total of $469, inclusive of commissions and fees. All the repurchased shares were cancelled and restored to the status of authorized but unissued shares as of December 31, 2024.

During 2023, the Company repurchased 264,813 of its outstanding common shares at an average price of approximately $2.54 and a total of $673, inclusive of commissions and fees. All the repurchased shares were cancelled and restored to the status of authorized but unissued shares as of December 31, 2023.

(c)
Warrants

During the year ended December 31, 2025, no shares were issued from Class A warrants’ exercises. As of December 31, 2025, 6,962,770 Class A warrants remained outstanding. The exercise price of the Class A warrants is $2.25 per common share. All warrants are classified in equity, according to the Company’s accounting policy. The warrants contain a cashless exercise provision, whereby if at the time of exercise, there is no effective registration statement, then the warrants can be exercised by means of a cashless exercise as disclosed in the warrant’s agreement.

As of December 31, 2025, the number of common shares that can potentially be issued under the outstanding Class A warrants were 6,962,770.

During the year ended December 31, 2024, no shares were issued from Class A warrants’ exercises.

During the year ended December 31, 2023, 779,200 shares were issued from Class A warrants’ exercises, for proceeds of $1,883. As of December 31, 2023, 6,962,770 Class A warrants remained outstanding. Following the payment of the special dividend of $1.00 per common share on January 10, 2023, the exercise price of the Class A warrants was adjusted at a price of $2.25 per warrant effective on January 11, 2023, pursuant to the antidilution provisions of the warrant agreement.

F-38
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
13.
Vessel Revenue, net and Voyage Expenses:

Disaggregation of Revenue

The Company disaggregates its revenue from contracts with customers by the type of charter (time and spot charters). The following table presents the Company’s statement of operations figures derived from spot charter and time charters for the years ended December 31, 2025, 2024 and 2023:

  Year ended December 31,  
 
 2025
   2024
  
2023
  
Vessel revenues from time charters, net of commissions
     32,338       45,439      
31,754
  
Vessel revenues from spot charters, net of commissions
     5,447       -      
4,313
  
Total
     37,785       45,439      
36,067
  

Demurrage income for the years ended December 31, 2025, 2024 and 2023 was $364, $NIL and $512, respectively.

As of December 31, 2025 and 2024, the trade accounts receivable was $1,421 and $1,437, respectively, and related to time charters.

Deferred revenue represents cash received in advance of performance under the contract prior to the balance sheet date and is realized when the associated revenue is recognized under the contract in periods after such date. Deferred revenue as of December 31, 2025 and December 31, 2024 was $415 and $664, respectively and relates entirely to ASC 842. As of December 31, 2025 and 2024, an amount of $15 and $731, respectively, related to ballast bonus payments made by charterers for the ballast trip which are deferred and recognized on a straight line over the charter period.

As of December 31, 2025 and 2024, an amount of $163 and $NIL, respectively, included in “Deferred revenue” and related to time charter arrangements which were treated as lease modification and not accounted for as separate contract.

Charterers individually accounting for more than 10% of revenues for the years ended December 31, 2025, 2024 and 2023:

Customer
  
2025
    2024  
2023
A
  
24%
 
 33%  
21%
B
  
21%
 
 19%  
10%
C
  
15%
 
 -  
-
D
  
12%
 
 16%  
-
E
   12%   -   -
F
   -   -   22%
G
   -   -   12%
H
   -   -   12%
Total
  
84%
 
 68%  
77%

F-39
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Voyage Expenses

The following table presents the Company’s statement of operations’ figures derived from time charters, spot charters and for unfixed periods for the years ended December 31, 2025, 2024 and 2023:

    Year ended December 31,  
    2025
     2024
     2023
  
Voyage expenses from time charters
     2,163       1,270      
1,424
  
Voyage expenses from spot charters
     2,263       -      
1,039
  
Voyage expenses for unfixed periods
     640       501       644  
Total
     5,066       1,771      
3,107
  

14.
Interest and Finance Costs:

Interest and finance costs are analyzed as follows:

    Year ended December 31,
  
    2025
     2024
    
2023
  
Interest on long-term debt and other financial liabilities
    
4,888
      
6,072
      
5,184
  
Interest on finance lease liability
    
888
      
1,345
      
1,158
  
Amortization of deferred finance costs and debt discounts
    
543
      
727
      
781
  
Other
    
54
      
272
      
60
  
Total
    
6,373
      
8,416
      
7,183
  

15.
(Loss) / earnings per Share:

The calculation of net (loss) / income per common share is summarized below:

   
For the years ended December 31,
  
   
2025
    
2024
    
2023
  
                   
Net (loss) / income
  
$
(6,214
)
  
$
(3,383
)
  
$
221
  
Less: Net loss attributable to non-controlling interest
    
(26
)
    
-
      
-
  
Net (loss) / income attributable to common stockholders of United Maritime Corporation
    
(6,188
)
    
(3,383
)
    
221
  
Less: Dividends to non-vested participating securities
    
-
      
-
      
(95
)
Net (loss) / income attributable to common stockholders, basic and diluted
  
$
(6,188
)
  
$
(3,383
)
  
$
126
  
                         
Weighted average common shares outstanding, basic and diluted
    
8,866,523
      
8,711,951
      
8,359,487
  
                         
Net (loss) / income per share attributable to common stockholders, basic and diluted
  
$
(0.70
)
  
$
(0.39
)
  
$
0.02
  

F-40
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
The Company calculates basic earnings per share in conformity with the two-class method required for companies with participating securities. The calculation of basic earnings per share does not consider the non-vested shares as outstanding until the time-based vesting restrictions have lapsed.

Net (loss) / income attributable to common shareholders for the years ended December 31, 2025, 2024 and 2023 is adjusted by the amount of dividends on non-vested participating securities (if any). Undistributed income to non-vested participating securities was not calculated for the years ended December 31, 2025, 2024 and 2023, because doing so would result in distributed income in excess of net income, thus resulting in undistributed losses.

For the years ended December 31, 2025, 2024 and 2023, securities that could potentially dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share, because to do so would have anti-dilutive effect, are any incremental shares of non-vested equity incentive plan shares (Note 16) and of unexercised warrants calculated with the treasury stock method.

16.
Equity Incentive Plan:

Prior to consummation of the Spin-Off, the Company’s Board of Directors adopted an Equity Incentive Plan, or the Plan, pursuant to which the Company could issue up to 150,000 common shares. On October 14, 2022, the Plan was amended and restated to increase the aggregate number of shares of the common stock reserved for issuance under the Plan to 1,500,000 shares. On December 28, 2022, the Plan was further amended and restated to increase the aggregate number of shares of the common stock reserved for issuance under the Plan to 2,000,000 shares.

On April 7, 2025, the Compensation Committee of our board of directors approved a further amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 275,000 restricted common shares to the members of the Company’s board of directors and 75,000 common shares to certain of the Company’s service providers (Note 3) and 10,000 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $1.20. 79,500 shares vested on April 7, 2025, 113,000 shares vested on October 7, 2025 and 167,500 shares vested on April 7, 2026.

On March 27, 2024, the Compensation Committee of the Company’s board of directors approved the amendment and restatement of the 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 400,000 shares and granted awards under the plan to the Company’s directors and certain employees of the Company’s service providers of an aggregate of 335,000 restricted common shares. Of the total 335,000 shares issued, 260,000 shares were granted to the members of the Company’s board of directors, 65,000 shares were granted to certain employees of the Company’s service providers (Note 3) and 10,000 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $2.635. On March 27, 2024, 67,000 shares vested, while 100,500 shares vested on September 27, 2024 and 167,500 shares vested on March 27, 2025.

The related expense for shares granted to the Company’s Board of Directors and certain employees of the Company’s service providers for the years ended December 31, 2025, 2024 and 2023, amounted to $469, $756 and $2,522, respectively, and is included under “General and administration expenses” in the Company’s consolidated statements of operations. The related expense for shares granted to the sole director of the Company’s commercial manager for the years ended December 31, 2025, 2024 and 2023 amounted to $14, $23, $NIL respectively.

F-41
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Restricted shares during 2025 and 2024 are analyzed as follows:

   
Number
of Shares
    
Weighted
Average Grant
Date Price
  
Outstanding at December 31, 2023
    
-
    
$
-
  
Granted
    
335,000
      
2.64
  
Vested
    
(167,500
)
    
2.64
  
Outstanding at December 31, 2024
     167,500     $ 2.64  
Granted     360,000       1.20  
Vested     (360,000 )     1.87  
Outstanding at December 31, 2025
    
167,500
    
$
1.20
  

The unrecognized cost for the non-vested shares granted to the Company’s Board of Directors and certain employees of the Company’s service providers for the years ended December 31, 2025 and 2024 amounted to $53 and $104, respectively. On December 31, 2025, the weighted-average period over which the total compensation cost related to non-vested awards granted to the Company’s Board of Directors and certain employees of the Company’s service providers not yet recognized is expected to be recognized is 0.26 years.

17.
Subsequent Events

On January 9, 2026, the Company paid a regular quarterly cash dividend of $818 for the third quarter of 2025 to all shareholders of record as of December 29, 2025 (Note 12).


On January 27, 2026, the Company entered into agreement with an unaffiliated party for the sale of Cretansea for a gross sale price of $15,200. Delivery of the vessel to her new owners is expected to take place in the second quarter of 2026.



On February 6, 2026, RGI entered into share sale and purchase agreement with an unaffiliated third party to sell all the 45% equity stake in WEC for a price of Euro 15.5 million. The buyer made a prepayment of Euro 1.0 million after signing the agreement which is secured by a first priority lien on 3% of the disposal shares. The sale is expected to be completed by May 31, 2026, subject to customary conditions, after which United will no longer retain an equity stake in WEC.


On February 6, 2026, following United exercising its right of first offer, the Company entered into an agreement with Seanergy for the acquisition of the Dukeship through an 18-month bareboat charter. The charter period commenced following the delivery of the vessel on February 12, 2026. United has advanced a downpayment of $5,500 and will pay a daily charter rate of $9.5, with a purchase obligation of $22,050 at the end of the bareboat charter. A special committee of disinterested members of the Company’s Board of Directors negotiated the terms and approved the agreement.

On February 26, 2026, RGI declared and paid a dividend of Euro 0.9 million to all of its shareholders.


F-42
Table of Contents
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

On March 5, 2026, the Company entered into an $18,250 sale and leaseback agreement with an affiliate of Huarong to finance the purchase option cost of the Nisea under its previous bareboat charter. The Company sold and chartered back the vessel on a bareboat basis for a five-year period which commenced on March 10, 2026. The charterhire principal amortizes in 20 quarterly installments of $353 along with a purchase obligation of $11,200 at the expiry of the bareboat charter, bearing an interest rate of 3-month term SOFR plus 1.95% per annum. The Company has continuous options to repurchase the vessel at any time during the bareboat charter period at predetermined prices, as set forth in the agreement, following the first anniversary of the bareboat charter. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions.



On March 9, 2026, the Compensation Committee of our board of directors approved a further amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 500,000 shares. On the same date, the Compensation Committee granted an aggregate of 464,000 restricted shares of common stock pursuant to the Plan. Of the total 464,000 common shares issued on March 9, 2026, 340,000 common shares were granted to the members of the Company’s board of directors and 124,000 common shares were granted to certain of the Company’s service providers and to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $2.07. 115,000 shares vested on the date of the issuance, March 9, 2026, 154,000 shares will vest on September 9, 2026, 117,000 shares will vest on April 9, 2027 and 78,000 shares will vest on September 9, 2027.



On March 10, 2026, the Company declared a regular cash dividend of $0.10 per common share for the fourth quarter of 2025 payable on or about April 10, 2026 to all shareholders of record as of March 27, 2026.

On March 10, 2026, the Company exercised its purchase option for Nisea as per the terms of the bareboat charter agreement using the funds of Huarong sale and leaseback agreement.


On March 11, 2026, following United exercising its right of first offer, the Company agreed the main terms to acquire the Squireship from Seanergy for a purchase price of $29,500. The purchase is subject to entering into a memorandum of agreement and securing financing. The vessel is expected to be delivered by mid-June 2026. A special committee of disinterested members of the Company’s Board of Directors negotiated the terms and approved the agreement.


On March 13, 2026, the Company completed the conversion of the loan amount to RGI into 2,648,827 shares. Upon conversion, the Company held an 84.3% equity stake in RGI.



Since the beginning of the period ended December 31, 2025 and until April 2, 2026, the Company has repurchased 9,506 of its outstanding common shares at an average price of approximately $1.74 per share for a total of $16.6, inclusive of commissions and fees. All the repurchased shares were cancelled and restored to the status of authorized but unissued shares.


F-43
EX-2.4 2 ef20060832_ex2-4.htm EXHIBIT 2.4
Exhibit 2.4

DESCRIPTION OF SECURITIES
 
For the complete terms of our capital stock, please refer to our amended and restated articles of incorporation and our second amended and restated bylaws, which are filed as exhibits to the annual report of which this exhibit forms a part. The Business Corporations Act of the Republic of the Marshall Islands, as amended from time to time (“BCA”) may also affect the terms of our capital stock.
 
For purposes of the following description of capital stock, references to “us”, “we” and “our” refer only to United Maritime Corporation and not any of its subsidiaries.
 
Capitalized terms used but not defined herein have the meanings given to them in the annual report of which this exhibit forms a part.
 
Purpose
 
Our purpose, as stated in our amended and restated articles of incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the BCA. We are not aware of any limitations on the rights to own our securities, including rights of non-resident or foreign stockholders to hold or exercise voting rights on our securities, imposed by foreign law or by our restated articles of incorporation or second amended and restated bylaws.
 
Authorized Capitalization
 
Our authorized capital stock consists of 2,000,000,000 shares of common stock, par value $0.0001 (“common shares”), and 100,000,000 shares of preferred stock, par value $0.0001, of which 2,000,000 shares are designated Series A Preferred Stock and 40,000 shares are designated Series B Preferred Stock. As of December 31, 2025, 9,083,645 common shares were issued and outstanding and as of April 6, 2026, 9,538,139 common shares were issued and outstanding. As of December 31, 2025 and as of April 6, 2026, no shares of Series A Preferred Stock and 40,000 shares of Series B Preferred Stock were outstanding. All of our shares of stock are in registered form.

Description of Common Shares

Subject to preferences that may be applicable to any outstanding preferred shares, holders of common shares are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common shares will be entitled to receive pro rata our remaining assets available for distribution. Holders of common shares do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of common shares are subject to the rights of the holders of any preferred shares which we have issued or may issue in the future. Our common shares are not subject to any sinking fund provisions and no holder of any shares will be required to make additional contributions of capital with respect to our shares in the future.
 
Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our remaining assets available for distribution. Holders of common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of our preferred stock.
 
Prior to our initial spin-off transaction, or the Spin-Off, Seanergy Maritime Holdings Corp., of the Republic of the Marshall Islands (“Parent”), as our sole shareholder approved the amendment of our articles of incorporation to effect one or more reverse stock splits of the shares of our common stock issued and outstanding at the time of the reverse split at a cumulative exchange ratio of between one-for-two and one-for-five hundred, with our board of directors to determine, in its sole discretion, whether to implement any reverse stock split, as well as the specific timing and ratio, within such approved range of ratios; provided that any such reverse stock split or splits are implemented prior to the third anniversary of the Spin-Off. While our board of directors will exercise its sole discretion as to whether and in what circumstances to effect any reverse stock split pursuant to this amendment of our articles of incorporation, the Parent’s determination to approve such amendment is intended to provide us the means to maintain compliance with the continued listing requirements of the Nasdaq Capital Market, in particular the bid price requirement, as well as to realize certain beneficial effects of a higher trading price for our common shares, including the ability to appeal to certain investors and potentially increased trading liquidity.
 
1
Description of Preferred Stock Purchase Rights

We have entered into a Shareholders Rights Agreement (as amended and restated, the “Rights Agreement”) with Continental Stock Transfer & Trust Company, as Rights Agent.

Under the Rights Agreement, we declared a dividend payable of one preferred stock purchase right, or Right, for each share of common stock outstanding immediately prior to the Spin-Off. Each Right entitles the registered holder to purchase from us one one-thousandth of a share of Series A Participating Preferred Stock, par value $0.0001, at an exercise price of $40.00 per share. The Rights will separate from the common stock and become exercisable only if a person or group acquires beneficial ownership of 10% (15% in the case of a passive institutional investor) or more of our common stock (including through entry into certain derivative positions) in a transaction not approved by our board of directors. In that situation, each holder of a Right (other than the acquiring person, whose Rights will become void and will not be exercisable) will have the right to purchase, upon payment of the exercise price, a number of shares of our common stock having a then-current market value equal to twice the exercise price. In addition, if the Company is acquired in a merger or other business combination after an acquiring person acquires 10% (15% in the case of a passive institutional investor) or more of our common stock, each holder of the Right will thereafter have the right to purchase, upon payment of the exercise price, a number of shares of common stock of the acquiring person having a then-current market value equal to twice the exercise price. The acquiring person will not be entitled to exercise these Rights. Until a Right is exercised, the holder of a Right will have no rights to vote or receive dividends or any other shareholder rights.

The Rights may have anti-takeover effects. The Rights will cause substantial dilution to any person or group that attempts to acquire us without the approval of our board of directors. As a result, the overall effect of the Rights may be to render more difficult or discourage any attempt to acquire us. Because our board of directors can approve a redemption of the Rights or a permitted offer, the Rights should not interfere with a merger or other business combination approved by our board of directors.

We have summarized the material terms and conditions of the Rights Agreement and the Rights below. For a complete description of the Rights, we encourage you to read the Rights Agreement, which we have filed as an exhibit to the annual report of which this exhibit forms a part.

Detachment of the Rights

The Rights are attached to all certificates representing our currently outstanding common stock, or, in the case of uncertificated common shares registered in book entry form, which we refer to as “book entry shares,” by notation in book entry accounts reflecting ownership, and will attach to all common stock certificates and book entry shares we issue prior to the Rights distribution date that we describe below. The Rights are not exercisable until after the Rights distribution date and will expire at the close of business on July 1, 2032, unless we redeem or exchange them earlier as we describe below. The Rights will separate from the common stock and a Rights distribution date would occur, subject to specified exceptions, on the earlier of the following two dates:
 

 •
the 10th day after public announcement that a person or group has acquired ownership of 10% (15% in the case of a passive institutional investor) or more of the Company's common stock; or
 

 •
the 10th business day (or such later date as determined by the Company's board of directors) after a person or group announces a tender or exchange offer which would result in that person or group holding 10% (15% in the case of a passive institutional investor) or more of the Company's common stock.

“Acquiring person” is generally defined in the Rights Agreement as any person, together with all affiliates or associates, who beneficially owns 10% or more of the Company's common stock then outstanding, provided that none of Stamatios Tsantanis, his immediate family members, or any of their affiliates or associates will be considered an acquiring person. However, the Company, any subsidiary of the Company or any employee benefit plan of the Company or of any subsidiary of the Company, any person holding shares of common stock for or pursuant to the terms of any such plan, or a passive institutional investor, are excluded from the definition of “acquiring person.” Inadvertent owners that would otherwise become an acquiring person, including those who would have this designation as a result of repurchases of common stock by us, will not become acquiring persons as a result of those transactions.

2
Our board of directors may defer the Rights distribution date in some circumstances, and some inadvertent acquisitions will not result in a person becoming an acquiring person if the person promptly divests itself of a sufficient number of shares of common stock.

Until the Rights distribution date: (i) the Rights will be evidenced by the certificates for shares of Common Stock registered in the names of the holders thereof or, in the case of uncertificated shares of Common Stock registered in book-entry form by notation in book entry accounts reflecting the ownership of such shares of Common Stock (which certificates and Book Entry Shares, as applicable, shall also be deemed to be Rights Certificates) and not by separate Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of shares of Common Stock.

As soon as practicable after the Rights distribution date, we will prepare, execute and send, or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information and documents, in the discretion of the Rights Agent, at the expense of the Company, send or cause to be sent) by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the close of business on the Rights distribution date, at the address of such holder shown on the records of the Company, or the transfer agent or registrar for the Common Stock, a Rights Certificate evidencing one Right for each share of Common Stock so held.

We will not issue Rights with any shares of common stock we issue after the Rights distribution date, except as our board of directors may otherwise determine.

Flip-In Event

If an Acquiring Person obtains beneficial ownership of 10% (15% in the case of a passive institutional investor) or more of the common shares, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of common shares (or, in certain circumstances, cash, property or other securities of the Company) having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by the Company, as further described below under “Redemption of Rights”.

Following the occurrence of an event set forth in preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially owned by an Acquiring Person or certain of its transferees will be null and void.

Flip-Over Event

If, after an Acquiring Person obtains 10% (15% in the case of a passive institutional investor) or more of the common shares, (i) the Company merges into another entity; (ii) an acquiring entity merges into the Company; or (iii) the Company sells or transfers 50% or more of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price, a number of common shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price.

Anti-dilution

We may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the Preferred Shares or common shares. No adjustments to the Exercise Price of less than 1% will be made.

Redemption of Rights

We may redeem the Rights for $0.0001 per Right under certain circumstances. If we redeem any Rights, we must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of the Rights will be to receive the redemption price of $0.0001 per Right, payable, at the option of the Company, in cash, common shares or such other form of consideration as the Company's board of directors shall determine. The redemption price will be adjusted if we effect a stock dividend or a stock split.

3
Exchange of Rights

After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding common shares, our board of directors may extinguish the Rights by exchanging one common share or an equivalent security for each Right, other than Rights held by the Acquiring Person. In certain circumstances, we may elect to exchange the Rights for cash or other securities of the Company having a value approximately equal to one common share.

Amendment of Terms of Rights

The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the holders of the Rights for so long as the Rights are then redeemable. Thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the holders of Rights, with certain exceptions, in order to (i) cure any ambiguities; (ii) correct or supplement any provision contained in the Rights Agreement that may be defective or inconsistent with any other provision therein; (iii) shorten or lengthen any time period pursuant to the Rights Agreement; or (iv) make changes that do not adversely affect the interests of holders of the Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person).

Description of Preferred Stock

Our board of directors is authorized to provide for the issuance of preferred stock in one or more series with designations as may be stated in the resolution or resolutions providing for the issue of such preferred stock. At the time that any series of our preferred stock is authorized, our board of directors will fix the dividend rights, any conversion rights, any voting rights, redemption provisions, liquidation preferences and any other rights, preferences, privileges and restrictions of that series, as well as the number of shares constituting that series and their designation. Our board of directors could, without shareholder approval, cause us to issue preferred stock which has voting, conversion and other rights and preferences that could adversely affect the voting power and other rights of holders of our common stock and Series B Preferred Stock, or make it more difficult to effect a change in control. In addition, preferred stock could be used to dilute the share ownership of persons seeking to obtain control of us and thereby hinder a possible takeover attempt which, if our shareholders were offered a premium over the market value of their shares, might be viewed as being beneficial to our shareholders. The material terms of any series of preferred stock that we offer through a prospectus supplement will be described in that prospectus supplement.

Description of Series B Preferred Stock

The following description of the characteristics of the Series B Preferred Shares is a summary and does not purport to be complete and is qualified by reference to the Statement of Designation which is filed as an exhibit to the annual report of which this exhibit forms a part.

Voting. To the fullest extent permitted by law, each Series B preferred share entitles the holder hereof to 25,000 votes per share on all matters submitted to a vote of the shareholders of the Company, provided however, that no holder of Series B Preferred Shares may exercise voting rights pursuant to Series B Preferred Shares that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series B Preferred Shares, common shares or otherwise) to exceed 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders of the Company. To the fullest extent permitted by law, the holder of Series B Preferred Shares shall have no special voting or consent rights and shall vote together as one class with the holders of the common shares on all matters put before the shareholders.

Conversion. The Series B Preferred Shares are not convertible into common shares or any other security.

Redemption. The Series B Preferred Shares are not redeemable.

Dividends. The Series B Preferred Shares have no dividend rights.

Transferability. All issued and outstanding Series B Preferred Shares must be held of record by one holder, and the Series B Preferred Shares shall not be transferred or sold without the prior approval of our board of directors.

Liquidation Preference. Upon any liquidation, dissolution or winding up of the Company, the Series B Preferred Shares will rank pari-passu with the common shareholders and shall be entitled to receive a payment equal to $0.0001 per share. The Series B preferred holder has no other rights to distributions upon any liquidation, dissolution or winding up of the Company.

4
Shareholder Meetings
 
Under our second amended and restated bylaws, annual shareholder meetings will be held at a time and place selected by our board of directors. The meetings may be held in or outside of the Marshall Islands. Special meetings of the shareholders, unless otherwise prescribed by law, may be called for any purpose or purposes at any time by the chairman of the board of directors, a majority of the entire board of directors, or the chief executive officer. Notice of every annual and special meeting of shareholders shall be given at least 15 but not more than 60 days before such meeting to each shareholder of record entitled to vote thereat.

Directors
 
Our directors are elected by the affirmative vote of a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in the election. Our amended and restated articles of incorporation and second amended and restated bylaws do not provide for cumulative voting in the election of directors.

The board of directors must consist of at least one member. Each director shall be elected to serve until the third succeeding annual meeting of shareholders and until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. The board of directors has the authority to fix the amounts which shall be payable to the members of our board of directors, and to members of any committee, for attendance at any meeting or for services rendered to us.

Election and Removal

Our second amended and restated bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors. The entire board of directors or any individual director may be removed, with cause, by the vote of two-thirds of the votes eligible to be cast by the holders of outstanding shares of our capital stock then entitled to vote at an election of directors. No director may be removed without cause by either the shareholders or the board of directors. Except as otherwise provided by applicable law, cause for the removal of a director shall be deemed to exist only if the director whose removal is proposed: (i) has been convicted, or has been granted immunity to testify in any proceeding in which another has been convicted, of a felony by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (ii) has been found to have been negligent or guilty of misconduct in the performance of his duties to the Company in any matter of substantial importance to the Company by (A) the affirmative vote of at least 80% of the directors then in office at any meeting of the board of directors called for that purpose or (B) a court of competent jurisdiction; or (iii) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetence directly affects his ability to serve as a director of the Company. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Super-Majority Approval Requirements

Our amended and restated articles of incorporation and second amended and restated bylaws provide that the vote of two-thirds of the votes eligible to be cast by holders of outstanding shares of our capital stock then entitled to vote at an election of directors is required to amend our bylaws or certain provisions of our articles of incorporation at any annual or special meeting of shareholders.

Dissenters’ Rights of Appraisal and Payment
 
Under the BCA, our shareholders generally have the right to dissent from the sale of all or substantially all of our assets not made in the usual course of our business and receive payment of the fair value of their shares. However, the right of a dissenting shareholder to receive payment of the appraised fair value of his shares is not available under the BCA for the shares of any class or series of stock, which shares at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. In the event of any further amendment of our articles of incorporation, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment.

5
Shareholders’ Derivative Actions
 
Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates.

Forum Selection

Our second amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for (i) any shareholders’ derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Company to the Company or the Company’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Business Corporations Act of the Republic of the Marshall Islands (as amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine. However, the enforceability of similar forum selection provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provision contained in our second amended and restated bylaws to be inapplicable or unenforceable in such action. In particular, Section 27 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, Section 22 of the Securities Act, creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Shareholders’ derivative actions, including those arising under the Exchange Act or Securities Act, are subject to our forum selection provision. To the extent that the exclusive forum provision would apply to restrict the courts in which our shareholders may bring claims arising under the Exchange Act or the Securities Act and the rules and regulations thereunder, there is uncertainty as to whether a court would enforce such a provision. Investors cannot waive compliance with the federal securities laws and the rules and regulations promulgated thereunder. If a court were to find the forum selection provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition and results of operations. Any person or entity holding, owning, or otherwise acquiring any shares of capital stock of us shall be deemed to have notice of and consented to the forum selection provisions in our second amended and restated bylaws. Although our forum selection provisions shall not relieve us of our statutory duties to comply with the federal securities laws and the rules and regulations thereunder, and our shareholders are not deemed to have waived our compliance with these laws, rules, and regulations, as applicable, our forum selection provisions may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits with respect to such claims. For more information regarding the risks connected to the forum selection provisions in our second amended and restated bylaws, see “Risk Factors—We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable.”

Indemnification of Officers and Directors

Our second amended and restated bylaws provide that we must indemnify our directors, officers, employees and agents, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. We are also required to advance certain expenses (including attorney's fees and disbursements and court costs) to our directors and officers and we may carry directors' and officers' insurance providing indemnification for our directors and officers for some liabilities. We believe that these indemnification provisions and this insurance are useful to attract and retain qualified directors and officers.

The indemnification provisions in our second amended and restated bylaws may discourage shareholders from bringing a lawsuit against directors and officers for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, an investment in our common shares may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

6
Anti-takeover Provisions of our Charter Documents
 
Several provisions of our amended and restated articles of incorporation and second amended and restated bylaws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

Classified Board of Directors

Our amended and restated articles of incorporation provide for the division of our board of directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered, three-year terms. Approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of the board of directors from removing a majority of the board of directors for two years.

Election and Removal of Directors

Our amended and restated articles of incorporation and second amended and restated bylaws prohibit cumulative voting in the election of directors. Our second amended and restated bylaws require parties other than our board of directors to give advance written notice of nominations for the election of directors. Our second amended and restated bylaws also provide that our directors may be removed only for cause and only upon the affirmative vote of two-thirds of the votes eligible to be cast by holders of outstanding shares of our capital stock then entitled to vote at an election of directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Limited Actions by Shareholders
 
Our second amended and restated bylaws provide that any action required or permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders.

Our second amended and restated bylaws provide that the chairman of the board of directors, a majority of the board of directors, or the chief executive officer may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder may be prevented from calling a special meeting for shareholder consideration of a proposal over the opposition of our board of directors and shareholder consideration of a proposal may be delayed until the next annual meeting.

Our second amended and restated bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing. Our second amended and restated bylaws also specify requirements as to the form and content of a shareholder’s notice. These provisions may impede shareholders’ ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.

Blank Check Preferred Stock
 
Under the terms of our amended and restated articles of incorporation, our board of directors has authority, without any further vote or action by our shareholders, to issue up to 100,000,000 shares of blank check preferred stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.
 
Business Combinations with Interested Shareholders
 
Although the BCA does not contain specific provisions regarding “business combinations” between companies organized under the laws of the Marshall Islands and “interested shareholders,” we will include these provisions in our amended and restated articles of incorporation. Specifically, our amended and restated articles of incorporation will prohibit us from engaging in a “business combination” with certain persons for three years following the date the person becomes an interested shareholder. Interested shareholders generally include:
 
7

 •
any person who is the beneficial owner of 15% or more of our issued and outstanding voting stock; or
 

 •
any person who is our affiliate or associate and who held 15% or more of our issued and outstanding voting stock at any time within three years before the date on which the person's status as an interested shareholder is determined, and the affiliates and associates of such person.
 

 •
Subject to certain exceptions, a business combination includes, among other things:
 

 o
certain mergers or consolidations of us or any direct or indirect majority-owned subsidiary of ours;
 

 o
any sale, lease, exchange, mortgage, pledge, transfer or other disposition of our assets or of any subsidiary of ours having an aggregate market value equal to 10% or more of either the aggregate market value of all of our assets, determined on a combined basis, or the aggregate value of all of our issued and outstanding stock;
 

 o
certain transactions that result in the issuance or transfer by us of any stock of ours to the interested shareholder;
 

 o
any transaction involving us or any of our subsidiaries that has the effect of increasing the proportionate share of any class or series of stock, or securities convertible into any class or series of stock, of ours or any such subsidiary that is owned directly or indirectly by the interested shareholder or any affiliate or associate of the interested shareholder; and
 

 o
any receipt by the interested shareholder of the benefit directly or indirectly (except proportionately as a shareholder) of any loans, advances, guarantees, pledges or other financial benefits provided by or through us.
 

 •
These provisions of our amended and restated articles of incorporation do not apply to a business combination if:
 

 o
before a person became an interested shareholder, our board of directors approved either the business combination or the transaction in which the shareholder became an interested shareholder;
 

 o
upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of our voting stock issued and outstanding at the time the transaction commenced, other than certain excluded shares;
 

 o
at or following the transaction in which the person became an interested shareholder, the business combination is approved by our board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of the holders of at least two-thirds of our issued and outstanding voting stock that is not owned by the interest shareholder;
 

 o
the shareholder was or became an interested shareholder prior to the consummation of the transactions;
 

 o
a shareholder became an interested shareholder inadvertently and (i) as soon as practicable divested itself of ownership of sufficient shares so that the shareholder ceased to be an interested shareholder; and (ii) would not, at any time within the three-year period immediately prior to a business combination between us and such shareholder, have been an interested shareholder but for the inadvertent acquisition of ownership; or
 

 o
the business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required under our amended and restated articles of incorporation which (i) constitutes one of the transactions described in the following sentence; (ii) is with or by a person who either was not an interested shareholder during the previous three years or who became an interested shareholder with the approval of the board; and (iii) is approved or not opposed by a majority of the members of the board of directors then in office (but not less than one) who were directors prior to any person becoming an interested shareholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to:
 
8

 (i)
a merger or consolidation of us (except for a merger in respect of which, pursuant to the BCA, no vote of our shareholders is required);
 

 (ii)
a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of us or of any direct or indirect majority-owned subsidiary of ours (other than to any direct or indirect wholly owned subsidiary or to us) having an aggregate market value equal to 50% or more of either the aggregate market value of all of our assets determined on a consolidated basis or the aggregate market value of all the issued and outstanding shares; or
 

 (iii)
a proposed tender or exchange offer for 50% or more of our issued and outstanding voting stock.
 
Class A Warrants
 
As of April 6, 2026, we had Class A Warrants to purchase up to 6,962,770 common shares outstanding. The following summary of certain terms and provisions of the Class A Warrants is not complete and is subject to, and qualified in its entirety by the provisions of the form of Class A Warrant, which is filed as exhibits to the annual report of which this exhibit forms a part. Prospective purchasers should carefully review the terms and provisions set forth in the form of Class A Warrant.
 
Exercisability. The Class A Warrants are exercisable at any time after their original issuance through July 20, 2027, the date that is five years after their original issuance. The Class A Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the common shares underlying the Class A Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the Class A Warrants under the Securities Act is not effective or available, the holder may, in its sole discretion, elect to exercise the Class A Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the Class A Warrant. No fractional common shares will be issued in connection with the exercise of a Class A Warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.
 
Exercise Limitation. A holder will not have the right to exercise any portion of the Class A Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of any warrants, 9.99%) of the number of shares of our common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, upon at least 61 days’ prior notice from the holder to us with respect to any increase in such percentage.
 
Exercise Price. The exercise price per whole common share purchasable upon exercise of the Class A Warrants is $2.25 per share. The exercise price of the Class A Warrants may also be reduced to any amount and for any period of time at the sole discretion of our board of directors. The exercise price and number of common shares issuable upon exercise will adjust in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common shares.
 
Transferability. Subject to applicable laws, the Class A Warrants may be offered for sale, sold, transferred or assigned without our consent.
 
Exchange Listing. We do not intend to apply for the listing of the Class A Warrants on any stock exchange. Without an active trading market, the liquidity of the Class A Warrants will be limited.
 
Warrant Agent. The Class A Warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The Class A Warrants shall initially be represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf of The Depository Trust Company (DTC) and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.
 
9
Rights as a Shareholder. Except as otherwise provided in the Class A Warrants or by virtue of such holder’s ownership of our common shares, the holder of a Class A Warrant does not have the rights or privileges of a holder of our common shares, including any voting rights, until the holder exercises the warrant.
 
Fundamental Transactions. In the event of a fundamental transaction, as described in the Class A Warrants and generally including, with certain exceptions, any reorganization, recapitalization or reclassification of our common shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common shares, the holders of the Class A Warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction. Additionally, as more fully described in the Class A Warrant, in the event of certain fundamental transactions, the holders of the Class A Warrants will be entitled to receive consideration in an amount equal to the Black Scholes value of the Class A Warrants on the date of consummation of such transaction.
 
Governing Law. The Class A Warrants and Warrant Agreement are governed by New York law.
 
Transfer Agent
 
Continental Stock Transfer & Trust Company is the transfer agent and registrar for our common shares and the warrant agent for our Class A Warrants.
 
Listing
 
Our common shares (together with the related Rights) trade on the Nasdaq Capital Market under the symbol “USEA”.
 
10
CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS
 
Our corporate affairs are governed by our amended and restated articles of incorporation, second amended and restated bylaws and the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States, including Delaware. While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Marshall Islands, and we cannot predict whether Marshall Islands courts would reach the same conclusions as Delaware or other courts in the United States. Accordingly, you may have more difficulty in protecting your interests under Marshall Islands law in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction that has developed a substantial body of case law. Furthermore, the Marshall Islands lacks a bankruptcy statute, and in the event of any bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving the Company, the bankruptcy laws of the United States or of another country having jurisdiction over the Company would apply. The following table provides a comparison between certain statutory provisions of the BCA and the Delaware General Corporation Law relating to shareholders’ rights.
 
Marshall Islands
​
Delaware
 
Shareholder Meetings
 
Held at a time and place as designated in the bylaws.
​
May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors.
     
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws.
​
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
     
May be held in or outside of the Marshall Islands.
​
May be held in or outside of Delaware.
     
Notice:
​
Notice:
     
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting.
​
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
     
A copy of the notice of any meeting shall be given personally or sent by mail not less than 15 nor more than 60 days before the meeting.
​
Written notice shall be given not less than 10 nor more than 60 days before the meeting.
 
Shareholders’ Voting Rights
 
Unless otherwise provided in the articles of incorporation, any action required by the BCA to be taken at a meeting of shareholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof, or if the articles of incorporation so provide, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
​
Any action required to be taken by a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
     
Any person authorized to vote may authorize another person or persons to act for him by proxy.
​
Any person authorized to vote may authorize another person or persons to act for him by proxy.

11
Marshall Islands   Delaware
Unless otherwise provided in the articles of incorporation or the bylaws, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of the common shares entitled to vote at a meeting.
​
For stock corporations, the certificate of incorporation or bylaws may specify the number of shares required to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.
     
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
​
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
     
The articles of incorporation may provide for cumulative voting in the election of directors.
​
The certificate of incorporation may provide for cumulative voting in the election of directors.
     
Removal:
​
Removal:
     
If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders.
 
Any or all of the directors may be removed for cause by vote of the shareholders. The articles of incorporation or the specific provisions of a bylaw may provide for such removal by action of the board.
​
Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote except: (1) unless the certificate of incorporation otherwise provides, in the case of a corporation whose board is classified, shareholders may effect such removal only for cause, or (2) if the corporation has cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.
     
Directors
 
Number of board members can be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw.
​
Number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment to the certificate of incorporation.
     
The board of directors must consist of at least one member.If the board of directors is authorized to change the number of directors, it can only do so by a majority of the entire board of directors and so long as no decrease in the number shortens the term of any incumbent director.
​
The board of directors must consist of at least one member.
     
Dissenter’s Rights of Appraisal
 
Shareholders have a right to dissent from any plan of merger, consolidation or sale of all or substantially all assets not made in the usual course of business, and receive payment of the fair value of their shares. However, the right of a dissenting shareholder under the BCA to receive payment of the appraised fair value of his shares is not available for the shares of any class or series of stock, which shares at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation or any sale or exchange of all or substantially all assets, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders.
​
Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed shares are the offered consideration or if such shares are held of record by more than 2,000 holders.

12
Marshall Islands   Delaware
A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment:
​
  
     
Alters or abolishes any preferential right of any outstanding shares having preference; or
​
  
     
Creates, alters or abolishes any provision or right in respect to the redemption of any outstanding shares.
​
  
     
Alters or abolishes any preemptive right of such holder to acquire shares or other securities; or
​
  
     
Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class.
​
  
 
Shareholders’ Derivative Actions
 
An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time the action is brought and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law.
​
In any derivative suit instituted by a shareholder or a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.
     
A complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board of directors or the reasons for not making such effort. Such action shall not be discontinued, compromised or settled without the approval of the High Court of the Republic of The Marshall Islands.
​
  
     
Reasonable expenses including attorneys’ fees may be awarded if the action is successful.
​
  
     
A corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the common shares have a value of $50,000 or less.
​
  


13
EX-4.3 3 ef20060832_ex4-3.htm EXHIBIT 4.3
Exhibit 4.3

AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT

effective as of June 27, 2025

This Amendment, Assignment and Assumption Agreement (this “Agreement”) is entered into by and between Continental Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the “Agent”), and United Maritime Corporation, a Marshall Islands corporation (the “Company”).

The Agent hereby agrees to assume and be bound by the terms of that certain Amended and Restated Shareholders’ Rights Agreement (the “Restated Rights Agreement”) dated as of December 27, 2023, by and between the Company and Equiniti Trust Company, LLC, as amended by this Agreement.

Effective as of the date hereof, the Restated Rights Agreement is hereby amended by deleting Section 7(a) thereof and substituting the following:

7. Exercise of Rights; Exercise Price; Expiration Date of Rights.

  (a)
Subject to Sections 7(e), 23(b) and 24(b) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date and prior to the Close of Business on the Expiration Date by surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed (with such signature duly guaranteed, if required), to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets as the case may be) as to which the Rights are exercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Rights Agent.

Each of the representations, warranties and agreements contained in the Agreement are hereby made by the Agent as if made at the date of the Agreement with reference to the facts and circumstances existing on such date.

[Signature Page Follows]


 
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
   
 
By:
/s/ Stacy Aqui
 
Name: Stacy Aqui
 
Title: Vice President
   
 
Acknowledged and Agreed:
   
 
UNITED MARITIME CORPORATION
   
 
By: 
/s/ Stamatios Tsantanis
  
 

Name: Stamatios Tsantanis
 

Title: Chief Executive Officer


EX-4.4 4 ef20060832_ex4-4.htm EXHIBIT 4.4
Exhibit 4.4

AMENDED AND RESTATED

UNITED MARITIME CORPORATION
2022 EQUITY INCENTIVE PLAN

ADOPTED ON MARCH 9, 2026

ARTICLE I.
General

1.1.         Purpose

The United Maritime Corporation 2022 Equity Incentive Plan (the “Plan”) is designed to provide certain Key Persons (as defined below), whose initiative and efforts are deemed to be important to the successful conduct of the business of United Maritime Corporation (the “Company”), with incentives to (a) enter into and remain in the service of the Company or its Affiliates (as defined below), (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company.

1.2.         Administration

(a)          Administration.  The Plan shall be administered by the Compensation Committee of the Company’s Board of Directors (the “Board”) or such other committee of the Board as may be designated by the Board to administer the Plan (the “Administrator”); provided that (i) in the event the Company is subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), the Administrator shall be composed of two or more directors, each of whom is a “Non-Employee Director” (a “Non-Employee Director”) under Rule 16b-3 (as promulgated and interpreted by the Securities and Exchange Commission (the “SEC”) under the 1934 Act, or any successor rule or regulation thereto as in effect from time to time (“Rule 16b-3”)), and (ii) the Administrator shall be composed solely of two or more directors who are “independent directors” under the rules of any stock exchange on which the Company’s Common Stock (as defined below) is traded; provided further, however, that, (A) the requirement in the preceding clause (i) shall apply only when required to exempt an Award intended to qualify for an exemption under the applicable provisions referenced therein, (B) the requirement in the preceding clause (ii) shall apply only when required pursuant to the applicable rules of the applicable stock exchange and (C) if at any time the Administrator is not so composed as required by the preceding provisions of this sentence, that fact will not invalidate any grant made, or action taken, by the Administrator hereunder that otherwise satisfies the terms of the Plan.  Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Administrator by the Plan, the Administrator shall have the full power and authority to: (1) designate the Persons (as defined below) to receive Awards (as defined below) under the Plan; (2) determine the types of Awards granted to a participant under the Plan; (3) determine the number of shares to be covered by, or with respect to which payments, rights or other matters are to be calculated with respect to, Awards; (4) determine the terms and conditions of any Awards; (5) determine whether, and to what extent, and under what circumstances, Awards may be settled or exercised in cash, shares, other securities, other Awards or other property, or cancelled, forfeited or suspended, and the methods by which Awards may be settled, exercised, cancelled, forfeited or suspended; (6) determine whether, to what extent, and under what circumstances cash, shares, other securities, other Awards, other property and other amounts payable with respect to an Award shall be deferred, either automatically or at the election of the holder thereof or the Administrator; (7) construe, interpret and implement the Plan and any Award Agreement (as defined below); (8) prescribe, amend, rescind or waive rules and regulations relating to the Plan, including rules governing its operation, and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (9)  correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award Agreement; and (10) make any other determination and take any other action that the Administrator deems necessary or desirable for the administration of the Plan.  Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Administrator, may be made at any time and shall be final, conclusive and binding upon all Persons.

 

(b)         General Right of Delegation.  Except to the extent prohibited by applicable law, the applicable rules of a stock exchange or any charter, by-laws or other agreement governing the Administrator, the Administrator may delegate all or any part of its responsibilities to any Person or Persons selected by it; provided, however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (i) individuals who are subject to Section 16 of the 1934 Act, or (ii) officers of the Company (or directors of the Company) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under applicable securities laws (including, without limitation, Rule 16b-3, to the extent applicable) and the rules of any applicable stock exchange.  Any delegation hereunder shall be subject to the restrictions and limits that the Administrator specifies at the time of such delegation, and the Administrator may at any time rescind the authority so delegated or appoint a new delegate.  At all times, the delegates appointed under this Section 1.2(b) shall serve in such capacity at the pleasure of the Administrator.
 
(c)        Indemnification.  No member of the Board, the Administrator or any employee of the Company or an Affiliate (each such Person, a “Covered Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder.  Each Covered Person shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and (ii) any and all amounts paid by such Covered Person, with the Company’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person; provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice.  The foregoing right of indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s articles of incorporation or by-laws (in each case, as amended and/or restated).  The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under the Company’s articles of incorporation or by-laws (in each case, as amended and/or restated), as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Persons or hold them harmless.
 

(d)       Delegation of Authority to Senior Officers.  The Administrator may, in accordance with and subject to the terms of Section 1.2(b), delegate, on such terms and conditions as it determines, to one or more senior officers of the Company the authority to make grants of Awards to employees of the Company and its Subsidiaries (as defined below) (including any such prospective employee) and consultants of the Company and its Subsidiaries.
 
(e)         Award Grants.  Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards to Non-Employee Directors or administer the Plan with respect to such Awards, in which event the Board shall have all the authority and responsibility granted to the Administrator herein with respect to such Awards.  In determining Awards to be granted under the Plan, the Administrator shall take into account such factors as it deem advisable, which may include taking into account the Company’s performance, the Award recipient’s performance, and/or the satisfaction of any performance goals or targets as may established from time to time.
 
1.3.         Persons Eligible for Awards
 
The Persons eligible to receive Awards under the Plan are those directors, officers and employees (including any prospective officer or employee) of the Company and its Subsidiaries and Affiliates and consultants and service providers (including individuals who are employed by or provide services to any entity that is itself such a consultant or service provider) to the Company and its Subsidiaries and Affiliates (collectively, “Key Persons”) as the Administrator shall select.
 

1.4.         Types of Awards
 
Awards may be made under the Plan in the form of (a) “incentive stock options” that are intended to qualify for special U.S. federal income tax treatment pursuant to Sections 421 and 422 of the Code (as defined below), as may be amended from time to time, or pursuant to a successor provision of the Code, and which is so designated in the applicable Award Agreement, (b) non-qualified stock options (i.e., any stock options granted under the Plan that are not “incentive stock options”), (c) stock appreciation rights, (d) restricted stock, (e) restricted stock units and (f) unrestricted stock, all as more fully set forth in the Plan.  The term “Award” means any of the foregoing that are granted under the Plan. No incentive stock option (other than an incentive stock option that may be assumed or issued by the Company in connection with a transaction to which Section 424(a) of the Code applies) may be granted under the Plan to a Person who is not eligible to receive an incentive stock option under the Code.
 
1.5.         Shares Available for Awards; Adjustments for Changes in Capitalization
 
(a)       Maximum Number.  Subject to adjustment as provided in Section 1.5(c), the aggregate number of shares of common stock of the Company, par value $0.0001 (“Common Stock”), with respect to which Awards may at any time be granted under the Plan shall be 500,000.  The following shares of Common Stock shall again become available for Awards under the Plan: (i) any shares that are subject to an Award under the Plan and that remain unissued upon the cancellation or termination of such Award for any reason whatsoever; (ii) any shares of restricted stock forfeited pursuant to the Plan or the applicable Award Agreement; provided that any dividend equivalent rights with respect to such shares that have not theretofore been directly remitted to the grantee are also forfeited; and (iii) any shares in respect of which an Award is settled for cash without the delivery of shares to the grantee.  Any shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shall again become available to be delivered pursuant to Awards under the Plan.
 
(b)      Source of Shares.  Shares issued pursuant to the Plan may be authorized but unissued Common Stock or treasury shares.  The Administrator may direct that any stock certificate evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as may apply to such shares.
 
(c)      Adjustments.  (i)  In the event that any dividend or other distribution (whether in the form of cash, Company shares, other securities or other property), stock split, reverse stock split, reorganization, merger, consolidation, split-up, combination, repurchase or exchange of Company shares or other securities of the Company, issuance of warrants or other rights to purchase Company shares or other securities of the Company, or other similar corporate transaction or event, other than an Equity Restructuring (as defined below), affects the Company shares such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an Award, then the Administrator shall, in such manner as it may deem equitable, adjust any or all of the number of shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted under the Plan, including the maximum number of shares issuable to an individual as set forth in Section 1.5(d).
 

(ii)        The Administrator is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described in Section 1.5(c)(i) or the occurrence of a Change in Control (as defined below), other than an Equity Restructuring) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an Award, including providing for (A) adjustment to (1) the number of shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate and (2) the Exercise Price (as defined below) with respect to any Award and (B) a substitution or assumption of Awards, accelerating the exercisability or vesting of, or lapse of restrictions on, Awards, or accelerating the termination of Awards by providing for a period of time for exercise prior to the occurrence of such event, or, if deemed appropriate or desirable, providing for a cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award (it being understood that, in such event, any option or stock appreciation right having a per share Exercise Price equal to, or in excess of, the Fair Market Value (as defined below) of a share subject to such option or stock appreciation right may be cancelled and terminated without any payment or consideration therefor); provided, however, that with respect to options and stock appreciation rights, unless otherwise determined by the Administrator, such adjustment shall be made in accordance with the provisions of Section 424(h) of the Code.
 
(iii)        In the event of (A) a dissolution or liquidation of the Company, (B) a sale of all or substantially all the Company’s assets or (C) a merger, reorganization or consolidation involving the Company or one of its Subsidiaries (as defined below), the Administrator shall have the power to:
 
(1)  provide that outstanding options, stock appreciation rights and/or restricted stock units (including any related dividend equivalent right) shall either continue in effect, be assumed or an equivalent award shall be substituted therefor by the successor corporation or a parent corporation or subsidiary corporation;
 

(2)  cancel, effective immediately prior to the occurrence of such event, options, stock appreciation rights and/or restricted stock units (including each dividend equivalent right related thereto) outstanding immediately prior to such event (whether or not then exercisable) and, in full consideration of such cancellation, pay to the holder of such Award a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Administrator) of the shares subject to such Award over the aggregate Exercise Price of such Award (it being understood that, in such event, any option or stock appreciation right having a per share Exercise Price equal to, or in excess of, the Fair Market Value of a share subject to such option or stock appreciation right may be cancelled and terminated without any payment or consideration therefor); or
 
(3)  notify the holder of an option or stock appreciation right in writing or electronically that each option and stock appreciation right shall be fully vested and exercisable for a period of 30 days from the date of such notice, or such shorter period as the Administrator may determine to be reasonable, and the option or stock appreciation right shall terminate upon the expiration of such period (which period shall expire no later than immediately prior to the consummation of the corporate transaction).
 
(iv)         In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in this Section 1.5(c):
 
(A)          The number and type of securities or other property subject to each outstanding Award and the Exercise Price or grant price thereof, if applicable, shall be equitably adjusted; and
 
(B)         The Administrator shall make such equitable adjustments, if any, as the Administrator may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations set forth in Sections 1.5(a) and 1.5(d)).  The adjustments provided under this Section 1.5(c)(iv) shall be nondiscretionary and shall be final and binding on the affected participant and the Company.
 
(d)          Individual Limit.  Except for the limits set forth in this Section 1.5, no provision of this Plan shall be deemed to limit the number or value of shares of Common Stock with respect to which the Administrator may make Awards to any Key Person.  Subject to adjustment as provided in Section 1.5(c), the total number of shares of Common Stock with respect to which incentive stock options may be granted under the Plan to any one employee of the Company or a “parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) of the Company during any one calendar year shall not exceed 3,125,000.  Incentive stock options granted and subsequently cancelled or deemed to be cancelled (e.g., as a result of re-pricing) in a calendar year count against the limit in the preceding sentence even after their cancellation.
 

1.6.         Definitions of Certain Terms
 
(a)          “Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Administrator.
 
(b)         Unless otherwise set forth in the applicable Award Agreement, in connection with a termination of employment or consultancy/service relationship or a dismissal from Board membership, for purposes of the Plan, the term “for Cause” shall be defined as follows:
 
(i)        if there is an employment, severance, consulting, service, change in control or other agreement governing the relationship between the grantee, on the one hand, and the Company or an Affiliate, on the other hand, that contains a definition of “cause” (or similar phrase), for purposes of the Plan, the term “for Cause” shall mean those acts or omissions that would constitute “cause” under such agreement; or
 
(ii)        if the preceding clause (i) is not applicable to the grantee, for purposes of the Plan, the term “for Cause” shall mean any of the following:
 
(A)         any failure by the grantee substantially to perform the grantee’s employment or consulting/service or Board membership duties;
 
(B)          any excessive unauthorized absenteeism by the grantee;
 
(C)         any refusal by the grantee to obey the lawful orders of the Board or any other Person to whom the grantee reports;
 
(D)         any act or omission by the grantee that is or may be injurious to the Company or any Affiliate, whether monetarily, reputationally or otherwise;
 
(E)          any act by the grantee that is inconsistent with the best interests of the Company or any Affiliate;
 
(F)          the grantee’s gross negligence that is injurious to the Company or any Affiliate, whether monetarily, reputationally or otherwise;
 
(G)        the grantee’s material violation of any of the policies of the Company or an Affiliate, as applicable, including, without limitation, those policies relating to discrimination or sexual harassment;
 
(H)         the grantee’s material breach of his or her employment or service contract with the Company or any Affiliate;
 

(I)         the grantee’s unauthorized (1) removal from the premises of the Company or an Affiliate of any document (in any medium or form) relating to the Company or an Affiliate or the customers or clients of the Company or an Affiliate or (2) disclosure to any Person of any of the Company’s, or any Affiliate’s, confidential or proprietary information;
 
(J)         the grantee’s being convicted of, or entering a plea of guilty or nolo contendere to, any crime that constitutes a felony or involves moral turpitude; and
 
(K)        the grantee’s commission of any act involving dishonesty or fraud.
 
Any rights the Company or its Affiliates may have under the Plan in respect of the events giving rise to a termination or dismissal “for Cause” shall be in addition to any other rights the Company or its Affiliates may have under any other agreement with a grantee or at law or in equity.  Any determination of whether a grantee’s employment, consultancy/service relationship or Board membership is (or is deemed to have been) terminated “for Cause” shall be made by the Administrator.  If, subsequent to a grantee’s voluntary termination of employment or consultancy/service relationship or voluntarily resignation from the Board or involuntary termination of employment or consultancy/service relationship without Cause or removal from the Board other than “for Cause”, it is discovered that the grantee’s employment or consultancy/service relationship or Board membership could have been terminated “for Cause”, the Administrator may deem such grantee’s employment or consultancy/service relationship or Board membership to have been terminated “for Cause” upon such discovery and determination by the Administrator.
 
(c)        “Code” shall mean the Internal Revenue Code of 1986, as amended.
 
(d)        Unless otherwise set forth in the applicable Award Agreement, “Disability” shall mean the grantee’s being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or the grantee’s, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the grantee’s employer.  The existence of a Disability shall be determined by the Administrator.
 
(e)       “Equity Restructuring” shall mean a non-reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the shares of Common Stock (or other securities of the Company) or the share price thereof and causes a change in the per share value of the shares underlying outstanding Awards.
 

(f)         “Exercise Price” shall mean (i) in the case of options, the price specified in the applicable Award Agreement as the price-per-share at which such share can be purchased pursuant to the option or (ii) in the case of stock appreciation rights, the price specified in the applicable Award Agreement as the reference price-per-share used to calculate the amount payable to the grantee.
 
(g)          The “Fair Market Value” of a share of Common Stock on any day shall be the closing price on the Nasdaq Global Market, or such other primary stock exchange upon which such shares are then listed, as reported for such day in The Wall Street Journal, or, if no such price is reported for such day, the average of the high bid and low asked price of Common Stock as reported for such day.  If no quotation is made for the applicable day, the Fair Market Value of a share of Common Stock on such day shall be determined in the manner set forth in the preceding sentence for the next preceding trading day.  Notwithstanding the foregoing, if there is no reported closing price or high bid/low asked price that satisfies the preceding sentences, or if otherwise deemed necessary or appropriate by the Administrator, the Fair Market Value of a share of Common Stock on any day shall be determined by such methods and procedures as shall be established from time to time by the Administrator.  The “Fair Market Value” of any property other than Common Stock shall be the fair market value of such property determined by such methods and procedures as shall be established from time to time by the Administrator.
 
(h)       “Person” shall mean any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.
 
(i)         “Repricing” shall mean (i) lowering the Exercise Price of an option or a stock appreciation right after it has been granted, (ii) the cancellation of an option or a stock appreciation right in exchange for cash or another Award when the Exercise Price exceeds the Fair Market Value of the underlying shares subject to the Award and (iii) any other action with respect to an option or a stock appreciation right that is treated as a repricing under (A) generally accepted accounting principles or (B) any applicable stock exchange rules.
 
(j)        Unless otherwise set forth in the applicable Award Agreement, “Retirement” shall mean a grantee’s resignation of employment or consultancy/service relationship or dismissal from the Board, with the Company’s or its applicable Affiliate’s prior consent, on or after (i) his or her 65th birthday, (ii) the date on which he or she has attained age 60 and completed at least five years of service with the Company or one or more of its Affiliates (using any method of calculation the Administrator deems appropriate) or (iii) if approved by the Administrator, on or after his or her having completed at least 20 years of service with the Company or one or more of its Affiliates (using any method of calculation the Administrator deems appropriate).
 

(k)       “Subsidiary” shall mean any entity in which the Company, directly or indirectly, has a 50% or more equity interest.
 
ARTICLE II.
Awards Under the Plan
 
2.1.         Agreements Evidencing Awards
 
Each Award granted under the Plan shall be evidenced by a written certificate (“Award Agreement”), which shall contain such provisions as the Administrator may deem necessary or desirable and which may, but need not, require execution or acknowledgment by a grantee.  The Award shall be subject to all of the terms and provisions of the Plan and the applicable Award Agreement.
 
2.2.         Grant of Stock Options and Stock Appreciation Rights
 
(a)          Stock Option Grants.  The Administrator may grant non-qualified stock options and/or incentive stock options (collectively, “options”) to purchase shares of Common Stock from the Company to such Key Persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, subject to the provisions of the Plan.  Except to the extent otherwise specifically provided in the applicable Award Agreement, no option will be treated as an “incentive stock option” for purposes of the Code.  Incentive stock options may be granted to employees of the Company and any “parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) of the Company.  In the case of incentive stock options, the terms and conditions of such Awards shall be subject to such applicable rules as may be prescribed by Sections 421, 422 and 424 of the Code and any regulations related thereto, as may be amended from time to time.  If an option is intended to be an incentive stock option, and if for any reason such option (or any portion thereof) shall not qualify as an incentive stock option for purposes of Section 422 of the Code, then, to the extent of such non-qualification, such option (or portion thereof) shall be regarded as a non-qualified stock option appropriately granted under the Plan; provided that such option (or portion thereof) otherwise complies with the Plan’s requirements relating to option Awards.  It shall be the intent of the Administrator to not grant an Award in the form of stock options to any Key Person who is then subject to the requirements of Section 409A of the Code with respect to such Award if the Common Stock (as defined below) underlying such Award does not then qualify as “service recipient stock” for purposes of Section 409A.  Furthermore, it shall be the intent of the Administrator, in granting options to Key Persons who are subject to Section 409A and/or 457 of the Code, to structure such options so as to comply with the requirements of Section 409A and/or 457 of the Code, as applicable.
 

(b)        Stock Appreciation Right Grants; Types of Stock Appreciation Rights.  The Administrator may grant stock appreciation rights to such Key Persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, subject to the provisions of the Plan.  The terms of a stock appreciation right may provide that it shall be automatically exercised for a payment upon the happening of a specified event that is outside the control of the grantee and that it shall not be otherwise exercisable.  Stock appreciation rights may be granted in connection with all or any part of, or independently of, any option granted under the Plan.  It shall be the intent of the Administrator to not grant an Award in the form of stock appreciation rights to any Key Person (i) who is then subject to the requirements of Section 409A of the Code with respect to such Award if the Common Stock underlying such Award does not then qualify as “service recipient stock” for purposes of Section 409A or (ii) if such Award would create adverse tax consequences for such Key Person under Section 457A of the Code.
 
(c)        Nature of Stock Appreciation Rights.  The grantee of a stock appreciation right shall have the right, subject to the terms of the Plan and the applicable Award Agreement, to receive from the Company an amount equal to (i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise of the stock appreciation right over the Exercise Price of the stock appreciation right, multiplied by (ii) the number of shares with respect to which the stock appreciation right is exercised.  Each Award Agreement with respect to a stock appreciation right shall set forth the Exercise Price of such Award and, unless otherwise specifically provided in the Award Agreement, the Exercise Price of a stock appreciation right shall equal the Fair Market Value of a share of Common Stock on the date of grant; provided that in no event may such Exercise Price be less than the greater of (A) the Fair Market Value of a share of Common Stock on the date of grant and (B) the par value of a share of Common Stock.  Payment upon exercise of a stock appreciation right shall be in cash or in shares of Common Stock (valued at their Fair Market Value on the date of exercise of the stock appreciation right) or any combination of both, all as the Administrator shall determine.  Repricing of stock appreciation rights granted under the Plan shall not be permitted (1) to the extent such action could cause adverse tax consequences to the grantee under Sections 409A or 457A of the Code or (2) without prior shareholder approval, to the extent such approval would be required to be obtained by the Company pursuant to the applicable rules of any applicable stock exchange on which the Common Stock is then listed, and any action that would be deemed to result in a Repricing of a stock appreciation right shall be deemed null and void if it would cause such adverse tax consequences or if any requisite shareholder approval related thereto is not obtained prior to the effective time of such action.  Upon the exercise of a stock appreciation right granted in connection with an option, the number of shares subject to the option shall be reduced by the number of shares with respect to which the stock appreciation right is exercised.  Upon the exercise of an option in connection with which a stock appreciation right has been granted, the number of shares subject to the stock appreciation right shall be reduced by the number of shares with respect to which the option is exercised.
 

(d)         Option Exercise Price.  Each Award Agreement with respect to an option shall set forth the Exercise Price of such Award and, unless otherwise specifically provided in the Award Agreement, the Exercise Price of an option shall equal the Fair Market Value of a share of Common Stock on the date of grant; provided that in no event may such Exercise Price be less than the greater of (i) the Fair Market Value of a share of Common Stock on the date of grant and (ii) the par value of a share of Common Stock.  Repricing of options granted under the Plan shall not be permitted (1) to the extent such action could cause adverse tax consequences to the grantee under Sections 409A or 457A of the Code or (2) without prior shareholder approval, to the extent such approval would be required to be obtained by the Company pursuant to the applicable rules of any applicable stock exchange on which the Common Stock is then listed, and any action that would be deemed to result in a Repricing of an option shall be deemed null and void if it would cause such adverse tax consequences or if any requisite shareholder approval related thereto is not obtained prior to the effective time of such action.
 
2.3.         Exercise of Options and Stock Appreciation Rights
 
Subject to the other provisions of this Article II and the Plan, each option and stock appreciation right granted under the Plan shall be exercisable as follows:
 
(a)         Timing and Extent of Exercise.  Options and stock appreciation rights shall be exercisable at such times and under such conditions as determined by the Administrator and set forth in the corresponding Award Agreement, but in no event shall any portion of such Award be exercisable subsequent to the tenth anniversary of the date on which such Award was granted.  Unless the applicable Award Agreement otherwise provides, an option or stock appreciation right may be exercised from time to time as to all or part of the shares as to which such Award is then exercisable.
 
(b)         Notice of Exercise.  An option or stock appreciation right shall be exercised by the filing of a written notice with the Company or the Company’s designated exchange agent (the “Exchange Agent”), on such form and in such manner as the Administrator shall prescribe.
 
(c)         Payment of Exercise Price.  Any written notice of exercise of an option shall be accompanied by payment for the shares being purchased.  Such payment shall be made: (i) by certified or official bank check (or the equivalent thereof acceptable to the Company or its Exchange Agent) for the full option Exercise Price; (ii) with the consent of the Administrator, which consent shall be given or withheld in the sole discretion of the Administrator, by delivery of shares of Common Stock having a Fair Market Value (determined as of the exercise date) equal to all or part of the option Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company or its Exchange Agent) for any remaining portion of the full option Exercise Price; or (iii) at the sole discretion of the Administrator and to the extent permitted by law, by such other provision, consistent with the terms of the Plan, as the Administrator may from time to time prescribe (whether directly or indirectly through the Exchange Agent), or by any combination of the foregoing payment methods.
 

(d)        Delivery of Certificates Upon Exercise.  Subject to Sections 3.2, 3.4 and 3.13, promptly after receiving payment of the full option Exercise Price, or after receiving notice of the exercise of a stock appreciation right for which the Administrator determines payment will be made partly or entirely in shares, the Company or its Exchange Agent shall (i) deliver to the grantee, or to such other Person as may then have the right to exercise the Award, a certificate or certificates for the shares of Common Stock for which the Award has been exercised or, in the case of stock appreciation rights, for which the Administrator determines will be made in shares or (ii) establish an account evidencing ownership of the stock in uncertificated form.  If the method of payment employed upon an option exercise so requires, and if applicable law permits, an optionee may direct the Company or its Exchange Agent, as the case may be, to deliver the stock certificate(s) to the optionee’s stockbroker.
 
(e)         No Stockholder Rights.  No grantee of an option or stock appreciation right (or other Person having the right to exercise such Award) shall have any of the rights of a stockholder of the Company with respect to shares subject to such Award until the issuance of a stock certificate to such Person for such shares.  Except as otherwise provided in Section 1.5(c), no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued.
 
2.4.         Termination of Employment; Death Subsequent to a Termination of Employment
 
(a)         General Rule.  Except to the extent otherwise provided in paragraphs (b), (c), (d), (e) or (f) of this Section 2.4 or Section 3.5(b)(iii), a grantee who incurs a termination of employment or consultancy/service relationship or dismissal from the Board may exercise any outstanding option or stock appreciation right on the following terms and conditions: (i) exercise may be made only to the extent that the grantee was entitled to exercise the Award on the date of termination of employment or consultancy/service relationship or dismissal from the Board, as applicable; and (ii) exercise must occur within three months after termination of employment or consultancy/service relationship or dismissal from the Board but in no event after the original expiration date of the Award.
 

(b)         Dismissal “for Cause”.  If a grantee incurs a termination of employment or consultancy/service relationship or dismissal from the Board “for Cause”, all options and stock appreciation rights not theretofore exercised shall immediately terminate upon the grantee’s termination of employment or consultancy/service relationship or dismissal from the Board.
 
(c)          Retirement.  If a grantee incurs a termination of employment or consultancy/service relationship or dismissal from the Board as the result of his or her Retirement, then any outstanding option or stock appreciation right shall, to the extent exercisable at the time of such Retirement, remain exercisable for a period of three years after such Retirement; provided that in no event may such option or stock appreciation right be exercised following the original expiration date of the Award.
 
(d)        Disability.  If a grantee incurs a termination of employment or consultancy/service relationship or a dismissal from the Board by reason of a Disability, then any outstanding option or stock appreciation right shall, to the extent exercisable at the time of such termination or dismissal, remain exercisable for a period of one year after such termination or dismissal; provided that in no event may such option or stock appreciation right be exercised following the original expiration date of the Award.
 
(e)           Death.
 
 (i)     Termination of Employment as a Result of Grantee’s Death.  If a grantee incurs a termination of employment or consultancy/service relationship or leaves the Board as the result of his or her death, then any outstanding option or stock appreciation right shall, to the extent exercisable at the time of such death, remain exercisable for a period of one year after such death; provided that in no event may such option or stock appreciation right be exercised following the original expiration date of the Award.
 
    (ii)        Restrictions on Exercise Following Death.  Any such exercise of an Award following a grantee’s death shall be made only by the grantee’s executor or administrator or other duly appointed representative reasonably acceptable to the Administrator, unless the grantee’s will specifically disposes of such Award, in which case such exercise shall be made only by the recipient of such specific disposition.  If a grantee’s personal representative or the recipient of a specific disposition under the grantee’s will shall be entitled to exercise any Award pursuant to the preceding sentence, such representative or recipient shall be bound by all the terms and conditions of the Plan and the applicable Award Agreement which would have applied to the grantee.
 
(f)          Administrator Discretion.  The Administrator may, in writing, waive or modify the application of the foregoing provisions of this Section 2.4.
 

2.5.         Transferability of Options and Stock Appreciation Rights
 
Except as otherwise specifically provided in this Plan or the applicable Award Agreement evidencing an option or stock appreciation right, during the lifetime of a grantee, each such Award granted to a grantee shall be exercisable only by the grantee, and no such Award may be sold, assigned, transferred, pledged or otherwise encumbered or disposed of other than by will or by the laws of descent and distribution.  The Administrator may, in any applicable Award Agreement evidencing an option or stock appreciation right, permit a grantee to transfer all or some of the options or stock appreciation rights to (a) the grantee’s spouse, children or grandchildren (“Immediate Family Members”), (b) a trust or trusts for the exclusive benefit of such Immediate Family Members or (c) other parties approved by the Administrator.  Following any such transfer, any transferred options and stock appreciation rights shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.
 
2.6.         Grant of Restricted Stock
 
(a)         Restricted Stock Grants.  The Administrator may grant restricted shares of Common Stock to such Key Persons, in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions as the Administrator shall determine, subject to the provisions of the Plan.  A grantee of a restricted stock Award shall have no rights with respect to such Award unless such grantee accepts the Award within such period as the Administrator shall specify by accepting delivery of a restricted stock Award Agreement in such form as the Administrator shall determine and, in the event the restricted shares are newly issued by the Company, makes payment to the Company or its Exchange Agent by certified or official bank check (or the equivalent thereof acceptable to the Administrator) in an amount at least equal to the par value of the shares covered by the Award (which payment may be waived at the time of grant of the restricted stock Award to the extent the restricted shares granted hereunder are otherwise deemed to be fully paid and non-assessable).
 
(b)        Issuance of Stock Certificate.  Promptly after a grantee accepts a restricted stock Award in accordance with Section 2.6(a), subject to Sections 3.2, 3.4 and 3.13, the Company or its Exchange Agent shall issue to the grantee a stock certificate or stock certificates for the shares of Common Stock covered by the Award or shall establish an account evidencing ownership of the stock in uncertificated form.  Upon the issuance of such stock certificates, or establishment of such account, the grantee shall have the rights of a stockholder with respect to the restricted stock, subject to: (i) the non-transferability restrictions and forfeiture provisions described in the Plan (including paragraphs (d) and (e) of this Section 2.6); (ii) in the Administrator’s sole discretion, a requirement, as set forth in the Award Agreement, that any dividends paid on such shares shall be held in escrow and, unless otherwise determined by the Administrator, shall remain forfeitable until all restrictions on such shares have lapsed; and (iii) any other restrictions and conditions contained in the applicable Award Agreement.
 

(c)        Custody of Stock Certificate.  Unless the Administrator shall otherwise determine, any stock certificates issued evidencing shares of restricted stock shall remain in the possession of the Company until such shares are free of any restrictions specified in the applicable Award Agreement.  The Administrator may direct that such stock certificates bear a legend setting forth the applicable restrictions on transferability.
 
(d)         Non-transferability.  Except as otherwise specifically provided in this Plan or the applicable Award Agreement evidencing a restricted stock Award, shares of restricted stock granted under the Plan may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of prior to the lapsing of all restrictions thereon.  The Administrator at the time of grant shall specify the date or dates (which may depend upon or be related to the attainment of performance goals and other conditions) on which the non-transferability of the restricted stock shall lapse.  The Administrator may, in any applicable Award Agreement evidencing a restricted stock Award, permit a grantee to transfer all or some of the shares of restricted stock prior to the lapsing of all restrictions thereon to (i) the grantee’s Immediate Family Members, (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members or (iii) other parties approved by the Administrator.  Following any permitted transfer prior to the lapsing of all restrictions on the restricted stock, any transferred shares of restricted stock shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.
 
(e)      Consequence of Termination of Employment.  Unless otherwise set forth in the applicable Award Agreement, (i) a grantee’s termination of employment or consultancy/service relationship or dismissal from the Board for any reason other than death, Disability or Retirement shall cause the immediate forfeiture of all shares of restricted stock that have not yet vested as of the date of such termination of employment or consultancy/service relationship or dismissal from the Board and (ii) if a grantee incurs a termination of employment or consultancy/service relationship or dismissal from the Board as the result of his or her death, Disability or Retirement, all shares of restricted stock that have not yet vested as of the date of such termination or departure from the Board shall immediately vest as of such date.  Unless otherwise determined by the Administrator, all dividends paid on shares forfeited under this Section 2.6(e) that have not theretofore been directly remitted to the grantee shall also be forfeited, whether by termination of any escrow arrangement under which such dividends are held or otherwise.  The Administrator may, in writing, waive or modify the application of the foregoing provisions of this Section 2.6(e).
 

2.7.         Grant of Restricted Stock Units
 
(a)          Restricted Stock Unit Grants.  The Administrator may grant restricted stock units to such Key Persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, subject to the provisions of the Plan.  A restricted stock unit granted under the Plan shall confer upon the grantee a right to receive from the Company, conditioned upon the occurrence of such vesting event as shall be determined by the Administrator and specified in the Award Agreement, the number of such grantee’s restricted stock units that vest upon the occurrence of such vesting event multiplied by the Fair Market Value of a share of Common Stock on the date of vesting.  Payment upon vesting of a restricted stock unit shall be in cash or in shares of Common Stock (valued at their Fair Market Value on the date of vesting) or both, all as the Administrator shall determine, and such payments shall be made to the grantee at such time as provided in the Award Agreement, which the Administrator shall intend to be (i) if Section 409A of the Code is applicable to the grantee, within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 409A and the Treasury Regulations issued thereunder, unless the Administrator shall provide for deferral of the Award intended to comply with Section 409A, (ii) if Section 457A of the Code is applicable to the grantee, within the period required by Section 457A(d)(3)(B) such that it qualifies for the exemption thereunder, or (iii) if Sections 409A and 457A of the Code are not applicable to the grantee, at such time as determined by the Administrator.
 
(b)        Dividend Equivalents.  The Administrator may include in any Award Agreement with respect to a restricted stock unit a dividend equivalent right entitling the grantee to receive amounts equal to the ordinary dividends that would be paid, during the time such Award is outstanding and unvested, on the shares of Common Stock underlying such Award if such shares were then outstanding.  In the event such a provision is included in a Award Agreement, the Administrator shall determine whether such payments shall be (i) paid to the holder of the Award, as specified in the Award Agreement, either (A) at the same time as the underlying dividends are paid, regardless of the fact that the restricted stock unit has not theretofore vested, or (B) at the time at which the Award’s vesting event occurs, conditioned upon the occurrence of the vesting event, (ii) made in cash, shares of Common Stock or other property and (iii) subject to such other vesting and forfeiture provisions and other terms and conditions as the Administrator shall deem appropriate and as shall be set forth in the Award Agreement.
 
(c)      Consequence of Termination of Employment.  Unless otherwise set forth in the applicable Award Agreement, (i) a grantee’s termination of employment or consultancy/service relationship or dismissal from the Board for any reason other than death, Disability or Retirement shall cause the immediate forfeiture of all restricted stock units that have not yet vested as of the date of such termination of employment or consultancy/service relationship or dismissal from the Board and (ii) if a grantee incurs a termination of employment or consultancy/service relationship or dismissal from the Board as the result of his or her death, Disability or Retirement, all restricted stock units that have not yet vested as of the date of such termination or departure from the Board shall immediately vest as of such date.  Unless otherwise determined by the Administrator, any dividend equivalent rights on any restricted stock units forfeited under this Section 2.7(c) that have not theretofore been directly remitted to the grantee shall also be forfeited, whether by termination of any escrow arrangement under which such dividends are held or otherwise.  The Administrator may, in writing, waive or modify the application of the foregoing provisions of this Section 2.7(c).
 

(d)          No Stockholder Rights.  No grantee of a restricted stock unit shall have any of the rights of a stockholder of the Company with respect to such Award unless and until a stock certificate is issued with respect to such Award upon the vesting of such Award (it being understood that the Administrator shall determine whether to pay any vested restricted stock unit in the form of cash or Company shares or both), which issuance shall be subject to Sections 3.2, 3.4 and 3.13.  Except as otherwise provided in Section 1.5(c), no adjustment to any restricted stock unit shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate, if any, is issued.
 
(e)          Transferability of Restricted Stock Units.  Except as otherwise provided in an applicable Award Agreement evidencing a restricted stock unit, no restricted stock unit granted under the Plan shall be assignable or transferable.  The Administrator may, in any applicable Award Agreement evidencing a restricted stock unit, permit a grantee to transfer all or some of the restricted stock units to (i) the grantee’s Immediate Family Members, (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members or (iii) other parties approved by the Administrator.  Following any such transfer, any transferred restricted stock units shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.
 
2.8.         Grant of Unrestricted Stock
 
The Administrator may grant (or sell at a purchase price at least equal to par value) shares of Common Stock free of restrictions under the Plan to such Key Persons and in such amounts and subject to such forfeiture provisions as the Administrator shall determine.  Shares may be thus granted or sold in respect of past services or other valid consideration.
 
ARTICLE III.
Miscellaneous
 
3.1.         Amendment of the Plan; Modification of Awards
 
(a)         Amendment of the Plan.  The Board may from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever, except that no such amendment shall materially impair any rights or materially increase any obligations under any Award theretofore made under the Plan without the consent of the grantee (or, upon the grantee’s death, the Person having the right to exercise the Award).  For purposes of this Section 3.1, any action of the Board or the Administrator that in any way alters or affects the tax treatment of any Award shall not be considered to materially impair any rights of any grantee.
 

(b)         Stockholder Approval Requirement.  If (1) required by applicable rules or regulations of a national securities exchange or the SEC, the Company shall obtain stockholder approval with respect to any amendment to the Plan that (i) expands the types of Awards available under the Plan, (ii) materially increases the aggregate number of shares which may be issued under the Plan, except as permitted pursuant to Section 1.5(c), (iii) materially increases the benefits to participants under the Plan, including any material change to (A) permit, or that has the effect of, a Repricing of any outstanding Award, (B) reduce the price at which shares or options to purchase shares may be offered or (C) extend the duration of the Plan, or (iv) materially expands the class of Persons eligible to receive Awards under the Plan, or (2) the Administrator determines that it desires to retain the ability to grant incentive stock options under the Plan thereafter, the Company shall obtain stockholder approval with respect to any amendment to the Plan that (i) increases the number of shares that may be issued under the Plan or the individual limit set forth under Section 1.5(d) of the Plan (except, in each case, as permitted pursuant to Section 1.5(c)) or (ii) expands the class of Persons eligible to receive incentive stock options under the Plan.
 
(c)         Modification of Awards.  The Administrator may cancel any Award under the Plan.  The Administrator also may amend any outstanding Award Agreement, including, without limitation, by amendment which would: (i) accelerate the time or times at which the Award becomes unrestricted, vested or may be exercised; (ii) waive or amend any goals, restrictions or conditions set forth in the Award Agreement; or (iii) waive or amend the operation of Sections 2.4, 2.6(e) or 2.7(c) with respect to the termination of the Award upon termination of employment or consultancy/service relationship or dismissal from the Board; provided, however, that no such amendment shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Award.  However, any such cancellation or amendment (other than an amendment pursuant to Section 1.5, 3.5 or 3.16) that materially impairs the rights or materially increases the obligations of a grantee under an outstanding Award shall be made only with the consent of the grantee (or, upon the grantee’s death, the Person having the right to exercise the Award).  In making any modification to an Award (e.g., an amendment resulting in a direct or indirect reduction in the Exercise Price or a waiver or modification under Section 2.4(f), 2.6(e) or 2.7(c)), the Administrator may consider the implications, if any, of such modification under the Code with respect to incentive stock options granted under the Plan and/or Sections 409A and 457A of the Code with respect to Awards granted under the Plan to individuals subject to such provisions of the Code.
 
3.2.         Consent Requirement
 
(a)         No Plan Action Without Required Consent.  If the Administrator shall at any time determine that any Consent (as defined below) is necessary or desirable as a condition of, or in connection with, the granting of any Award under the Plan, the issuance or purchase of shares or other rights thereunder, or the taking of any other action thereunder (each such action being hereinafter referred to as a “Plan Action”), then such Plan Action shall not be taken, in whole or in part, unless and until such Consent shall have been effected or obtained to the full satisfaction of the Administrator.
 

(b)        Consent Defined.  The term “Consent” as used herein with respect to any Plan Action means (i) any and all listings, registrations or qualifications in respect thereof upon any securities exchange or under any federal, state or local law, rule or regulation, (ii) any and all written agreements and representations by the grantee with respect to the disposition of shares, or with respect to any other matter, which the Administrator shall deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made and (iii) any and all consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory bodies.
 
3.3.         Non-assignability
 
Except as provided in Sections 2.4(e), 2.5, 2.6(d) or 2.7(e), (a) no Award or right granted to any Person under the Plan or under any Award Agreement shall be assignable or transferable other than by will or by the laws of descent and distribution and (b) all rights granted under the Plan or any Award Agreement shall be exercisable during the life of the grantee only by the grantee or the grantee’s legal representative or the grantee’s permissible successors or assigns (as authorized and determined by the Administrator).  All terms and conditions of the Plan and the applicable Award Agreements will be binding upon any permitted successors or assigns.
 
3.4.         Taxes
 
(a)          Withholding.  A grantee or other Award holder under the Plan shall be required to pay, in cash, to the Company, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to such grantee or other Award holder, the amount of any applicable withholding taxes in respect of an Award, its grant, its exercise, its vesting, or any payment or transfer under an Award or under the Plan, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for payment of such taxes.  Whenever shares of Common Stock are to be delivered pursuant to an Award under the Plan, with the approval of the Administrator, which the Administrator shall have sole discretion whether or not to give, the grantee may satisfy the foregoing condition by electing to have the Company withhold from delivery shares having a value equal to the amount of minimum tax required to be withheld.  Such shares shall be valued at their Fair Market Value as of the date on which the amount of tax to be withheld is determined.  Fractional share amounts shall be settled in cash.  Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to an Award as may be approved by the Administrator in its sole discretion.
 

(b)         Liability for Taxes.  Grantees and holders of Awards are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with Awards (including, without limitation, any taxes arising under Sections 409A and 457A of the Code) and the Company shall not have any obligation to indemnify or otherwise hold any such Person harmless from any or all of such taxes.  The Administrator shall have the discretion to organize any deferral program, to require deferral election forms, and to grant or, notwithstanding anything to the contrary in the Plan or any Award Agreement, to unilaterally modify any Award in a manner that (i) conforms with the requirements of Sections 409A and 457A of the Code (to the extent applicable), (ii) voids any participant election to the extent it would violate Sections 409A or 457A of the Code (to the extent applicable) and (iii) for any distribution event or election that could be expected to violate Section 409A of the Code, make the distribution only upon the earliest of the first to occur of a “permissible distribution event” within the meaning of Section 409A of the Code or a distribution event that the participant elects in accordance with Section 409A of the Code.  The Administrator shall have the sole discretion to interpret the requirements of the Code, including, without limitation, Sections 409A and 457A, for purposes of the Plan and all Awards.
 
3.5.         Change in Control
 
(a)         Change in Control Defined.  Unless otherwise set forth in the applicable Award Agreement, for purposes of the Plan, “Change in Control” shall mean the occurrence of any of the following:
 
(i)          any “person” (as defined in Section 13(d)(3) of the 1934 Act), company or other entity (other than (A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (C) any company or other entity owned, directly or indirectly, by the holders of the voting stock of the Company in substantially the same proportions as their ownership of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company directly or indirectly “controls” (as defined in Rule 12b-2 under the 1934 Act)) acquires “beneficial ownership” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company;
 
(ii)         the sale of all or substantially all the Company’s assets in one or more related transactions to any “person” (as defined in Section 13(d)(3) of the 1934 Act), company or other entity, other than such a sale (A) to a Subsidiary which does not involve a material change in the equity holdings of the Company, (B) to an entity which has acquired all or substantially all the Company’s assets (any such entity described in clause (A) or (B), the “Acquiring Entity”) if, immediately following such sale, 50% or more of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Acquiring Entity (or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Acquiring Entity) is beneficially owned by the holders of the voting stock of the Company, and such voting power among the persons who were holders of the voting stock of the Company immediately prior to such sale is, immediately following such sale, held in substantially the same proportions as the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company immediately prior to such sale;
 

(iii)        any merger, consolidation, reorganization or similar event of the Company or any Subsidiary as a result of which the holders of the voting stock of the Company immediately prior to such merger, consolidation, reorganization or similar event do not directly or indirectly hold 50% or more of the aggregate voting power of the capital stock of the surviving entity ordinarily entitled to elect directors of the surviving entity (or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the surviving entity) and such voting power among the persons who were holders of the voting stock of the Company immediately prior to such sale is, immediately following such sale, held in substantially the same proportions as the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company immediately prior to such sale;
 
(iv)        the approval by the Company’s stockholders of a plan of complete liquidation or dissolution of the Company; or
 
(v)         during any period of 12 consecutive calendar months, individuals:
 
shall cease to constitute a majority of the Board.
 
Notwithstanding the foregoing, unless otherwise set forth in the applicable Award Agreement, for each Award subject to Section 409A of the Code, a Change in Control shall be deemed to have occurred under this Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code, provided that such limitation shall apply to such Award only to the extent necessary to avoid adverse tax effects under Section 409A of the Code.
 
(b)          Effect of a Change in Control.  Unless the Administrator provides otherwise in an Award Agreement, upon the occurrence of a Change in Control:
 
(i)          notwithstanding any other provision of this Plan, any Award then outstanding shall become fully vested and any restriction and forfeiture provisions thereon imposed pursuant to the Plan and the Award Agreement shall lapse and any Award in the form of an option or stock appreciation right shall be immediately exercisable;
 

(ii)        to the extent permitted by law and not otherwise limited by the terms of the Plan, the Administrator may amend any Award Agreement in such manner as it deems appropriate;
 
(iii)      a grantee who incurs a termination of employment or consultancy/service relationship or dismissal from the Board for any reason, other than a termination or dismissal “for Cause”, concurrent with or within one year following the Change in Control may exercise any outstanding option or stock appreciation right, but only to the extent that the grantee was entitled to exercise the Award on the date of his or her termination of employment or consultancy/service relationship or dismissal from the Board, until the earlier of (A) the original expiration date of the Award and (B) the later of (x) the date provided for under the terms of Section 2.4 without reference to this Section 3.5(b)(iii) and (y) the first anniversary of the grantee’s termination of employment or consultancy/service relationship or dismissal from the Board.
 
(c)          Miscellaneous.  Whenever deemed appropriate by the Administrator, any action referred to in paragraph (b)(ii) of this Section 3.5 may be made conditional upon the consummation of the applicable Change in Control transaction.  For purposes of the Plan and any Award Agreement granted hereunder, the term “Company” shall include any successor to United Maritime Corporation.
 
3.6.         Operation and Conduct of Business
 
Nothing in the Plan or any Award Agreement shall be construed as limiting or preventing the Company or any Affiliate from taking any action with respect to the operation and conduct of their business that they deem appropriate or in their best interests, including any or all adjustments, recapitalizations, reorganizations, exchanges or other changes in the capital structure of the Company or any Affiliate, any merger or consolidation of the Company or any Affiliate, any issuance of Company shares or other securities or subscription rights, any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or other securities or rights thereof, any dissolution or liquidation of the Company or any Affiliate, any sale or transfer of all or any part of the assets or business of the Company or any Affiliate, or any other corporate act or proceeding, whether of a similar character or otherwise.
 
3.7.         No Rights to Awards
 
No Key Person or other Person shall have any claim to be granted any Award under the Plan.
 

3.8.         Right of Discharge Reserved
 
Nothing in the Plan or in any Award Agreement shall confer upon any grantee the right to continue his or her employment with the Company or any Affiliate, his or her consultancy/service relationship with the Company or any Affiliate, or his or her position as a director of the Company or any Affiliate, or affect any right that the Company or any Affiliate may have to terminate such employment or consultancy/service relationship or service as a director.
 
3.9.         Non-Uniform Determinations
 
The Administrator’s determinations and the treatment of Key Persons and grantees and their beneficiaries under the Plan need not be uniform and may be made and determined by the Administrator selectively among Persons who receive, or who are eligible to receive, Awards under the Plan (whether or not such Persons are similarly situated).  Without limiting the generality of the foregoing, the Administrator shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, as to (a) the Persons to receive Awards under the Plan, (b) the types of Awards granted under the Plan, (c) the number of shares to be covered by, or with respect to which payments, rights or other matters are to be calculated with respect to, Awards and (d) the terms and conditions of Awards.
 
3.10.       Other Payments or Awards
 
Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company from making any award or payment to any Person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.
 
3.11.       Headings
 
Any section, subsection, paragraph or other subdivision headings contained herein are for the purpose of convenience only and are not intended to expand, limit or otherwise define the contents of such subdivisions.
 
3.12.       Effective Date and Term of Plan
 
(a)         Adoption; Stockholder Approval.  The Plan was adopted by the Board on June 21, 2022.  The Board may, but need not, make the granting of any Awards under the Plan subject to the approval of the Company’s stockholders.
 

(b)         Termination of Plan.  The Board may terminate the Plan at any time.  All Awards made under the Plan prior to its termination shall remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements.  No Awards may be granted under the Plan following the tenth anniversary of the date on which the Plan was adopted by the Board.
 
3.13.       Restriction on Issuance of Stock Pursuant to Awards
 
The Company shall not permit any shares of Common Stock to be issued pursuant to Awards granted under the Plan unless such shares of Common Stock are fully paid and non-assessable under applicable law.  Notwithstanding anything to the contrary in the Plan or any Award Agreement, at the time of the exercise of any Award, at the time of vesting of any Award, at the time of payment of shares of Common Stock in exchange for, or in cancellation of, any Award, or at the time of grant of any unrestricted shares under the Plan, the Company and the Administrator may, if either shall deem it necessary or advisable for any reason, require the holder of an Award (a) to represent in writing to the Company that it is the Award holder’s then-intention to acquire the shares with respect to which the Award is granted for investment and not with a view to the distribution thereof or (b) to postpone the date of exercise until such time as the Company has available for delivery to the Award holder a prospectus meeting the requirements of all applicable securities laws; and no shares shall be issued or transferred in connection with any Award unless and until all legal requirements applicable to the issuance or transfer of such shares have been complied with to the satisfaction of the Company and the Administrator.  The Company and the Administrator shall have the right to condition any issuance of shares to any Award holder hereunder on such Person’s undertaking in writing to comply with such restrictions on the subsequent transfer of such shares as the Company or the Administrator shall deem necessary or advisable as a result of any applicable law, regulation or official interpretation thereof, and all share certificates delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Company or the Administrator may deem advisable under the Plan, the applicable Award Agreement or the rules, regulations and other requirements of the SEC, any stock exchange upon which such shares are listed, and any applicable securities or other laws, and certificates representing such shares may contain a legend to reflect any such restrictions.  The Administrator may refuse to issue or transfer any shares or other consideration under an Award if it determines that the issuance or transfer of such shares or other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the 1934 Act, and any payment tendered to the Company by a grantee or other Award holder in connection with the exercise of such Award shall be promptly refunded to the relevant grantee or other Award holder.  Without limiting the generality of the foregoing, no Award granted under the Plan shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Administrator has determined that any such offer, if made, would be in compliance with all applicable requirements of any applicable securities laws.
 

3.14.     Requirement of Notification of Election Under Section 83(b) of the Code or Upon Disqualifying Disposition Under Section 421(b) of the Code
 
(a)         Notification of Election Under Section 83(b) of the Code.  If an Award recipient, in connection with the acquisition of Company shares under the Plan, makes an election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code), the grantee shall notify the Administrator of such election within ten days of filing notice of the election with the U.S. Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code.
 
(b)        Notification of Disqualifying Disposition of Incentive Stock Options.  If an Award recipient shall make any disposition of Company shares delivered pursuant to the exercise of an incentive stock option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) or any successor provision of the Code, the grantee shall notify the Company of such disposition within ten days thereof.
 
3.15.       Severability
 
If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Administrator, such provision shall be construed or deemed amended to conform to the applicable laws or, if it cannot be construed or deemed amended without, in the determination of the Administrator, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.
 
3.16.       Sections 409A and 457A
 
To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Sections 409A and 457A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder.  Notwithstanding any provision of the Plan or any applicable Award Agreement to the contrary, in the event that the Administrator determines that any Award may be subject to Section 409A or 457A of the Code, the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (i) exempt the Plan and Award from Sections 409A and 457A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirements of Sections 409A and 457A of the Code and related Department of Treasury guidance and thereby avoid the application of penalty taxes under Sections 409A and 457A of the Code.
 

3.17.       Forfeiture; Clawback
 
The Administrator may, in its sole discretion, specify in the applicable Award Agreement that any realized gain with respect to options or stock appreciation rights and any realized value with respect to other Awards shall be subject to forfeiture or clawback, in the event of (a) a grantee’s breach of any non-competition, non-solicitation, confidentiality or other restrictive covenants with respect to the Company or any Affiliate or (ii) a financial restatement that reduces the amount of bonus or incentive compensation previously awarded to a grantee that would have been earned had results been properly reported.
 
3.18.       No Trust or Fund Created
 
Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and an Award recipient or any other Person.  To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or its Affiliate.
 
3.19.       No Fractional Shares
 
No fractional shares shall be issued or delivered pursuant to the Plan or any Award, and the Administrator shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares or whether such fractional shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.
 
3.20.       Governing Law
 
The Plan will be construed and administered in accordance with the laws of the State of New York, without giving effect to principles of conflict of laws.
 
 
EX-4.31 5 ef20060832_ex4-31.htm EXHIBIT 4.31
Exhibit 4.31

ADDENDUM TO SHAREHOLDERS'
AGREEMENT
 
Relating to the shareholding in RGI Marine Holding AS, reg.no. 933 582 361;


Table of content

1.
Background
3
     
2.
Amendments to clause 12.3
4

2 / 5
This addendum (the “Addendum”) to the Shareholders' Agreement dated 31 July 2024 has been entered into as of 28 April 2025 between:
 
(1)
RGI Marine Ltd. a private company duly incorporated under the laws of England and Wales, with business reg. no. 1332 1268 (“RGI”);
 
(2)
Steady Offshore Shipping Pte Ltd, a company duly incorporated under the laws of Singapore, with business reg. no. 198105925N;
 
(3)
United Maritime Corporation, a company duly incorporated under the laws of the Republic of the Marshall Islands, with business reg. no. 112801;
 
(4)
Karean AS, a company duly incorporated under the laws of Norway, with business reg. no. 989 009 583; and
 
(5)
Mr Jonathan Elkington, a British citizen born on 26 October 1978, with passport number 556427970

((2) to (5) shall be referred to herein as the “Investors”).
 
RGI Marine Holding AS, a company duly incorporated under the laws of Norway, with business reg. no. 933 582 361 (the “Company”).
 
The Company and the Investors are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
 
Unless otherwise stated, words with a capitalized initial letter in this Addendum shall have the same meaning as defined terms in the Shareholders' Agreement.
 
1.
BACKGROUND

The Parties entered into the Subscription Agreement as of 31 July 2024 regarding subscription of shares in the Company, as amended by an addendum dated as of 30 October 2024 (together, the “Subscription Agreement”). The Parties entered into the Shareholders' Agreement to regulate certain shareholder rights. The Parties have now agreed to enter into a second addendum to the Subscription Agreement to amend the Cap Table. In addition, the Parties have agreed to make certain changes to the default provisions of the Shareholders' Agreement, and the Parties have thus entered into this Addendum.

As set out in Clause 7 of the Shareholders' Agreement, and as evident from the Cap Table attached to the Subscription Agreement, additional capital is required for completion of the Vessel. Additional capital from new investors could not be secured in time for the 3rd capital call. Thus, it has been agreed that the gap in funding will be covered by an increase in the share subscription by existing shareholder United Maritime Corporation ("United") and a reduction in the capital requirement. As part of this agreement, RGI will (i) participate in the share subscription and (ii) transfer 50% of the Original Shares to United without payment of consideration.

Against this background, the Parties have agreed to make certain changes to the default provisions of the Shareholders' Agreement.
 
3 / 5
2.
AMENDMENTS TO CLAUSE 12.3
 
The Parties agree that RGI shall remain liable under the existing Clause 12.3, but a new Clause 12.3.1 shall be added and shall apply to the fourth capital call in the Company.

Clause 12.3.1

  (i)
This Clause 12.3.1 shall replace Clause 12.3 only with respect to RGI's obligation to secure additional capital pursuant to Clause 7 for the fourth capital call in the Company. Clause 12.3 shall continue and remain in effect for any subsequent capital call in the Company.
 
  (ii)
RGI shall be in default if it fails to satisfy its obligations set out in Clause 7 of the Agreement to secure additional capital from either RGI, existing Shareholders or new investors before the fourth capital call in the Company and at latest by 12 September 2025 (the "Trigger Date") ("Funding Default").
 
  (iii)
Funding Default shall be immediate and automatic with no Default Notice requirement.
 
  (iv)
The exercise of Funding Default shall be subject to an automatic 20-day waiver (from the Trigger date) if, as of the Trigger Date, there is (i) an agreed time-charter in place or, at a minimum an agreed time-charter recap clean of subjects and (ii) there are active discussions for the sale of the Vessel (as defined in the Subscription Agreement)  or RGI’s shares in NWEC (as defined in the Subscription Agreement), with written communications supporting such discussions.
 
  (v)
In the event of Funding Default, and provided that the Vessel has not been sold prior to the Trigger Date,
 

 a.
The Shareholders other than RGI (the "Co-Lead Investors") shall have the right collectively, to either (i) on a pro rata basis according to the Co-Lead Investors' shareholding in the Company (RGI's shareholding to be disregarded when calculating of the Co-Lead Investors' pro rata share) assume (Norw.: overta) the remaining Original Shares from RGI without payment of any consideration, or (ii) require the remaining Original Shares owned by RGI to be redeemed (Norw.: innløst) by the Company without any payment to RGI in connection with such redemption within the limits of the Companies Act.
 

 b.
United shall, at its sole discretion and notwithstanding Clause 2.2 and within the Company's rights and obligations under the subscription agreement and shareholders' agreement entered into by the Company regarding its subscription of shares and shareholding in NWEC (the "NWEC Restrictions"), have the right to instruct the Board of the Company to immediately market its shares in NWEC for sale with a view for the sale to be concluded no later than 15 days before the next payment is due. United shall, at its sole discretion and notwithstanding Clause 2.2, have the right to instruct the Board of the Company to conclude such sale within the NWEC Restrictions. Proceeds from the sale shall be distributed to the Shareholders on a pro rata basis according to their shareholding in the Company.
 
  (vi)
It is understood that the rights afforded to the Co-Lead Investors as per this Clause 12.3.1 shall be the sole remedies available for the Co-Lead Investors in case of Funding Default and that no other claim can be brought against RGI on account of such failure.
 
****
[Signature page follows]

4 / 5
RGI Marine Limited
Steady Offshore Shipping Pre Ltd
   
  /s/ Bartholomew Richard Fairclough     /s/ Kuang Shihao  
Name: Bartholomew Richard Fairclough
Name: Kuang Shihao
Title: Chairman
Title: Director
   

United Maritime Corporation
Karean AS
   

/s/ Stavros Gyftakis  

/s/ Anders Engeset  
Name: Stavros Gyftakis
Name: Anders Engeset
Title: CFO / Director
Title: Chairman
   

Mr Jonathan Elkington

 
/s/ Mr Jonathan Elkington
  


5 / 5
EX-4.32 6 ef20060832_ex4-32.htm EXHIBIT 4.32
Exhibit 4.32
 
ADDENDUM TO SHAREHOLDERS'
AGREEMENT
 
Relating to the shareholding in RGI Marine Holding AS, reg.no. 933 582 361;
 

Table of content
 
1.
BACKGROUND
3
     
2.
CONDITIONS PRECEDENT
4
     
3.
RESERVATION OF RIGHTS / FUNDING DEFAULT
4

2 / 5
This addendum (the “Addendum”) to the shareholders' agreement dated 31 July 2024 has been entered into as of 31 October 2025 between:
 
(1)
RGI Marine Ltd. a private company duly incorporated under the laws of England and Wales, with business reg. no. 1332 1268 (“RGI”);
 
(2)
Steady Offshore Shipping Pte Ltd, a company duly incorporated under the laws of Singapore, with business reg. no. 198105925N;
 
(3)
United Maritime Corporation, a company duly incorporated under the laws of the Republic of the Marshall Islands, with business reg. no. 112801;
 
(4)
Karean AS, a company duly incorporated under the laws of Norway, with business reg. no. 989 009 583; and
 
(5)
Mr Jonathan Elkington, a British citizen born on 26 October 1978, with passport number 556427970 ((2) to (5) shall be referred to herein as the “Investors”).

RGI Marine Holding AS, a company duly incorporated under the laws of Norway, with business reg. no. 933 582 361 (the “Company”).
 
The Company and the Investors are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
 
Unless otherwise stated, words with a capitalized initial letter in this Addendum shall have the same meaning as defined terms in the shareholders' agreement.
 
1.
BACKGROUND
 
The Parties entered into a shareholders' agreement dated 31 July 2024 (as amended from time to time, the "Shareholders' Agreement") regulating certain shareholder rights in the Company.
 
The Parties also entered into a subscription agreement dated 31 July 2024 (as amended from time to time, the "Subscription Agreement") relating to the subscription of shares in the Company.
 
On 28 April 2025, the Parties executed a first addendum to the Shareholders' Agreement enacting certain changes to the default provisions of the Shareholders' Agreement applicable to the fourth capital call in the Company.
 
As set out in Clause 7 of the Shareholders' Agreement, and as evident from the Cap Table attached to the Subscription Agreement, additional capital is required for completion of the Vessel. Additional capital from new investors was not secured prior to the fourth capital call. Thus, it has been agreed that to bridge the resulting funding gap, the Company will enter into a loan agreement dated 31 October 2025 (the "Shareholder Loan") with United Maritime Corporation ("United"), an existing shareholder, as sole lender and RGI Marine Ltd. In connection with the Shareholder Loan, the Parties have also agreed on certain changes to the cap table attached to the Subscription Agreement and have undertaken to convert the Shareholder Loan into equity in the Company, as set out in a separate third addendum to the Subscription Agreement.

3 / 5
2.
CONDITIONS PRECEDENT
 
The entry into force of this Addendum is conditional upon the execution of the Shareholder Loan and the third addendum agreement to the Subscription Agreement dated 31 October 2025.
 
3.
RESERVATION OF RIGHTS / FUNDING DEFAULT
 
The Shareholder Loan is considered a necessary measure to ensure that the Company meets its immediate payment obligations. It shall not be interpreted as a waiver of any rights, claims, or remedies that United may have now or in the future. This reservation of rights includes, but is not limited to the rights and remedies afforded to United as a result of RGI’s Funding Default in connection with the fourth capital call in the Company, as stipulated in the Addendum to the Shareholders’ Agreement dated 28 April 2025, in Section 2, Clause 12.3.1, paragraph (v). In consideration of the rights and remedies under the Addendum to the Shareholders’ Agreement dated 28 April 2025, RGI shall be considered in Funding Default.
 
The above notwithstanding, if the Company within 30 days of the payment of the Shareholder Loan has finally agreed with a new investor to raise additional capital for the Company, whether by sale of the Company's shares in Wind Energy Construction AS, by subscription of shares, in an amount at least equal to the amount of the Shareholder Loan and the Shareholder Loan is repaid in cash and RGI transfers to United 500,000 shares in the Company, with share numbers 375,001 to 875,000, in accordance with the provisions of the Shareholder Loan, Funding Default as defined within Clause 12.3.1 of the Shareholders' Agreement shall be considered cured. Such payment of the Shareholder Loan and cure of Funding Default shall not affect or limit United’s discretionary right under Clause 12.3.1(v) letter b. of the Addendum to the Shareholders’ Agreement dated 28 April 2025, which shall remain in full force and effect under all circumstances.
 
In any other events, Clause 12.3.1 (v) a. of the Shareholders' Agreement shall be amended to read as follows:
 

 (v)
In the event of a Funding Default, and provided that the Vessel has not been sold prior to the Trigger Date,


a.
The Shareholders other than RGI (the "Co-Lead Investors") shall have the right collectively, to either (i) on a pro rata basis according to the Co-Lead Investors' shareholding in the Company (RGI's shareholding to be disregarded when calculating of the Co-Lead Investors' pro rata share) assume (Norw.: overta) the remaining Original Shares, less 100,000 of the remaining Original Shares, from RGI without payment of any consideration, or (ii) require the remaining Original Shares, less 100,000 of the remaining Original Shares, owned by RGI to be redeemed (Norw.: innløst) by the Company without any payment to RGI in connection with such redemption within the limits of the Companies Act.

[Signature page follows]

4 / 5
RGI Marine Limited
Steady Offshore Shipping Pre Ltd
   

/s/ Bartholomew Richard Fairclough
 

/s/ Kuang Shihao
 
Name: Bartholomew Richard Fairclough
Name: Kuang Shihao
Title: Chairman Title: Director
   
United Maritime Corporation
Karean AS
   

/s/ Stavros Gyftakis
 
/s/Anders Engeset 
 
Name: Stavros Gyftakis
Name: Anders Engeset
Title: CFO / Director
Title: Chairman


Mr Jonathan Elkington
  




/s/ Mr Jonathan Elkington
 

5 / 5
EX-4.34 7 ef20060832_ex4-34.htm EXHIBIT 4.34
Exhibit 4.34

ADDENDUM TO SUBSCRIPTION
AGREEMENT
 
Relating to investments in RGI Marine Holding AS, reg.no. 933 582 361;


Table of content

1.
BACKGROUND
3
     
2.
CAP TABLE
3
     
3.
THE SHAREHOLDERS' AGREEMENT
4

2 / 5
This addendum (the “Addendum”) to the Subscription Agreement dated 31 July 2024 has been entered into as of 30 October 2024 between:

(1)
RGI Marine Ltd. a private company duly incorporated under the laws of England and Wales, with business reg. no. 1332 1268 (“RGI”);
 
(2)
Steady Offshore Shipping Pte Ltd, a company duly incorporated under the laws of Singapore, with business reg. no. 198105925N;

(3)
United Maritime Corporation, a company duly incorporated under the laws of the Republic of the Marshall Islands, with business reg. no. 112801;
 
(4)
Karean AS, a company duly incorporated under the laws of Norway, with business reg. no. 989 009 583; and
 
(5)
Mr Jonathan Elkington, a British citizen born on 26 October 1978, with passport number 556427970 ((2) to (5) shall be referred to herein as the “Investors”).
 
RGI Marine Holding AS, a company duly incorporated under the laws of Norway, with business reg. no. 933 582 361 (the “Company”).
 
The Company and the Investors are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
 
1.
BACKGROUND
 
The Subscription Agreement.
 
The Parties entered into the Subscription Agreement as of 31 July 2024.
 
Unless otherwise stated, words with a capitalized initial letter in this Addendum shall have the same meaning as defined terms in the Subscription Agreement.
 
The Parties agree that the amendment to the Subscription Agreement outlined in this Addendum shall be made. All other provisions in the Subscription Agreement shall remain unchanged.
 
2.
CAP TABLE
 
The Parties agree that the Cap Table attached as Schedule 1 to the Agreement shall be replaced with the following Cap Table:

3 / 5

Payments

Sahreholder
 Month 0
 Month 3
 Month 9
 Month 15
 Month 33
United Maritime
 € 2,246,595
 € 1,156,068
 € 2,226,542
 € 2,065,938
 € 104,858






Steady Offshore Shipping
 € 557,150
 € 1,014,398
 € 228,453
 € 0
 € 0






Karean
 € 30,953
 € 69,047
 € 0
 € 0
 € 0






New Investor - Large
 € 0
 € 0
 € 1,896,624
 € 2,210,900
 € 1,150,077






Jonathan Elkington
 € 120,000
 € 0
 € 0
 € 0
 € 0






RGI Marine Limited
 € 0
 € 0
 € 0
 € 0
 € 0
 




Total
 € 2,954,697
 € 2,239,513
 € 4,351,619
 € 4,276,838
 € 1,254,935

Cap Table

Sahreholder
 Month 0
 Month 3
 Month 9
 Month 15
 Month 33
United Maritime
 2,246,595
 3,402,663 5,629,205
 7,695,142
 7,800,000
Ownership
 47.8%
 49.0%
 49.8%
 49.4%
 46.4%
Steady Offshore Shipping
 557,150
 1,571,547
 1,800,000
 1,800,000 1,800,000
Ownership 11.8%
 22.6%
 15.9%
 11.6%
 10.7%
Karean
 30,953
 100,000
 100,000 100,000 100,000
Ownership 0.7%
 1.4%
 0.9%
 0.6%
 0.6%
New Investor -  Large
 0
 0
 1,896,624
 4,107,525
 5,257,602
Ownership 0
 0.0%
 16.8%
 26.4%
 31.2%
Jonathan Elkington
 120,000
 120,000 120,000 120,000 120,000
Ownership 2.6%
 1.7%
 1.1%
 0.8%
 0.7%
RGI Marine Limited
 1,750,000
 1,750,000 1,750,000 1,750,000 1,750,000
Ownership 37.2%
 25.2%
 15.5%
 11.2%
 10.4%
Total
 4,704,697
 6,944,210
 11,295,829
 15,572,667 16,827,602

3.
THE SHAREHOLDERS' AGREEMENT
 
The Parties entered into the Shareholders' Agreement as of 31 July 2024.
 
In accordance with Clause 7 and 12.3 of the Shareholders' Agreement, RGI is responsible for securing additional capital if and when required to meet the Company's obligations under the NWEC Subscription Agreement. This obligation shall continue in effect. I.e., among other circumstances, the Other Shareholders may invoke their right to assume RGI's shares pursuant to Clause 12.3 if and when "New Investor – Large" does not contribute with capital in accordance with the above revised Cap Table.

****

[Signature page follows]

4 / 5
RGI Marine Limited
  
Steady Offshore Shipping Pre Ltd
     
 /s/ Bartholomew Richard Fairclough
  
/s/ Kuang Shihao
     
Name: Bartholomew Richard Fairclough
  
Name: Kuang Shihao
Title: Chairman
  
Title: Director
     
United Maritime Corporation
  
Karean AS

   
/s/ Stavros Gyftakis
  
/s/ Anders Engeset
     
Name: Stavros Gyftakis
  
Name: Anders Engeset
Title: CFO / Director
  
Title: Chairman
     
 
Mr Jonathan Elkington
  
     
 
/s/ Jonathan Elkington
  
 

5 / 5
EX-4.35 8 ef20060832_ex4-35.htm EXHIBIT 4.35
Exhibit 4.35

ADDENDUM TO SUBSCRIPTION
AGREEMENT
  
   
Relating to investments in RGI Marine Holding AS, reg.no. 933 582 361;



Table of content

1.
BACKGROUND
3
     
2.
CAP TABLE
4

2 / 5
This addendum (the “Addendum”) to the Subscription Agreement dated 31 July 2024 has been entered into as of 28 April 2025 between:
 
(1)
RGI Marine Ltd. a private company duly incorporated under the laws of England and Wales, with business reg. no. 1332 1268 (“RGI”);
 
(2)
Steady Offshore Shipping Pte Ltd, a company duly incorporated under the laws of Singapore, with business reg. no. 198105925N;
 
(3)
United Maritime Corporation, a company duly incorporated under the laws of the Republic of the Marshall Islands, with business reg. no. 112801;
 
(4)
Karean AS, a company duly incorporated under the laws of Norway, with business reg. no. 989 009 583; and
 
(5)
Mr Jonathan Elkington, a British citizen born on 26 October 1978, with passport number 556427970
 
((2) to (5) shall be referred to herein as the “Investors”).
 
RGI Marine Holding AS, a company duly incorporated under the laws of Norway, with business reg. no. 933 582 361 (the “Company”).
 
The Company and the Investors are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
 
Unless otherwise stated, words with a capitalized initial letter in this Addendum shall have the same meaning as defined terms in the Subscription Agreement.
 
1.
BACKGROUND
 
The Parties entered into the Subscription Agreement as of 31 July 2024. On 30 October 2024, the Parties entered into an addendum agreement to the Subscription Agreement amending the Cap Table attached as Schedule 1 to the Subscription Agreement ("Addendum I"). The Parties have agreed to enter into this second addendum to the Subscription Agreement to amend the Cap Table, replacing Addendum I in its entirety. Further, the Parties have also agreed to make certain changes to the default provisions of the Shareholders' Agreement, which will be set out in a separate addendum agreement to the Shareholders' Agreement.

As set out in Clause 7 of the Shareholders' Agreement, and as evident from the Cap Table attached to the Subscription Agreement, additional capital is required for completion of the Vessel. Additional capital from new investors could not be secured in time for the 3rd capital call. Thus, it has been agreed that the gap in funding will be covered by an increase in the share subscription by existing shareholder United Maritime Corporation ("United") and a reduction in the capital requirement. As part of this agreement, RGI will (i) participate in the share subscription and (ii) transfer 50% of the Original Shares (as defined in the Shareholders' Agreement) to United without payment of consideration.

3 / 5
This Addendum enacts the agreed changes to the Cap Table and funding schedule in the Company.
 
2.
CAP TABLE
 
The Parties agree that the Cap Table attached as Schedule 1 to the Subscription Agreement, as amended by Addendum I, shall be deleted and replaced in its entirety with the following Cap Table:

Schedule 1 to Subscription Agreement:

Payments

Sahreholder
 Month 0
 Month 3
 Month 9
 Month 15
 Month 33
United Maritime
 € 2,246,595
 € 1,156,068
 € 3,676,542
 € 2,065,938
 € 104,858






Steady Offshore Shipping
 € 557,150
 € 1,014,398
 € 228,453
 € 0
 € 0






Karean
 € 30,953
 € 69,047
 € 0
 € 0
 € 0






New Investor € 0
 € 0
 € 0
 € 2,210,900
 € 1,150,077






Jonathan Elkington
 € 120,000 € 0
 € 0
 € 0
 € 0
           
RGI Marine Limited
  € 0  € 0  € 230,000 € 0
 € 0
 




Total
 € 2,954,697
 € 2,239,513
 € 4,134,995
 € 4,276,838
 € 1,254,935

Cap Table

Shareholder
Month 0
Month 3
Month 9
Month 15
Month 33
United Maritime
 2,246,595
3,402,663
7,954,205
10,020,142
10,125,000
Ownership
47.8%
49.0%
71.8%
65.3%
61.0%
Steady Offshore Shipping
557,150
1,571,547
1,800,000
1,800,000
1,800,000
Ownership
11.8%
22.6%
16.2%
11.7%
10.8%
Karean
30,953
100,000
100,000
100,000
100,000
Ownership
0.7%
1.4%
0.9%
0.7%
0.6%
New Investor
 0
0
0
 2,210,900
3,360,977
Ownership
 0
0
0
0
0
Jonathan Elkington
120,000
120,000
120,000
120,000
120,000
Ownership
2.6%
1.7%
1.1%
0.8%
0.7%
RGI Marine Limited
1,750,000
1,750,000
1,105,000
1,105,000
1,105,000
Ownership
37.2%
25.2%
10.0%
7.2%
6.7%
Total
4,704,697
6,944,210
11,079,205
15,356,042
16,610,977

****
[Signature page follows]

4 / 5
RGI Marine Limited
Steady Offshore Shipping Pre Ltd
   

/s/ Bartholomew Richard Fairclough  

/s/ Kuang Shihao  
Name: Bartholomew Richard Fairclough
Name: Kuang Shihao
Title: Chairman
Title: Director

United Maritime Corporation
Karean AS
   

/s/ Stavros Gyftakis  

/s/ Anders Engeset  
Name: Stavros Gyftakis
Name: Anders Engeset
Title: CFO / Director
Title: Chairman

Mr Jonathan Elkington
 

/s/ Mr Jonathan Elkington
  


5 / 5
EX-4.36 9 ef20060832_ex4-36.htm EXHIBIT 4.36
Exhibit 4.36
 
ADDENDUM TO SUBSCRIPTION
AGREEMENT
 
Relating to investments in RGI Marine Holding AS, reg.no. 933 582 361;


Table of content

1.
BACKGROUND
 3
     
2.
CONDITIONS PRECEDENT
 4
     
3.
CAP TABLE
 4
     
4.
SHAREHOLDER LOAN
 5
 
Annexes:

 1.
Copy of Shareholder Loan

2 / 8
This addendum (the “Addendum”) to the Subscription Agreement dated 31 July 2024 has been entered into as of 31 October 2025 between:

(1)
RGI Marine Ltd. a private company duly incorporated under the laws of England and Wales, with business reg. no. 1332 1268 (“RGI”);

(2)
Steady Offshore Shipping Pte Ltd, a company duly incorporated under the laws of Singapore, with business reg. no. 198105925N;

(3)
United Maritime Corporation, a company duly incorporated under the laws of the Republic of the Marshall Islands, with business reg. no. 112801;

(4)
Karean AS, a company duly incorporated under the laws of Norway, with business reg. no. 989 009 583; and

(5)
Mr Jonathan Elkington, a British citizen born on 26 October 1978, with passport number 556427970 ((2) to (5) shall be referred to herein as the “Investors”).

RGI Marine Holding AS, a company duly incorporated under the laws of Norway, with business reg. no. 933 582 361 (the “Company”).
 
The Company and the Investors are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
 
Unless otherwise stated, words with a capitalized initial letter in this Addendum shall have the same meaning as defined terms in the Subscription Agreement.
 
1.
BACKGROUND
 
The Parties entered into the Subscription Agreement as of 31 July 2024. On 28 April 2025, the Parties entered into an addendum agreement to the Subscription Agreement amending the Cap Table attached as Schedule 1 to the Subscription Agreement ("Addendum II"), replacing in its entirety the addendum that was entered into on 31 October 2024 ("Addendum I").
 
As set out in Clause 7 of the Shareholders' Agreement, and as evident from the Cap Table attached to the Subscription Agreement, additional capital is required for completion of the Vessel. Additional capital required from new investors was not secured prior to the fourth capital call. Thus, it has been agreed that to bridge the resulting funding gap, the Company will enter into a loan agreement dated 31 October 2025 for an amount of EUR 2,119,062 (the "Shareholder Loan") with United Maritime Corporation ("United"), an existing shareholder, as sole lender, and RGI Marine Ltd. At United's sole discretion and subject to the satisfaction of the Legal Conditions (as defined in the Shareholder Loan), the Shareholder Loan shall be converted into equity in the Company at a conversion price of EUR 0.80 per share. A copy of the Shareholder Loan is attached hereto as Annex 1.

3 / 8
Against this background, the Parties agree to enter into this third addendum to the Subscription agreement to implement amendments to the Cap Table and funding schedule of the Company thereby replacing Addendum II in its entirety.
 
Further, the Parties undertake to ensure that the Shareholder Loan be converted into equity in the Company in accordance with the terms of the Shareholder Loan.
 
2.
CONDITIONS PRECEDENT
 
The entry into force of this Addendum is conditional upon the execution of the Shareholder Loan and second addendum agreement to the Shareholders' Agreement dated 31 October 2025.
 
3.
CAP TABLE
 
The Parties agree that the Cap Table attached as Schedule 1 to the Subscription Agreement, as amended by Addendum II, shall be replaced in its entirety with the following Cap Table:
 
Schedule 1 to Subscription Agreement:

Payments

Sahreholder
 Month 0
 Month 3
 Month 9
 Month 15
 Month 33
United Maritime
 € 2,246,595
 € 1,156,068
 € 3,676,542
 € 2,065,938
 € 104,858






Steady Offshore Shipping
 € 557,150
 € 1,014,398
 € 228,453
 € 0
 € 0






Karean
 € 30,953
 € 69,047
 € 0
 € 0
 € 0






Jonathan Elkington
 € 120,000
 € 0
 € 0
 € 0
 € 0






RGI Marine Limited
 € 0
 € 0
 € 230,000
 € 0
 € 0
           
New Investor - Large
  € 0  € 0  € 0 € 0
 € 1,150,077
 




Total
 € 2,954,698
 € 2,239,513
 € 4,134,995
 € 2,065,938
 € 1,254,935

The below cap tables show certain of the outcomes depending on settlement method of the Loan and other factors as applicable as per the Shareholders' Agreement and the Shareholder Loan.
 
Cap Table - New equity investor / Repayment of United loan
 
Shareholder
Month 0
Month 3
Month 9
Month 15
Month 33
United Maritime
3,121,595
4,277,663
7,954,205
10,520,142
10,625,000
Ownership
66.4%
61.6%
71.8%
68.9%
64.3%
Steady Offshore Shipping
557,150
1,571,547
1,800,000
1,800,000
1,800,000
Ownership
11.8%
22.6%
16.2%
11.8%
10.9%
Karean
  
30,953
100,000
100,000
100,000
100,000
Ownership
0.7%
1.4%
0.9%
0.7%
0.6%
Jonathan Elkington
120,000
120,000
120,000
120,000
120,000
Ownership
2.6%
1.7%
1.1%
0.8%
0.7%
RGI Marine Limited
875,000
875,000
1,105,000
605,000
605,000
Ownership
18.6%
12.6%
10.0%
3.96%
3.7%
New Investor - Large
0
0
0
2,119,062
3,269,139
Ownership
0
0
0
13.88%
20%
Total
4,704,697
6,944,210
11,079,205
15,264,205
16,519,139

4 / 8
Cap Table - United loan conversion into RGI shares

Shareholder
Month 0
Month 3
Month 9
Month 15
Month 33
United Maritime
3,121,595
4,277,663
7,954,205
12,668,970
12,773,828
Ownership
66.4%
61.6%
71.8%
84.4%
78.5%
Steady Offshore Shipping
557,150
1,571,547
1,800,000
1,800,000
1,800,000
Ownership
11.8%
22.6%
16.2%
12.0%
11.1%
Karean
  
30,953
100,000
100,000
100,000
100,000
Ownership
0.7%
1.4%
0.9%
0.7%
0.6%
Jonathan Elkington
120,000
120,000
120,000
120,000
120,000
Ownership
2.6%
1.7%
1.1%
0.8%
0.7%
RGI Marine Limited
875,000
875,000
1,105,000
330,000
330,000
Ownership
18.6%
12.6%
10.0%
2.20%
2.0%
New Investor - Large
0
0
0
0
1,150,077
Ownership
0
0
0
0.00%
7%
Total
4,704,697
6,944,210
11,079,205
15,018,970
16,273,905

4.
SHAREHOLDER LOAN
 
The Parties undertake to ensure that all steps as required by Norwegian company law are taken, including, but not limited to, by the board of directors of the Company, to effectuate the conversion of the Shareholder Loan into equity in the Company in accordance with the terms of the Shareholder Loan. This includes but is not limited to voting in favour of a general meeting resolution recognising that the Shareholder Loan shall be a convertible loan in accordance with chapter 11 of the Norwegian Private Limited Liability Companies Act. In that respect, the Parties also undertake to waive any pre-emptive rights in accordance with the Norwegian Private Limited Liability Companies Act § 10-5, cf. § 10-4.

5 / 8
****
[Signature page follows]

6 / 8
RGI Marine Limited
Steady Offshore Shipping Pte Ltd
   

/s/ Bartholomew Richard Fairclough  

/s/ Kuang Shihao
 
Name: Bartholomew Richard Fairclough
Name: Kuang Shihao
Title: Chairman Title: Director
   
United Maritime Corporation
Karean AS
   

/s/ Stamatios Tsantanis
 
/s/ Anders Engeset 
 
Name: Stamatios Tsantanis
Name: Anders Engeset
Title: CFO / Director
Title: Chairman


Mr Jonathan Elkington
  
     
 
/s/ Mr Jonathan Elkington
  
 
7 / 8
Annex 1
 
Shareholder Loan


8 / 8
EX-4.37 10 ef20060832_ex4-37.htm EXHIBIT 4.37
Exhibit 4.37

ADDENDUM TO SUBSCRIPTION
AGREEMENT

Relating to investments in RGI Marine Holding AS, reg.no. 933 582 361;


Table of content

1.
BACKGROUND
3
     
2.
CAP TABLE
3

2 / 6
This addendum (the “Addendum”) to the Subscription Agreement dated 31 July 2024 has been entered into as of 21 November 2025 between:
 
(1)
RGI Marine Ltd. a private company duly incorporated under the laws of England and Wales, with business reg. no. 1332 1268 (“RGI”);
 
(2)
Steady Offshore Shipping Pte Ltd, a company duly incorporated under the laws of Singapore, with business reg. no. 198105925N;
 
(3)
United Maritime Corporation, a company duly incorporated under the laws of the Republic of the Marshall Islands, with business reg. no. 112801;
 
(4)
Karean AS, a company duly incorporated under the laws of Norway, with business reg. no. 989 009 583; and
 
(5)
Mr Jonathan Elkington, a British citizen born on 26 October 1978, with passport number 556427970
 
((2) to (5) shall be referred to herein as the “Investors”).
 
RGI Marine Holding AS, a company duly incorporated under the laws of Norway, with business reg. no. 933 582 361 (the “Company”).
 
The Company and the Investors are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
 
Unless otherwise stated, words with a capitalized initial letter in this Addendum shall have the same meaning as defined terms in the Subscription Agreement.
 
1.
BACKGROUND
 
The Parties entered into the Subscription Agreement dated 31 July 2024 (as amended from time to time, the "Subscription Agreement"). The Parties have entered into addendum agreements to the Subscription Agreement on 30 October 2024 ("Addendum I"), 28 April 2025 ("Addendum II") and 31 October 2025 ("Addendum III").

The Parties also entered into a shareholders' agreement dated 31 July 2024 (as amended from time to time, the "Shareholders' Agreement") regulating certain shareholder rights in the Company.

The Parties hereby agree to enter into this addendum agreement to the Subscription Agreement ("Addendum IV") to amend the payment schedule and Cap Table to reflect a working capital raise in the Company in an amount of EUR 80,000 scheduled for November 2025.
 
2.
CAP TABLE
 
The Parties agree that the Cap Table attached as Schedule 1 to the Subscription Agreement, as amended by Addendum III, shall be replaced in its entirety with the following Cap Table:

Schedule 1 to Subscription Agreement:

3 / 6

Payments


Shareholder
Month 0
Month 3
Month 9
Month 15
 Working
Month 33
United Maritime
 € 2,246,595
 € 1, 156,068
 € 3,676,542
 € 2,065,938
 € 60,981
 € 104,858







Steady Offshore
 € 557,150
 € 1,014,398
 € 228,453
 € 0
 € 10,955 € 0







Karean
   € 30,953
 € 69,047
 € 0
 € 0
 € 609
 € 0







Jonathan Elkington
 € 120,000
 € 0
 € 0
 € 0
 € 730
 € 0







RGI Marine Limited
 € 0
 € 0
 € 230,000
 € 0
 € 6,725
 € 0







New Investor - Large
 € 0
 € 0
 € 0
 € 0
 € 0
 € 1,150,077







Total
 € 2,954,698
 € 2,239,513
 € 4,134,995
 € 2,065,938
 € 80,000
 € 1,254,935


The below cap tables show the shareholding in the Company as of the November 2025 working capital raise and certain of the subsequent outcomes depending on settlement method of the shareholder loan issued by United Maritime Corporation and other factors as applicable as per the Shareholders' Agreement and the shareholder loan agreement dated 31 October 2025.

Scenario cap Table-New equity investor / Repayment of United loan

Shareholder
Month 0
Month 3
Month 9
Month 15
 Working Investor scenario
Month 33
United Maritime
2,246,595
3,402,663
7,954,205
10,020,143
 10,081,124
 10,581,124
10,685,982
Ownership
47.8%
49.0%
71.8%
76.2%
 76.2%
 69.0%
64.4%
Steady Offshore
557,150
1,571,548
1,800,001
1,800,001
 1,810,956
 1,810,956
1,810,956
Ownership
11.8%
22.6%
16.2%
13.7%
 13.7%
 11.8%
10.9%
Karean
  
30,953
100,000
100,000
100,000
 100,609
 100,609
100,609
Ownership
0.7%
1.4%
0.9%
0.8%
 0.8%
 0.7%
0.6%
Jonathan Elkington
120,000
120,000
120,000
120,000
 120,730
 120,730
120,730
Ownership
2.6%
1.7%
1.1%
0.9%
 0.9%
 0.8%
0.7%
RGI Marine Limited
1,750,000
1,750,000
1,105,000
1,105,000
 1,111,725
 611,725
 611,725
Ownership
37.2%
25.2%
10.0%
8.4%
 8.4%
 4.0%
3.7%
New Investor - Large
0
0
0
0
 0
 2,119,062
3,269,139
Ownership
0.00%
0.00%
0.00%
0.00%
 0.00%
 14%
20%
Total
4,704,698
6,944,211
11,079,206
15,018,970
 13,225,144
 15,344,206
16,273,905

Scenario Cap Table-United loan conversion into shares and redemption/deletion of 775,000 RGI UK shares


Shareholder
Month 0
Month 3
Month 9
Month 15
 Working Convesrion scenario
Month 33
United Maritime
2,246,595
3,402,663
7,954,205
10,020,143
 10,081,124
 12,729,952
12,834,810
Ownership
47.8%
49.0%
71.8%
76.2%
 76.2%
 84.3%
78.5%
Steady Offshore
557,150
1,571,548
1,800,001
1,800,001
 1,810,956
 1,810,956
1,810,956
Ownership
11.8%
22.6%
16.2%
13.7%
 13.7%
 12.0%
10.9%
Karean
  
30,953
100,000
100,000
100,000
 100,609
 100,609
100,609
Ownership
0.7%
1.4%
0.9%
0.8%
 0.8%
 0.7%
0.6%
Jonathan Elkington
120,000
120,000
120,000
120,000
 120,730
 120,730
120,730
Ownership
2.6%
1.7%
1.1%
0.9%
 0.9%
 0.8%
0.7%
RGI Marine Limited
1,750,000
1,750,000
1,105,000
1,105,000
 1,111,725
 336,725 336,725
Ownership
37.2%
25.2%
10.0%
8.4%
 8.4%
 2.2%
2.1%
New Investor - Large
0
0
0
0
 0
 0
 1,150,077
Ownership
0.00%
0.00%
0.00%
0.00%
 0.00%
 0.00%
7%
Total
4,704,698
6,944,211
11,079,206
15,018,970
 13,225,144
 15,098,972
16,353,907


4 / 6
[Signature page follows]

5 / 6
RGI Marine Limited
Steady Offshore Shipping Pte Ltd
   

/s/ Bartholomew Richard Fairclough
 

/s/ Kuang Shihao  
Name: Bartholomew Richard Fairclough
Name: Kuang Shihao
Title: Chairman
Title: Director

United Maritime Corporation
Karean AS
   

/s/ Stamatios Tsantanis  

/s/ Anders Engeset  
Name: Stamatios Tsantanis
Name: Anders Engeset
Title: CFO / Director
Title: Chairman
   

Mr Jonathan Elkington
 

/s/ Mr Jonathan Elkington
  


6 / 6
EX-4.38 11 ef20060832_ex4-38.htm EXHIBIT 4.38
Exhibit 4.38

LOAN AGREEMENT

THIS LOAN AGREEMENT (the "Loan Agreement") is entered into on 31 October 2025.

PARTIES


 (1)
United Maritime Corporation, a company duly incorporated under the laws of the Republic of the Marshall Islands, with business reg. no. 112801 and registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960 Marshall Islands (the "Lender");


(1)
RGI Marine Holding AS, a private limited liability company duly incorporated under the laws of Norway, registered with entity registration number 933 582 361 and registered address at Tjuvholmen allé 1, 0252 Oslo, Norway (the "Borrower"); and


(2)
RGI Marine Ltd. a private company duly incorporated under the laws of England and Wales, with business reg. no. 1332 1268 (“RGI”).

The Lender and the Borrower will together be referred to as the "Loan Parties".

BACKGROUND


 (A)
The Borrower has a strained liquidity situation and is in need of working capital for its general corporate purposes. The Lender has agreed to grant to the Borrower a loan for such purpose.


(B)
RGI and the Lender are shareholders in the Borrower. RGI has not fulfilled its obligation to provide additional funding under the shareholders agreement entered into on 31 July 2024 (as amended to date, the “Shareholders Agreement”) between the shareholders in the Borrower, resulting in a Funding Default as defined therein. As a result of this breach, the Borrower, RGI and the Lender have agreed that RGI shall transfer shares in the Borrower to the Lender in accordance with this Loan Agreement.


(C)
This Loan Agreement shall not be interpreted as a waiver of any rights, claims, or remedies that the Lender may have now or in the future.


(D)
The Borrower and the Lender acknowledge that the intention of the Loan Parties is for this loan to be converted into a convertible loan, subject to approval by the general meeting of the Borrower and other regulatory requirements to validly issue a loan convertible into shares of the Borrower. Due to time constraints, the loan will be entered into with the conversion provisions being conditional upon such approval and regulatory requirements. The board of directors of the Borrower shall, promptly after the entry into of this Loan Agreement, propose to the general meeting that the loan be converted into a convertible loan on the terms and conditions set forth in this Loan Agreement.


(E)
If the general meeting does not approve the conversion of the Loan into a convertible loan, the Loan shall remain an ordinary loan under this Agreement, and the provisions of Clause 6.6 shall apply accordingly.
 
www.kvale.no
- 2 -


 1
LOAN


1.1
Subject to the terms and conditions of this Loan Agreement, the Lender shall provide the Borrower a loan in the principal amount of EUR 2,119,062 (the "Loan").


1.2
The Lender shall pay the Loan to the Borrower's nominated bank account, with bank account number 1251.07.52250 in DNB BANK ASA, once Lender is satisfied that the conditions precedent in clause 2 are met.


1.3
The Loan shall be senior unsecured.


1.4
The Loan shall rank pari passu with all other unsecured and unsubordinated obligations of the Borrower, save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application.


2
CONDITIONS PRECEDENT


2.1
The obligation of the Lender to disburse the Loan is subject to the following conditions being satisfied prior to disbursement:


(i)
The Lender has received this Agreement duly executed by the Borrower;


(ii)
The Lender has received addendums to the Subscription Agreement and to the Shareholder Agreement approving that the Lender grants the Borrower a loan as therein, fully signed by all shareholders of the Borrower; and


(iii)
The board of directors of the Borrower has resolved to approve the Loan on the terms of this Loan Agreement and the addendums of (ii) above.


3
INTEREST


3.1
If the Loan is not converted into a convertible loan as described in Clause 6 and is instead repaid in cash, RGI shall transfer to the Lender 500,000 shares in the Borrower, with share numbers 375,001 to 875,000, without compensation. Such transfer shall constitute the settlement in full of the entire interest amount under the Loan.


4
REPAYMENT AND PREPAYMENT


4.1
The Borrower shall repay the Loan in full, together with accrued interest (where applicable) and all other amounts outstanding under this Agreement, the earliest of (such date the "Repayment Date"):


(a)
In the event that the Borrower within thirty (30) days after the date of the Loan payment has finally agreed with a new investor to raise additional capital for the Borrower, whether by sale of the Borrower's shares in Wind Energy Construction AS or by subscription of shares in the Borrower, in an amount at least equal with the Loan amount (the "Additional Capital"), on such day that the Borrower dispose over the Additional Capital; or


(b)
In all other events, thirty (30) days after the date of the Loan being paid under this Loan Agreement, provided that, if the Loan at such time is submitted for filing as a convertible loan in the Norwegian Enterprise Register but pending registration, as soon as possible after it has been registered as a convertible loan.
 
www.kvale.no
- 3 -


 4.2
In the event of a sale of the Borrower's shares in Wind Energy Construction AS as mentioned in (b) in this Clause, the proceeds shall first be applied towards repayment of the Loan under this Agreement, then in accordance with Clause 3.1 and then any remaining funds shall be distributed to the equity holders of the Borrower on a pro rata basis.


4.3
The Borrower may not re-borrow any part of the Loan which is prepaid or repaid.


5
COVENANT


5.1
As soon as possible following the execution of this Loan Agreement, the board of directors of the Borrower shall pass a resolution to formally propose to an extraordinary general meeting that the Loan be converted into a convertible loan, rendering effective the terms and conditions of clause 6 (Conversion) set out below.


6
CONVERSION


6.1
The provisions of this clause 6 (Conversion) are conditional upon the general meeting’s approval of the issuance of a convertible loan and other regulatory requirements for the valid issue of a convertible loan further to the Companies Act including the provisions of chapter 11 section I (the "Legal Conditions").


6.2
Subject to the satisfaction of the Legal Conditions and the Additional Capital not having been secured within 30 days after the Loan payment date in accordance with clause 4.1 (a), the Lender shall be entitled at its discretion, to demand that the Loan, shall be repaid with shares in the Borrower (the “Conversion”) instead of cash. In order for Conversion to apply, the Lender shall give notice thereof to the board of directors of the Borrower on the Repayment Date.


6.3
The price per share upon Conversion shall be EUR 0.80 per share (the "Conversion Price"). In the event the Borrower carries out any share splits or reverse splits, merger or de-merger or similar, the Conversion Price shall be adjusted as required in order to uphold the economic value of the conversion right for the Lender.


6.4
Conversion shall be effectuated by way of set-off of the Loan against the sum of the aggregate Conversion Price for shares. Only whole shares shall be issued, and any fractional amounts shall be rounded down. Any residual amount shall be repaid in cash on the Repayment Date. Before setting off the Loan against the aggregate Conversion Price, the amount of the Loan and the Conversion Price shall be converted from Euro to Norwegian kroner by using the mid exchange rate for EUR/NOK as published by Norges Bank on the date falling 8 days prior to the Repayment Date.


6.5
Conversion shall take place on the Repayment Date or as closely as possible to the Repayment Date. The Borrower shall be entitled to dispose over the amount of the Loan before the Loan is recorded in the Norwegian Registry of Business Enterprises.


6.6
If the general meeting does not approve the issuance of a convertible loan on the terms of this Loan Agreement or any other of the Legal Conditions are not met, the Loan shall remain a regular loan under this Loan Agreement and be repaid in full, in cash, on the Repayment Date or such earlier date as may be agreed by the Loan Parties.
 
www.kvale.no
- 4 -


 6.7
The Borrower shall ensure that shares issued upon Conversion are recorded in the shareholder register of the Borrower without undue delay after the date of Conversion.


6.8
Shares issued upon Conversion give rights in the Borrower (incl. right of dividends) as of the date of registration of the share capital increase in the Norwegian Registry of Business Enterprises.


6.9
The Lender's right of Conversion for the Loan is non-transferable and the Lender may not assign, pledge or otherwise transfer its Conversion right under this Loan Agreement.


6.10
The parties undertake to execute all documents and take all actions necessary to implement the Conversion.


7
REPRESENTATIONS AND WARRANTIES


7.1
The Borrower represents and warrants to the Lender on the date of this Loan Agreement:


7.1.1
The execution, delivery and performance of the obligations in this Loan Agreement, do not and will not contravene or conflict with:


(c)
its constitutional documents;


(d)
any agreement or instrument binding on it or its assets or constitute a default or termination event (however described) under any such agreement or instrument; or


(e)
any law or regulation or judicial or official order, applicable to it.


7.1.2
It has taken all necessary action and obtained all required or desirable authorisations to enable it to execute, deliver and perform its obligations under this Loan Agreement. All such authorisations are in full force and effect.


7.1.3
Its obligations under this Loan Agreement are legal, valid, binding and enforceable in accordance with its terms.


7.1.4
No Event of Default or potential Event of Default has occurred or is continuing, or is reasonably likely to result from making the Loan or the entry into, the performance of, or any transaction contemplated by this Loan Agreement.


7.1.5
The information, in written or electronic format, supplied by, or on its behalf, to the Lender in connection with this Loan Agreement was, at the time it was supplied or at the date it was stated to be given as the case may be, to the best of its knowledge and belief, having made all due enquiry:


(a)
if it was factual information, complete, true and accurate in all material respects;


(b)
if it was a financial projection or forecast, prepared on the basis of recent historical information and on the basis of reasonable assumptions and was fair and made on reasonable grounds;


(c)
if it was an opinion or intention, made after careful consideration and was fair and made on reasonable grounds; and
 
www.kvale.no
- 5 -


 (d)
not misleading in any material respect, nor rendered misleading by a failure to disclose other information,

except to the extent that it was amended, superseded or updated by more recent information supplied by, or on behalf of, the Borrower to the Lender.


 8
COVENANTS


8.1
The Borrower covenants with the Lender that, as from the date of this Loan Agreement until all its liabilities under this Loan Agreement have been discharged:


8.1.1
As and when required by Lender, the Borrower shall deliver promptly such financial or other information as the Lender may, from time to time, reasonably request relating to the Borrower or its business.


8.1.2
The Borrower will promptly, after becoming aware of them, notify the Lender of any litigation, arbitration or administrative proceedings or claims.


8.1.3
The Borrower will promptly obtain all consents or authorisations necessary and do all that is needed to maintain them in full force and effect under any law or regulation to enable it to perform its obligations under this agreement and to ensure the legality, validity, enforceability and admissibility in evidence of this Loan Agreement in its jurisdiction of incorporation.


8.1.4
The Borrower will comply, in all respect, with all laws, if failure to do so has or is reasonably likely to have a material adverse effect on its business, assets or condition, or its ability to perform its obligations under this Loan Agreement.


8.1.5
The Borrower will promptly notify the Lender of any potential Event of Default or Event of Default and the steps, if any, being taken to remedy it, promptly on becoming aware of its occurrence.


8.1.6
The Borrower will carry on and conduct its business in a proper and efficient manner and will not make any substantial change to the general nature or scope of its business as carried on at the date of this agreement.


9
DEFAULT


9.1
In the event that the Borrower breaches any of the terms of this Loan Agreement, or it becomes clear that the Borrower will not be able to pay interest and/or principal on the Loan on the Repayment Date, if the Borrower becomes unable to pay its debts as they fall due for whatever reason, applies for bankruptcy or reconstruction, enters liquidation process, an arrest is sought for a significant part of its assets or any similar event (each such event a "Event of Default") the Lender may (but is not obliged to) declare that all or part of the Loan together with interest thereon and all other amounts accrued or outstanding under this Loan Agreement are immediately due and payable, whereupon they shall become immediately due and payable, if the Borrower does not rectify such Default (if capable of rectification) within 10 days of such declaration. The same applies in the event it is or becomes unlawful for the Borrower to perform any of its obligations under this Agreement.
 
www.kvale.no
- 6 -


 9.2
In the event that RGI fails to transfer the shares as required under Clause 3.1 within five (5) Business Days after the Repayment Date, RGI shall indemnify the Lender for all losses, costs, and expenses incurred as a result of such failure, including but not limited to the fair market value of the shares that should have been transferred.


10
MISCELLANEOUS


10.1
The Borrower may not assign or transfer any of its rights and obligations under this Agreement without the prior written consent from the Lender.


10.2
Each party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this Loan Agreement and any documents referred to in it.


11
GOVERNING LAW


11.1
This Agreement and any non-contractual obligations arising out of it, or in connection with it, shall be governed by the laws of Norway, with the City Court of Oslo as the court of first instance

The Loan Parties have executed this Agreement on the date set forth on the first page of this Loan Agreement.

(Separate signature page)
 
www.kvale.no
- 7 -

Signature page

For and on behalf of the Lender:
  
United Maritime Corporation
  
   
/s/ Stavros Gyftakis
  
Name: Stavros Gyftakis
  
Position: CFO / Director
  
   
For and on behalf of the Borrower:
  
RGI Marine Holding AS
  
   
/s/ Bartholomew Richard Fairclough
  
Name: Bartholomew Richard Fairclough
  
Position: Chairperson
  
   
For and on behalf of RGI Marine Limited:
  
   
/s/ Bartholomew Richard Fairclough
  
Name: Bartholomew Richard Fairclough
  
Position: Director
  


www.kvale.no
EX-4.40 12 ef20060832_ex4-40.htm EXHIBIT 4.40
Exhibit 4.40

 
 

 
1.
Shipbroker
N/A
2.     Place and date
February 6, 2026
       
 
3.
Owners/Place of business (Cl. 1)
Duke Shipping Co., of Trust Company Complex, Ajeltake Road, Ajeltake Island, MH 96960 Majuro, Marshall Islands
4.     Bareboat Charterers/Place of business (Cl. 1) Duke Maritime Co., of Trust Company Complex, Ajeltake Road, Ajeltake Island, MH 96960 Majuro, Marshall Islands, guaranteed by United Maritime Corporation, of Trust Company Complex, Ajeltake Road, Ajeltake Island, MH 96960 Majuro, Marshall Islands
         
 
5.
Vessel’s name, call sign and flag (Cl. 1 and 3)
Name: M.V. DUKESHIP Flag: MARSHALL ISLANDS IMO: 9402304
    
 
6.
Type of Vessel
Bulk Carrier
7.     GT/NT
GT: 93,385
NT: 60,175
       
 
8.
When/Where built
2010
Sasebo Heavy Industries Co., Ltd.
9.     Total DWT (abt.) in metric tons on summer freeboard
181,453 mt
     
 
10.   Classification Society (Cl. 3)
Lloyd’s Register
11.   Date of last special survey by the Vessel’s classification society
29/06/2025
     
 
12. Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl.3)
 
All of Class Lloyd’s Register certificates, trading, national and international certificates shall be clean, valid at the time of delivery and her continuous survey cycles shall be up to date without extension at the time of delivery
           
 
13.  Port or Place of delivery (Cl. 3)
Safely afloat at an accessible safe berth or anchorage at a safe port or place or at sea worldwide at the Owners’ option
  
14.  Time for delivery (Cl. 4)
Between 2 February
2026 and 27 February
2026 in Owners’ option
  
15.  Cancelling date (Cl. 5)
27 February 2026
           
 
16. Port or Place of redelivery (Cl. 15)
Safely afloat at an accessible safe berth or anchorage at a safe port or place or at sea worldwide, in Charterers’ option
  
17.  No. of months' validity of trading and class certificates upon redelivery (Cl. 15)
N/A
       
 
18.  Running days’ notice if other than stated in Cl. 4
N/A
  
19. Frequency of dry-docking (Cl. 10(g))
As required by class
       

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
 
20.  Trading limits (Cl. 6)
Worldwide Trading always within Institute Warranty Limits (IWL). However, any country designated pursuant to any international (including United Nations or United States or European Union or member state of European Union or United Kingdom ) or regulation imposing trade and economic sanctions, prohibitions or restrictions (which may be amended from time to time during the Charter period), North Korea, and other countries sanctioned / boycotted / banned by UN or USA to be excluded from trading. If the situation of the country(ies) or a country not including in trading is changed, both parties will discuss. Charterers may breach IWL against payment of additional premium / expense.
   
 
21.  Charter period (Cl. 2)
Eighteen (18) months + thirty (30) days at Charterers’
option, from the time of delivery
  
22. Charter hire (Cl. 11) USD
9,450 per day
       
 
23.  New class and other safety requirements (state percentage of Vessel's insurance value acc. to Box 29)(Cl. 10(a)(ii))
See Clause 37
   
 
24.  Rate of interest payable acc. to Cl. 11 (f) and, if applicable, acc. to PART IV
2.0%
  
25.  Currency and method of payment (Cl. 11)
United States Dollars (see also clause 11)
       
 
26.  Place of payment; also state beneficiary and bank account (Cl. 11)
Bank: ALPHA BANK A.E.
Address: 93, Akti Miaouli, 185 38 Piraeus Greece
SWIFT Address:
Beneficiary: DUKE SHIPPING CO.
IBAN: GR71 0140 9600 9600 1500 6035 535
Account No:
USD Correspondent: CITIBANK NA, NEW YORK
399 Park Avenue, New York N.Y. 10022 U.S.A.
SWIFT Address:
  
27.  Bank guarantee/bond (sum and place) (Cl. 24) (optional)
N/A
       
 
28.  Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business) (Cl. 12)
See Clause 33
  
29.  Insurance (hull and machinery and war risks) (state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k)) (also state if Cl. 14 applies)
See Clause 34
       
 
30.  Additional insurance cover, if any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))
N/A
  
31. Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))
N/A
       
 
32.  Latent defects (only to be filled in if period other than stated in Cl. 3)
N/A
  
33. Brokerage commission and to whom payable (Cl. 27)
N/A
       
 
34.  Grace period (state number of clear banking days) (Cl. 28)
Ten (10) banking days (as defined in clause 1)
  
35.  Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30)
See Clause 30(a)
       
 
36.  War cancellation (indicate countries agreed) (Cl. 26(f))
N/A
 
37.  Newbuilding Vessel (indicate with “yes” or “no” whether PART III applies) (optional)
N/A
  
38.  Name and place of Builders (only to be filled in if PART III applies)
N/A
       

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
 
39.  Vessel’s Yard Building No. (only to be filled in if PART III applies)
N/A
  
40.  Date of Building Contract (only to be filled in if PART III applies)
N/A
       
 
41.  Liquidated damages and costs shall accrue to (state party acc. to Cl. 1) a)
N/A
   
 
42.  Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies) (optional)
See Clause 36
  
43.  Bareboat Charter Registry (indicate with “yes” or “no” whether PART V applies) (optional)
No
       
 
44.  Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies)
N/A
  
45.  Country of the Underlying Registry (only to be filled in if PART V applies)
N/A
       
 
46.  Number of additional clauses covering special provisions, if agreed
See Clauses 32 to 44
   
PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall include PART I and 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. It is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter if expressly agreed and stated in Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it is further agreed that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.
 
 
Signature (Owners)
Duke Shipping Co.

/s/ Stamatios Tsantanis
Name: Stamatios Tsantanis
Title: Director

  
Signature (Charterers)
Duke Maritime Co.

/s/ Stavros Gyftakis
Name: Stavros Gyftakis
Title: Director

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter
1.
Definitions
 
In this Charter, the following terms shall have the meanings hereby assigned to them:

“The Owners” shall mean the party identified in Box 3.

“The Charterers” shall mean the party identified in Box 4.
 
“The Vessel” shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12.

"The Charter" means this Bareboat Charter with Rider clauses 32 to 44 as amended from time to time.

"The Parties" jointly refers to both the Owners and the Charterers.
 
"Banking Days" are days on which banks are open in the United States of America (New York), Marshall Islands, Germany and Greece.

“Financial Instrument” means the mortgage, deed of covenant or other such financial security instrument as stated in Box 28 and Clause 33.

2.
Charter Period
 
In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to hire the Vessel for the period stated in Box 21 (“The Charter Period”).

3.
Delivery - See also Clause 32
 
 
(a)         The Owners shall deliver the Vessel seaworthy and in every respect ready in hull, machinery and equipment for service under this Charter. The Charterers waived physical inspection of the Vessel and accepted the Vessel’s classification records. The Charterers hereby waive any right to conduct an underwater inspection of the Vessel prior her delivery.

(b)         The Vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in Box 13. The Vessel shall be properly documented on delivery in accordance with the laws of the flag state indicated in Box 5 and the requirements of the classification society stated in Box 10. The Vessel upon delivery shall have her survey cycles up to date and trading and class certificates valid at the time of the delivery.
 
(c)         The Vessel shall be delivered with her class maintained, free of condition/recommendation. The Owners shall provide the Charterers with Class Maintenance Certificate to be issued by Class Lloyd’s Register and dated not more than three (3) Banking Days prior to the expected date of delivery. The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a full performance by the Owners of all the Owners’ obligations under this Clause 3, and thereafter the Charterers shall not be entitled to make or assert any claim against the Owners on account of any conditions, representations or warranties expressed or implied with respect to the Vessel.   
 
4.
Time for Delivery
 
 
The Vessel shall  be delivered  within the dates indicated in Box 14  at the Owners' option .

PART II
BARECON 2001 Standard Bareboat Charter
  The Owners shall tender the Charterers 5 days' approximate notice with intended delivery port and 1 day’s definite notice for delivery. The Owners shall keep the Charterers closely advised of possible changes in the Vessel’s position. Delivery notices may be waived at Charterers’ discretion.
 
The Charterers shall take delivery of the Vessel within three (3) Banking Days after the Owners have tendered to the Charterers with a "Notice of Readiness for Delivery" (NOR) in accordance with the terms and conditions of this Charter, the date of tendering such NOR exclusive.
 
On the delivery date, as evidence of the commencement of the Charter Period, the Charterers shall sign and deliver to the Owners an Acceptance Certificate.

5.
Cancelling
 
 
(a)          Should the Vessel not be delivered latest by the cancelling date indicated in Box 15, the Charterers shall have the option of cancelling this Charter by giving the Owners notice of cancellation within thirty-six (36) running hours after the cancelling date stated in Box 15, failing which this Charter shall remain in full force and effect.
 
(b)          If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they are in a position to state with reasonable certainty the day on which the Vessel should be ready, give notice thereof to the Charterers asking whether they will exercise their option of cancelling, and the option must then be declared within one hundred and sixty-eight (168) running hours of the receipt by the Charterers of such notice or within thirty-six (36) running hours after the cancelling date, whichever is the earlier. If the Charterers do not then exercise their option of cancelling, the seventh day after the readiness date stated in the Owners’ notice shall be substituted for the cancelling date indicated in Box 15 for the purpose of this Clause 5.

(c)          Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on the Owners under this Charter.
 
In the event that the Charterers cancel this Charter, any part of the Deposit Downpayment, if already remitted, and interest, if any, shall be returned to the Charterers within five (5) Banking Days (see also Clause 32).

6.
Trading Restrictions
 
The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading limits indicated in Box 20.
 
The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as to extra premium or otherwise as the insurers may prescribe.
 
The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which is forbidden by the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction, seizure or confiscation.
 
Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter. This exclusion does not apply to radio-isotopes used or intended to be used for any industrial, commercial, agricultural, medical or scientific purposes provided the Owners’ prior approval has been obtained to loading thereof.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter
7.
Surveys on Delivery and Redelivery
 
N/A
 
 
   
8.
Inspection
 
The Owners shall have the right once per year after giving reasonable notice to the Charterers to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such survey on their behalf, always provided that such inspection or survey does not delay or interfere or delay the normal operation or trading of the Vessel.

(a)          to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained. Such notice to be made no later than 30 days prior the inspection or survey and the Charterers to keep the Owners well informed of the Vessel's itinerary for such inspection purpose. The costs and fees for such inspection or survey shall be paid by the Owners unless the Vessel is found to require repairs or maintenance to meet a condition required by the Classification Society or the Vessel's Flag State in order to achieve the condition so provided;
 
(b)          in dry-dock if the Charterers have not dry-docked Her in accordance with Clause 10(g).

(c)           .
 
The costs, all time used in respect of inspection, survey or repairs shall be for the Charterers’ account and form part of the Charter Period.
 
The Charterers shall also permit the Owners to inspect the Vessel’s log books, whenever reasonably requested, and shall, whenever required by the Owners, furnish them with full information regarding any casualties or other accidents or damage to the Vessel.

9.
Inventories, Oil and Stores
 
The Vessel shall be delivered with everything belonging to the Vessel on board and on shore, including used and/or unused stores, spare parts, radio equipment and navigational aids except the Owners' personal computers with software used for e-mail communication. Provisions and bonded stores shall be delivered to the Charterers without extra compensation.       
 
Excluded from this Charter are also personal effects of Master, Officers and crews including slop chest, log books (copies may be taken by the Charterers), ISM manuals, SMS, SSP (Ship Security Plan), original certificates to be returned to competent authorities, if required, and items being on hire or owned by third parties.
 
The Charterers shall take over and pay extra only for the unused lubricating and hydraulic greases and oils in designated storage tanks, unopened drums and unopened cans remaining onboard at the time of delivery. Remaining lubricating and hydraulic greases and oils shall be paid at Owners' net purchase price excluding any barging costs evidenced by the latest invoices or vouchers. The quantities of the remaining lubricating and hydraulic greases and oils at the time of delivery for the settlement shall be sounded and fixed on an estimation basis latest three (3) days prior to the expected date of delivery of the Vessel.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter
All plans/drawings/instruction manuals (excluding ISM manuals, SMS and SSP) which are onboard shall be delivered to the Charterers 'as they are' upon delivery of the Vessel without extra cost to Charterers.

10.
Maintenance and Operation

(a)          (i) Maintenance and Repairs - During the Charter Period the Vessel shall be in the full possession and at the absolute disposal for all purposes of the Charterers and under their complete control in every respect. The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operating condition and in accordance with good commercial maintenance practice and, if applicable, at their own expense they shall at all times keep the Vessel’s Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times.

(ii)         New Class and Other Safety Requirements - In the event of any improvement, structural changes or new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation, the cost and time of compliance shall be for Charterers’ account. If such new equipment needs to be removed when the Vessel will be redelivered to the Owners, the cost and time of removal shall be for Charterers’ account. Notwithstanding the foregoing, Charterers are allowed to make improvements to the Vessel provided that the cost of same shall be for Charterers’ account and do not devalue the market value of the Vessel, subject to the prior written consent of the Owners.       

(iii)      Financial Security - The Charterers shall maintain financial security or responsibility in respect of third party liabilities as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay. This obligation shall apply whether or not such requirements have been lawfully imposed by such government or division or authority thereof.
 
The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements at the Charterers’ sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or inability to do so.

(b)         Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual, navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including annual flag state fees and any foreign general municipality and/or state taxes. The Master, officers and crew of the Vessel shall be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners.
 
Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel’s flag or any other applicable law.

(c)         The Charterers shall keep the Owners advised of the planned drydocking and major repairs of the Vessel, as reasonably required.

(d)         Flag and Name of Vessel – See also Clauses 33 and 34 During the Charter Period, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their funnel insignia and fly their own house flag. The Charterers shall also have the liberty, with the Owners’ consent, which shall not be unreasonably withheld, to change the flag and/or the name of the Vessel during the Charter Period. Painting and re-painting, instalment and re-instalment, registration and re-registration, if required by the Owners, shall be at the Charterers’ expense and time.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter
(e)         Changes to the Vessel – Subject to Clause 10(a)(ii), the Charterers shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenances or spare parts thereof without in each instance first securing the Owners’ approval thereof. If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of this Charter.
 
(f)          Use of the Vessel’s Outfit, Equipment and Appliances - The Charterers shall have the use of all outfit, equipment, and appliances on board the Vessel at the time of delivery, provided the same or their substantial equivalent shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary wear and tear excepted. The Charterers shall from time to time during the Charter Period replace such items of equipment as shall be so damaged or worn as to be unfit for use. The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Vessel. The Charterers have the right to fit additional equipment, with Owners' prior consent not to be unreasonably withheld or delayed, at the Charterers' expense and risk but the Charterers shall remove such equipment at the end of the period unless Charterers purchase the Vessel upon redelivery . Any equipment including radio equipment on hire on the Vessel at time of delivery shall be kept and maintained by the Charterers and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations. See also Clause 37
 
(g)       Periodical Dry-Docking - The Charterers shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may be required by the Classification Society or the flag state.  

11.
Hire

(a)          The Charterers shall pay hire due to the Owners punctually in accordance with the terms of this Charter in respect of which time shall be of the essence.

(b)         The Charterers shall pay to the Owners for the hire of the Vessel  the amount indicated in Box 22 which shall be payable  monthly in advance, the first lump sum being payable on the date and hour of the Vessel’s delivery to the Charterers. Hire shall be paid continuously throughout the Charter Period. If hire payment date is a national holiday in New York, Germany and Greece, hire to be paid one Banking Day prior to that date.
 
(c)         Payment of hire shall be made in cash without discount free of bank charges in the currency and in the manner indicated in Box 25 and at the place mentioned in Box 26.

(d)          Final payment of hire, if for a period of less than one month, shall be calculated proportionally according to the number of days and hours remaining before redelivery or purchase and advance payment to be effected accordingly.

(e)         Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of. The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last reported or when the Vessel is posted as missing by Lloyd’s, whichever occurs first. Any hire paid in advance to be adjusted accordingly.
 
(f)          Any delay in payment of hire shall entitle the Owners to interest at the rate per annum as agreed in Box 24.    

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter
(g)       Payment of interest due under sub-clause 11(f) shall be made within seven (7)  Banking Days of the date of the Owners’ invoice specifying the amount payable or, in the absence of an invoice, at the time of the next hire payment date.

(h)        Notwithstanding anything to the contrary contained herein, the Charterers shall make all payments under this Charter without any set-off or counter claim whatsoever and free and clear of any withholding or deduction for, or on account of, any present or future income, freight, stamp or other taxes, levies, imposts, duties, fees, charges, restrictions or conditions of any nature except any loss caused by the Owners.

12.
Mortgage - See also Clause 33
 
(only to apply if Box 28 has been appropriately filled in)

 
 
         The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instrument.
 
The Charterers undertake to comply, and provide such information and documents to enable the Owners to comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in the Financial Instrument (including any applicable assignment in favour of the Mortgagee of the Vessel), the Owners’ relevant loan agreement entered into with the Mortgagee, as lender, or as may be directed from time to time during the currency of the Charter by the mortgagee(s) in conformity with the Financial Instrument. The Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions and provisions of the Financial Instrument and agree to acknowledge this in writing in any form that may be required by the mortgagee(s). The Charterers hereby undertake to provide (inter alia) an assignment of their interest in the insurances of the Vessel in the form of a tripartite agreement in form and substance acceptable to the Mortgagee, to be made between the Mortgagee, the Owner and the Charterers, as may be required.
 
 
13.
Insurance and Repairs - See also Clauses 34 and 39

(a)          During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against hull and machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall  approve, which approval shall not be unreasonably withheld or delayed. Such insurances shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and of the Mortgagee, and the Charterers shall be at liberty to protect under such insurances the interests of any managers they may appoint. Insurance policies shall cover the Owners and the Charterers according to their respective interests.
 
Subject to the provisions of the Financial Instrument and the agreed loss payable clauses, if any, and the approval of the Owners and the insurers, the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the extent of coverage under the insurances herein provided for.
 
The Charterers also to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances.
 
All time used for repairs under the provisions of sub-clause 13(a) and for repairs of latent defects   including any deviation, shall be for the Charterers’ account.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter
(b)        
 
(c)         
 
(d)       Subject to the provisions of the Financial Instrument and the agreed loss payable clauses, if any, should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 13(a), all insurance payments for such loss shall be paid  and the moneys distributed between the Owners, the Charterers and the Mortgagee  in accordance with Clause 39 and the agreed loss payable clauses. The Charterers undertake to notify the Owners and the Mortgagee,  of any occurrences in consequence of which the Vessel is likely to become a total loss as defined in this Clause.

(e)          The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss.

(f)          For the purpose of insurance coverage against hull and machinery and war risks under the provisions of subclause 13(a), the value of the Vessel is the sum indicated in Box 29.

14.
Insurance, Repairs and Classification
 



Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter

15.
Redelivery
 
At the expiration of the Charter Period unless the Charterers have earlier exercised their purchase obligation or options the Vessel shall be redelivered by the Charterers to the Owners at a safe and ice-free port or place or at sea as indicated in Box 16, in such ready safe berth or anchorage or at sea as the  Charterers may direct. The Charterers shall give the Owners not less than twenty (20), ten (10) and seven (7) running days’ preliminary notice of expected date, range of ports of redelivery or port or place of redelivery and not less than ), five (5) and one (1) running days’ definite notice of expected date and port or place of redelivery. The Owners may waive any notices at their discretion.
 
Any changes thereafter in the Vessel’s position shall be notified immediately to the Owners.
 
The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel within the Charter Period. Notwithstanding the above, should the Charterers fail to redeliver the Vessel within the Charter Period due to the fault of the Charterers, the Charterers shall pay the daily equivalent to the rate of hire stated in Box 22 plus 10 per cent or to the market rate, whichever is the higher, for the number of days by which the Charter Period is exceeded. All other terms, conditions and provisions of this Charter shall continue to apply.
 
Subject to the provisions of Clause 10, the Vessel shall be redelivered to the Owners in the same or as good structure, state, condition and class as that in which she was delivered, fair wear and tear not affecting class excepted.
 
The Vessel upon redelivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 17, if applicable.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter
16.
Non-Lien
 
The Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the Owners or of the Mortgagee in the Vessel. The Charterers further agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice reading as follows:
 
“This Vessel is the property of (name of Owners). It is under charter to (name of Charterers) and by the terms of the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or permit to be imposed on the Vessel any lien whatsoever.”

17.
Indemnity

(a)         The Charterers shall upon the Owners’ demand, indemnify the Owners, in each case as properly documented and evidenced, against any loss, damage or expense incurred by the Owners arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period. If the Vessel be arrested or otherwise detained by reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.
 
Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.

(b)          If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.
 
In such circumstances the Owners shall indemnify the Charterers against any loss, damage or documented expense incurred by the Charterers (including hire paid under this Charter) as a direct consequence of such arrest or detention.

18.
Lien
 
The Owners to have a lien upon all cargoes, sub-hires and sub-freights belonging or due to the Charterers or any sub-charterers and any Bill of Lading freight for all claims under this Charter, and the Charterers to have a lien on the Vessel for all moneys paid in advance and not earned.

19.
Salvage
 
All salvage and towage performed by the Vessel shall be for the Charterers’ benefit and the cost of repairing damage occasioned thereby shall be borne by the Charterers.

20.
Wreck Removal
 
In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation.

21.
General Average
 
The Owners shall not contribute to General Average.

22.
Assignment, Sub-Charter and Sale

(a)         The Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior consent in writing of the Owners and the Mortgagee, which shall not be unreasonably withheld, and subject to such terms and conditions as the Owners and the Mortgagee, shall approve.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter
(b)         The Owners shall not sell the Vessel during the currency of this Charter except with the prior written consent of the Charterers, which shall not be unreasonably withheld or delayed, and subject to the buyer accepting an assignment of this Charter.
 
23.
Contracts of Carriage

(a) * The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and conditions agreed in respect of carriage of goods shall contain a paramount clause incorporating any legislation relating to carrier’s liability for cargo compulsorily applicable in the trade; if no such legislation exists, the documents shall incorporate the Hague Rules or the Hague-Visby Rules. The documents shall also contain the New Jason Clause and the Both-to-Blame Collision Clause.

(b)              
 
 
 
 
 
25.
Requisition/Acquisition

(a)        Subject to the provisions of the Financial Instrument, in the event of the Requisition for Hire of the Vessel by any governmental or other competent authority (hereinafter referred to as “Requisition for Hire”) irrespective of the date during the Charter Period when “Requisition for Hire” may occur and irrespective of the length thereof and whether or not it be for an indefinite or a limited period of time, and irrespective of whether it may or will remain in force for the remainder of the Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time when the Charter would have terminated pursuant to any of the provisions hereof always provided however that in the event of “Requisition for Hire” any Requisition Hire or compensation received or receivable by the Owners shall be payable to the Charterers during the remainder of the Charter Period or the period of the “Requisition for Hire” whichever be the shorter.

(b)         In the event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as “Compulsory Acquisition”), then, irrespective of the date during the Charter Period when “Compulsory Acquisition” may occur, this Charter shall be deemed terminated as of the date of such “Compulsory Acquisition”. In such event Charter Hire to be considered as earned and to be paid up to the date and time of such “Compulsory Acquisition”.

26.
War

(a)        For the purpose of this Clause, the words “War Risks” shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter
(b)         The Vessel, unless the written consent of the Owners be first obtained and adequate insurances are obtained, shall not continue to or go through any port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, the Owners shall have the right to require the Vessel to leave such area.

(c)         The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent’s right of search and/or confiscation.
 

(d)          The Charterers shall have the liberty:

(i)     to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

(ii)      to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii)     to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement.

(e)          In the event of outbreak of war

(i)      

(ii)     hire shall continue to be paid in accordance with Clause 11 and except as aforesaid all other provisions of this Charter shall apply until redelivery.

 
  
 
 
 
 
Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter
28.
Termination

(a)          Charterers’ Default
 
The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter with immediate effect by written notice to the Charterers if:

(i)   the Charterers fail to pay hire in accordance with Clause 11. However, where there is a failure to make punctual payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers or their bankers, the Owners shall give the Charterers written notice of the number of clear  Banking  Days stated in Box 34 (as recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such number of days following the Owners’ notice, the payment shall stand as regular and punctual.
 
Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners’ notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and terminate the Charter without further notice;

(ii) the Charterers fail to comply with the requirements of:

(1) Clause 6 (Trading Restrictions)

(2) Clause 13(a) (Insurance and Repairs)
 
provided that the Owners, by written notice to the Charterers,  give the Charterers  21 Banking Days grace within which to rectify the failure without prejudice to the Owners’ right to withdraw and terminate under this Clause if the Charterers fail to comply with such notice;
 
(iii)    the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance and Repairs)  within 21 Banking Days after the Owners have requested them in writing so to do and in any event so that the Vessel’s insurance cover is not prejudiced.
 
(iv)     the Charterers (or their guarantor) fails to make any payment to the Owners in accordance with clause 36 (Purchase Options and Purchase Obligation) of this Charter. However, where there is failure to make punctual such payment due to oversight, negligence, errors or omissions on the part of the Charterers (or their guarantor) or their financiers, the Owners shall give the Charterers written notice of the number of clear banking days stated in Box 34 (as recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such number of days following the Owners’ notice, the payment shall stand as regular and punctual. Failure by the Charterers to pay the relevant amounts within the number of days stated in Box 34 of their receiving the Owners’ notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and terminate the Charter without further notice.

(b)          Owners’ Default
 
If the Owners shall by any act or omission be in breach of their obligations under this Charter to the extent that the Charterers are deprived of the use of the Vessel and such breach continues for a period of twenty one (21) Banking Days after written notice thereof has been given by the Charterers to the Owners, the Charterers shall be entitled to terminate this Charter with immediate effect by written notice to the Owners.

(c)          Loss of Vessel See also Clause 39
 
This Charter shall be deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss. For the purpose of this sub-clause, the Vessel shall not be deemed to be lost unless she has either become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter
(d)         Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

(e)         The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to the date of termination and to any claim that either party might have.

29.
Repossession
 
In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28, the Owners shall have the right to repossess the Vessel from the Charterers at her current or next port of call, or at a port or place convenient to them without hindrance or interference by the Charterers, courts or local authorities. Pending physical repossession of the Vessel in accordance with this Clause 29, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners’ representative. All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers’ Master, officers and crew shall be the sole responsibility of the Charterers.

30.
Dispute Resolution
 
a)*
This Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.
 
The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.
 
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.
 
Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.
 
In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

    

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter
  

  

          Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this Contract.
 
In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the following shall apply:

(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written notice (the “Mediation Notice”) calling on the other party to agree to mediation.

(ii)      The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal (“the Tribunal”) or such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

(iii)     If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.

(iv)     The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect its interest.

(v)      Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration.

(vi)     Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator’s costs and expenses.

(vii)    The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration.
 
(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)
 
 
 
*Sub-clauses 30(a), 30(b) and 30(c) are alternatives; indicate alternative agreed in Box 35.

31.
Notices

(a)          Any notice to be given by either party to the other party shall be in writing and may be sent by e-mail or registered or recorded mail or by personal service.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter
(b)         The address of the Parties for service of such communication shall be as follows:  
 
For Owners:
 
c/o 154 Vouliagmenis Avenue, 166 74 Glyfada, Athens, Greece

Attention: Ms. Theodora Mitropetrou

Tel:
 
E-mail :

For Charterers:
 
c/o 154 Vouliagmenis Avenue, 166 74 Glyfada, Athens, Greece

Attention: Mr. Stavros Gyftakis
 
Email:

Tel:

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter





BIMCO SmartCon

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter
 
 
 
  
    
 
 
 
Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.
PART II
BARECON 2001 Standard Bareboat Charter
 

BIMCO SmartCon

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
BARECON 2001 Standard Bareboat Charter

ADDITIONAL CLAUSES TO M/V "DUKESHIP" BAREBOAT CHARTER AGREEMENT DATED FEBRUARY 6, 2026

32.
Downpayment

a)          As security for the correct fulfillment of this Charter, the Charterers shall make a downpayment of US$5,500,000 (United States Dollars Five Million and Five Hundred Thousand only) in cash (hereinafter called the “Deposit Downpayment”). Fifty percent (50%) of the Deposit Downpayment, i.e. US$2,750,000, to be paid upon signing of this Charter and the remaining fifty percent (50%), i.e. US$2,750,000, to be paid on the date of delivery. In case the time between the date of signing of this Charter and the delivery date is less than ten (10) Banking Days, the Charterers shall pay the full amount of the Deposit Downpayment on the delivery date.

b)          If this Charter terminates under sub-clause (b) of Clause 28 or in case of Clause 5, the Owners shall refund the Deposit Downpayment, if already paid, to the Charterers and the Charterers shall have the right to claim their further losses, if any.

c)           If this Charter terminates under sub-clause (a) of Clause 28, the Owners shall not be liable to return the Deposit Downpayment to the Charterers and may have the right to claim their further losses, if any.
 
33.
Mortgage and Assignment

a)          With the exception that the Owners shall be entitled to assign their rights, title and interest in and to this Charter by way of security to Alpha Bank S.A. (the “Mortgagee”), neither Party shall assign its right or obligations or any part thereof to any third parties without the written consent of the other.

b)           The Owners have registered a first priority mortgage on the Vessel in favor of the Mortgagee securing a loan under the relevant loan agreement under standard mortgage and security documentation and the Owners undertake to procure from the Mortgagee a letter of quiet enjoyment in a form and substance reasonably satisfactory to the Charterers (the “Letter of Quiet Enjoyment”).

c)           The Charterers agree to sign an acknowledgement of the Owners’ charter hire assignment (in form and substance satisfactory to the Charterers and the Mortgagee acting reasonably) or any other comparable document reasonably required by the Mortgagee, in favor of the Mortgagee (on the basis that this does not impose any greater liability to the Charterers than the liabilities they have under this Charter).
 
34.
Insurance

a)          For hull and machinery insurance purposes, the insured amount shall be an amount determined by the Charterers but shall be the greater of (i) 125% of the Outstanding Finance Amount and (ii) the applicable Market Value of the Vessel at the relevant time.

b)           In respect of partial losses, any payment by insurers/underwriters not exceeding US$650,000 shall be paid directly to the Charterers, who shall apply the same to effect the repairs in respect of which payment is made. Any moneys in excess of US$650,000 payable under such insurance, other than Total Loss, shall be paid to the Charterers subject to the prior written consent of the Owners and the Mortgagee, but such consent shall not be unreasonably withheld. If the Charterers or the Vessel’s insurers/underwriters request the Owners’ consent or authority for making a payment to a ship repairer on account of repairs being made to the Vessel as a result of it suffering such a partial loss, then, the Owners shall not unreasonably withheld or delay giving such consent or authority. In the absence of such prior written consent, the money shall be paid to the Owners or the Owners’ bank. In case of repair work being expected exceeding US$300,000, the Charterers will inform the Owners of details in a timely manner.

1
ADDITIONAL CLAUSES TO M/V "DUKESHIP" BAREBOAT CHARTER AGREEMENT DATED FEBRUARY 6, 2026

c)          Hull and machinery insurance shall be taken out and maintained to be effective in the name of the Charterers with the Owners as co-assured with the insurers against such fire and usual marine risks; and

d)         P&I Club insurance shall be effected by an entry or entries of the Vessel with or in any P&I Club to protect and indemnify the Owners as co-assured and the Vessel against all P&I risks (including, but not limited to, pollution spillage and leakage risks).
 
35.
Optional Periods
 
Subject to Box 21, there are no options to extend the Charter.

36.
Purchase Options and Purchase Obligation

a)          The Charterers shall have the option to purchase the Vessel on a strictly “as is where is” basis from the Owners during the first six (6) months from the commencement date of the Charter Period, subject to the Charterers paying to the Owners the Outstanding Finance Amount together with a fee calculated at a rate of two point five per cent. (2.5%) of such Outstanding Finance Amount. The Charterers shall thereafter have the options to purchase the Vessel on a strictly “as is where is” basis from the Owners by paying after the sixth (6th) month and until the twelfth (12th) month from the commencement date of the Charter Period, the Outstanding Finance Amount together with a fee calculated at a rate of one point five per cent. (1.5%) of such Outstanding Finance Amount, after the twelfth (12th) month and until the eighteenth (18th) month from the commencement date of the Charter Period, the Outstanding Finance Amount together with a fee calculated at a rate of zero point five per cent. (0.5%) of such Outstanding Finance Amount (each, the “Purchase Option Price”) (the “Purchase Options”). The Charterers shall exercise any of the above Purchase Options as to be specified in a written notice to the Owners. The Charterers (or their financiers) shall pay such relevant amounts in cash to the Owners upon transfer of title of the Vessel pursuant to the Sale Contract (as defined below) which shall be agreed between Owners and Charterers in accordance with sub-paragraph (c) of this Clause.

b)           At the end of the Charter Period, the Charterers shall be obliged to purchase the Vessel for US$22,050,000 (United States Dollars Twenty-Two Million and Fifty Thousand only) in cash on a strictly “as is where is” basis (the “Purchase Obligation Price”). The Charterers (or their financiers) shall pay the Purchase Obligation Price in cash to the Owners upon transfer of title of the Vessel pursuant to the Sale Contract (as defined below) which shall be agreed between Owners and Charterers in accordance with sub-paragraph (c) of this Clause.

c)           A separate sale and purchase contract (the “Sale Contract”) shall be agreed and entered into between the Charterers, as buyer and the Owners, as seller on standard Norwegian Saleform 2012 terms in relation to the sale of the Vessel from the Owners to the Charterers, following the exercise of any of the Purchase Options or the Purchase Obligation abovementioned.

2
ADDITIONAL CLAUSES TO M/V "DUKESHIP" BAREBOAT CHARTER AGREEMENT DATED FEBRUARY 6, 2026

37.
Improvements and Additions

a)           The Charterers shall maintain, equip and operate the Vessel so as to comply in all respects with the provisions of all laws and regulations of the Vessel’s flag country and of any other country or jurisdiction within which the vessel may operate.

b)           The Charterers shall have the right to fit additional equipment to the Vessel and to make one or more improvements and additions to the Vessel at their expense and risk, subject to the provisions of this Charter.

c)          The Charterers, subject to Owners’ consent, shall also have the right to make structural or non–severable improvements and additions to the Vessel at their own cost, expense and risk provided that such improvements and additions shall not, or be reasonably likely to, diminish the market value of the Vessel or prejudice its marketability, in either case, in a material way.

d)          With reference to the above second and third paragraphs, in the event that the Charterers fit additional equipment and/or make improvement, the Charterers shall give notice to the Owners of its details before completion of such fitting and/or improvement.

e)         In the event of any structural changes to the Vessel or installation of new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation, such as but not limited to Ballast Water Treatment System, the cost of measures needed for compliance shall be for the Charterers’ account.
 
38.
Quiet Enjoyment

a)           The Owners agree and undertake that during the period of the Charter they will not interfere in any way whatsoever with or delay the quiet use, possession and enjoyment of the Vessel by the Charterers provided that (i) the Charterers perform their obligation under this Charter, (ii) there are no grounds entitling the Owners to terminate the chartering of the Vessel to the Charterers under this Charter and (iii) notice of the Owners intention to terminate the Charter has not been served on the Charterers.

b)          The Owners shall ensure that the Mortgagee of the Vessel provides the Charterers with a Letter of Quiet Enjoyment in accordance with the terms of this Clause and Clause 33 above.
 
39.
Total Loss Proceeds
 
a)         All moneys payable under the insurances effected by the Charterers, or other compensation, in respect of a Total Loss of the Vessel shall be received in full by the Owners (or the Mortgagee as assignee thereof) and applied by the Owners (or, as the case may be, the Mortgagee):
 
FIRSTLY, in payment of all the Owners’ or the Charterers’ costs incidental to the collection thereof, SECONDLY, in or towards payment to the Owners (to the extent that the Owners have not already received the same in full) of a sum equal to the Outstanding Finance Amount as of the date of the Total Loss, and

3
ADDITIONAL CLAUSES TO M/V "DUKESHIP" BAREBOAT CHARTER AGREEMENT DATED FEBRUARY 6, 2026
 
THIRDLY, in payment of any surplus to the Charterers by way of compensation for early termination.
 
40.
Extra Payments
 
In addition to above payments, the following costs are payable by the Charterers:
 
a)
Annual flag maintenance fees, including tonnage tax of the Marshall Islands.
 
b)
All other documentation and works required due to flag, if applicable, and ownership change due to the exercise of a Purchase Option or in the case of the Purchase Obligation, including change of DOC/SMC/ISSC/MLC/CLC, class certificates, change of country name on hull, change of radio and navigational aids registration, annual tonnage tax of the flag country throughout the Charter Period, including any applicable agent fees.
 
41.
Representations and Warranties
 
Each Party represents and warrants to the other Party that:
 
a)
it is duly incorporated and validly existing and in good standing under the laws of its place of incorporation;
 
b)
it has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it, to execute and to comply with this Charter;
 
c)
all the consents referred to in paragraph (b) above remain in force and nothing has occurred which makes any of them liable to revocation;
 
d)
this Charter constitutes legal, valid and binding obligations enforceable against it in accordance with its terms;
 
e)
the execution by it of this Charter and its compliance with this Charter will not involve or lead to a contravention of:


(i)
any law or regulation;
 

 (ii)
its constitutional documents; or
 

 (iii)
any material contractual or other material obligation or material restriction which is binding on it or any of its assets.
 
42.
Novation of Existing Time Charterparty
 
The Charterers hereby undertake to perform the Time Charterparty dated 22nd October 2025, as amended to date, originally entered into between the Owners, as owners and Solebay Shipping Cape Company Limited, as time charterers (the “Time Charterparty”), replacing the Owners and assuming all their rights and obligations under the Time Charterparty by entering into a Novation Agreement to be agreed between the Charterers, the Owners and the Time Charterers.

4
ADDITIONAL CLAUSES TO M/V "DUKESHIP" BAREBOAT CHARTER AGREEMENT DATED FEBRUARY 6, 2026
43.
General
 
a)
The terms and conditions of this Charter shall not be varied otherwise than by an instrument in writing executed by or on behalf of the Owners and the Charterers.
 
b)
If, at any time, any provision of this Charter is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
 
c)
This Charter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Charter.
 
d)
This Charter constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
 
e)
A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Charter.
 
44.
Additional Definitions
 
In this Charter, the following terms shall have the meanings hereby assigned to them:
 
“Finance Amount” means i) the aggregate Charter Hire (as specified in Box 22) for the Charter Period (as specified in Box 21) and ii) the Purchase Obligation Price.
 
“Market Value” means the arithmetic mean of the valuations shown by two (2) valuation reports addressed to the Owners and prepared at the Charterers’ cost on a date no earlier than forty (40) days prior to the relevant date of determination and issued by an independent third-party reputable shipbroker company acceptable by the Owners and the Charterers.

“Outstanding Finance Amount” means, on any relevant date, (i) the Finance Amount minus (ii) the aggregate Charter Hire (as specified in Box 22) which has been paid by the Charterers and received by the Owners as at such date.

For the Owners
For the Charterers
   
Signed by: /s/ Stamatios Tsantanis   Signed by: /s/ Stavros Gyftakis
Name: Stamatios Tsantanis Name: Stavros Gyftakis
Title: Director Title: Director


5
EX-4.41 13 ef20060832_ex4-41.htm EXHIBIT 4.41
Exhibit 4.41

Date: 6 February 2026

To: Duke Shipping Co. of Trust Company Complex, Ajeltake Road, Ajeltake Island, MH 96960 Majuro, Marshall Islands (the “Owners” or “you”)

Dear Sirs,
GUARANTEE

In consideration of the entry into by you, as owners, of a Bareboat Charter Party (hereinafter called the “BBCP”) dated 6 February 2026, with Duke Maritime Co., of the Republic of the Marshall Islands (the “Charterers”) as charterers for the bareboat chartering of the vessel "Dukeship” with IMO number 9402304 (hereinafter called the “Vessel”) we, the undersigned, as the primary obligor, guarantee to you and your successors and assignees the due and punctual performance by the Charterers of all its liabilities, obligations and responsibilities under the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto.

If, at any time, default is made by the Charterers in the performance and/or observance of any term, provision, condition, obligation or agreement, or in any other matter or thing pertaining to the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto, or in the payment of any sums payable pursuant thereto which are to be complied with by the Charterers, its successors or assignees, then we will perform, or cause to be so performed, all terms, provisions, conditions, obligations and agreements contained in the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto, and will pay, as our own debt and within seven (7) Banking Days on demand, any sum that is due and payable in consequence of the non-performance by the Charterers, its successors and assignees, of any of the said terms, provisions, conditions, obligations and agreements.

Any demand made by you under this guarantee shall be made in writing signed by an authorized signatory of you and shall specify the default of the Charterers and shall be accompanied by a copy of the notice of such default served on the Charterers by you together with a statement (if any) that the Charterers have failed to remedy such default within any applicable grace period.


We hereby agree to indemnify you on demand and keep you indemnified against all costs, expenses, claims, liabilities, and fees (including, but not limited to, reasonable and documented legal fees) thereon suffered or incurred by you, directly as a result of any breach or non-performance of, or non-compliance by the Charterers with, any of its obligations under or pursuant to the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto, or as a result of any of those obligations being or becoming void, voidable or unenforceable.

We hereby affirm and consent to any and all amendments, changes or modifications to be hereafter made to the BBCP without requesting any further notice and without such amendments, changes or modifications in any way affecting, changing or releasing us from our obligations given under this guarantee.

We hereby represent, warrant and undertake, that:


 a)
We have full power, authority and capacity to enter into and perform our obligations under this guarantee and have taken all necessary corporate or other action (as the case may be) required to enable us to do so and our entry into of this guarantee will not exceed any power in our constitutional documents;


b)
This guarantee constitutes valid and legally binding obligations of us enforceable in accordance with its terms;


c)
All consents, licenses, approvals and authorizations of governmental authorities and agencies required to make this guarantee valid, enforceable and admissible in evidence and to authorize and permit the execution, delivery and performance of this guarantee by us have been obtained or made and will remain in full force and effect and there has been no default in the observance of any of the terms or conditions of any of them;


d)
We have not taken nor received, and undertake that until all the obligations of the Charterers under the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto have been paid or discharged in full we will not take or receive, the benefit of any security from the Charterers or any other person in respect of our obligations under this guarantee;


e)
We will inform you of any occurrence of which we become aware which might adversely affect the ability of us to perform our obligations under this guarantee and will from time to time, if so reasonably requested by you, confirm to you in writing that, save as otherwise stated in such confirmation, no event of default under the BBCP has occurred and is continuing; and



f)
We will not assign or transfer any of our rights or obligations under this guarantee.

This guarantee:


 a)
shall become effective upon signing of the BBCP and shall only become null and void upon the fulfillment of all obligations of the Charterers under the BBCP whereafter this guarantee shall be immediately returned to us; and


b)
shall be in addition to, and shall not be prejudiced or affected by, any other security for the obligations of the Charterers which may be from time to time held by you.

The provisions of clause 31 (Notices) of the BBCP shall apply (mutatis mutandis) to this guarantee.

This guarantee, and all rights and obligations arising hereunder shall be governed by and construed and determined and may be enforced in accordance with the Laws of England.

Any dispute arising out of in connection with this guarantee shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this clause.

The arbitration shall be conducted under and in accordance with London Maritime Arbitrator Association (L.M.A.A.) terms and conditions current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.


In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

For and on behalf of
UNITED MARITIME CORPORATION. (as the “Guarantor”)

/s/ Stavros Gyftakis
  
Name: Stavros Gyftakis
  
Title: Chief Financial Officer
  


EX-4.42 14 ef20060832_ex4-42.htm EXHIBIT 4.42
Exhibit 4.42

   

1.
Shipbroker
 2.
Place and date

5 March 2026
3.
Owners/Place of business (Cl. 1)

INSIGHT 40 HOLDING LIMITED, a company
incorporated under the laws of Hong Kong with limited liability and business registration number 77909526 whose registered office is at Room 1911, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong, and registered as a Foreign Maritime Entity in the Republic of Liberia with registration number F-919699 whose registered address is at 80 Broad Street, Monrovia, Republic of Liberia

(The “Owners” which expression includes its successors and assigns)
 4.
Bareboat Charterers/Place of business (Cl. 1)

NISEA MARITIME CO., a corporation incorporated and validly existing under the laws of the Republic of Liberia with registration number C-126981 whose registered address is at 80 Broad Street, Monrovia, Republic of Liberia
       
5.
Vessel’s name, call sign and flag (Cl. 1 and 3)

Vessel's name: Nisea

Call sign: 5LQM8

Flag: The Republic of Liberia
       
6.
Type of Vessel

Bulk Carrier
 7.
GT/NT

GT: 43,715

NT: 27,753
       
8
When/Where built

2016

Oshima Shipbuilding Co., Ltd.
 9.
Total DWT (abt.) in metric tons on summer

freeboard

82,235
       
10.
Classification Society (Cl. 3)

DNV
 11.
 Date of last special survey by the Vessel’s classification society

N/A
       
12.
Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3)

N/A
   

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
13.
Port          or          Place          of delivery (Cl. 3)

Back to back delivery under the MOA
14.
Time for delivery (Cl. 4)

SEE CLAUSE 34
(Delivery of Vessel)
15.
Cancelling date (Cl. 5)

SEE CLAUSE 33
(Cancellation)
           
16.
Port or Place of redelivery (Cl. 15)

SEE CLAUSE 40.5
17.
No. of months' validity of trading and class certificates upon redelivery (Cl. 15)

SEE CLAUSE 40.5
       
18.
 Running days’ notice if other than stated in Cl. 4

N/A
19.
Frequency of dry-docking (Cl. 10(g))

SEE CLAUSE 10(g)
       
20.
  Trading limits (Cl. 6)

Worldwide within International Navigating Limits, please also see clauses 46.1(r), 46.1(s), 46.1 (ee), 46.1(ff) (Charterers' Undertakings)
 
 
21.
 Charter period (Cl. 2)

SEE CLAUSE 32 (Charter Period)
22.
Charter hire (Cl. 11)

SEE CLAUSE 36 (Charterhire)
       
23.
New class and other safety requirements (state percentage of Vessel's insurance value acc. to Box 29)(Cl. 10(a)(ii))

SEE CLAUSE 38 (Insurance)
     
24.
Rate of interest payable acc. to Cl. 11 (f) and, if applicable, acc. to PART IV

SEE CLAUSE 36 (Charterhire)
25.
Currency and method of payment (Cl. 11)

USD/BANK TRANSFER
       
26.
Place of payment; also state beneficiary and bank account (Cl. 11)

Such account as the Owners may notify the Charterers from time to time
27.
Corporate guarantee (Cl. 24) (optional)

SEE CLAUSE 24 (Corporate Guarantee)
       
28.
Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business) (Cl. 12)

SEE CLAUSES 12(b) and 58 (Changes to the Parties)
29.
Insurance (hull and machinery and war risks) (state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k)) (also state if Cl. 14 applies)

SEE CLAUSE 38 (Insurance)- CLAUSE 14 DOES NOT APPLY
       
30.
Additional insurance cover, if any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))

SEE CLAUSE 38 (Insurance)
 31.
Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))

SEE CLAUSE 38 (Insurance)
       
32.
Latent defects (only to be filled in if period other than stated in Cl. 3)

N/A
 33.
Brokerage commission and to whom payable (Cl. 27)

N/A

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
34.
Grace period (state number of clear banking days) (Cl. 28)

N/A
 35.
Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30)

-SEE CLAUSE 30 (Dispute Resolution)
       
36.
War cancellation (indicate countries agreed) (Cl. 26(f))

N/A
       
37.
Newbuilding Vessel (indicate with "yes" or "no" whether PART Ill applies) (optional)

No, Part III does not apply
 38.
Name and place of Builders (only to be filled in if PART III applies)

N/A
       
39.
Vessel's Yard Building No. (only to be filled in if PART III applies)

N/A
40.
Date of Building Contract (only to be filled in if PART III applies)

N/A
       
41.
Liquidated damages and costs shall accrue to (state party acc. to Cl. 1)

(a)  N/A
 
(b)

(c)
       
42.
Hire/Purchase agreement (indicate with "yes" or "no" whether PART IV applies) (optional)

NO, PART IV DOES NOT APPLY
 43.
Bareboat Charter Registry (indicate with "yes" or "no" whether PART V applies) (optional)

NO, PART V DOES NOT APPLY
       
44.
Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies)

N/A
45.
Country of the Underlying Registry (only to be filled in if PART V applies)

N/A
       
46.
Number of additional clauses covering special provisions, if agreed

CLAUSE 32 (Charter Period) TO CLAUSE 61 (Definitions) AND SCHEDULE 1 TO SCHEDULE 2
       
 
PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall include PART I and PART II and the Additional Clauses. In the event of a conflict of conditions, the provisions of the Additional Clauses shall prevail over the provisions of PART I and PART II to the extent of such conflict but no further. It is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter if expressly agreed and stated in Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it is further agreed that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.
 
  Signature (Owners)   Signature (Charterers)
  /s/ CHEN KEQI    
       
  Name: CHEN KEQI
   Name:
  Title: Attorney-in-fact   Title: Attorney-in-fact

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
34.
Grace period (state number of clear banking days) (Cl. 28)

N/A
 35.
Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated ( Cl. 30)

-SEE CLAUSE 30 (Dispute Resolution)
       
36.
War cancellation (indicate countries agreed) (Cl. 26(f))

N/A
       
37.
Newbuilding Vessel (indicate with "yes" or "no" whether PART Ill applies) (optional)

No, Part III does not apply
 38.
Name and place of Builders (only to be filled in if PART III applies)

N/A
       
39.
Vessel's Yard Building No. (only to be filled in if PART III applies)

N/A
 40.
Date of Building Contract (only to be filled in if PART Ill applies)

N/A
       
41.
 Liquidated damages and costs shall accrue to (state party acc. to Cl. 1)

(a) N/A

(b)

(c)
    
       
42.
Hire/Purchase agreement (indicate with "yes" or "no" whether PART IV applies) (optional)

NO, PART IV DOES NOT APPLY
 43.
Bareboat Charter Registry (indicate with "yes" or "no" whether PART V applies) (optional)

NO, PART V DOES NOT APPLY
       
44.
44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies)

N/A
 45.
45. Country of the Underlying Registry (only to be filled in if PART V applies)

N/A
       
46.
Number of additional clauses covering special provisions, if agreed

CLAUSE 32 (Charter Period) TO CLAUSE 61 (Definitions) AND SCHEDULE 1 TO SCHEDULE 2


   
 
PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall include PART I and PART II and the Additional Clauses. In the event of a conflict of conditions, the provisions of the Additional Clauses shall prevail over the provisions of PART I and PART II to the extent of such conflict but no further. It is further mutually agreed that PART Ill and/or PART IV and/or PART V shall only apply and only form part of this Charter if expressly agreed and stated in Boxes 37, 42 and 43. If PART Ill and/or PART IV and/or PART V apply, it is further agreed that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART Ill and/or PART IV and/or PART V to the extent of such conflict but no further.

  Signature (Owners)   Signature (Charterers)
      /s/ Maria Maroula Tzortzatou
       
  Name: CHEN KEQI
   Name: Maria Maroula Tzortzatou
  Title: Attorney-in-fact   Title: Attorney-in-fact
       

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
 
1
 1. Definitions

2
In this Charter capitalised terms not otherwise defined herein have the meaning given to them in the Additional Clauses and, the following terms shall have the meanings hereby assigned to them:

"Additional Clauses" means Clause 32 (Charter Period) to Clause 61 (Definitions) appended to this Charter;
 
3
“The Owners” shall mean the party identified in Box 3;
 
4
“The Charterers” shall mean the party identified in Box 4;
 
5
“The Vessel” shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12.
 
 
8
2. Charter Period

9
In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to
10
hire the Vessel for the period stated in Box 21 (“The Charter Period”). See also Clause 32 (Charter Period).
 
11
 3. Delivery

12
(not applicable when Part III applies, as indicated in Box 37)

 
15
The Vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in
16
Box 13.
 
17
 (b) The Vessel shall be properly documented on delivery in accordance with the laws of the flag state indicated in
18
Box 5 and the requirements of the classification society stated in Box 10. 

21
 (c) The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a
22
full performance by the Owners of all the Owners’ obligations under this Clause 3, and thereafter the Charterers
23
shall not be entitled to make or assert any claim against the Owners on account of any conditions,
24
representations or warranties expressed or implied with respect to the Vessel
.
 
28 4. Time for Delivery (See Clause 34 (Delivery of Vessel))

 
 
 
36
5. Cancelling (See Clause 33 (Cancellation))


Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
 
 
40
 
42
 
 
 
 
50
6. Trading Restrictions

51
The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise operation within the trading
52
limits indicated in Box 20.
 
53
The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in
54
conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein)
55
without first obtaining the consent of the insurers to such employment and complying with such requirements
56
as to extra premium or otherwise as the insurers may prescribe.
 
57
The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which
58
is forbidden by the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or
59
prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction,
60
seizure or confiscation.
 
61
Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive
62
products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter.
63
This exclusion does not apply to radio-isotopes used or intended to be used for any industrial, commercial,
64
agricultural, medical or scientific purposes provided the Owners’ prior approval has been obtained to loading
65
thereof.
 
66  7. Surveys Redelivery

67
 
68
The Owners shall be entitled to appoint surveyors or the Charterers shall be entitled to appoint surveyors (subject to such appointment being accepted in writing by the Owners) for the purpose of determining and agreeing in writing
69
the condition of the Vessel at the time of redelivery pursuant to Clause 40 (with the relevant costs paid by the Charterers).
 
72
8. Inspection (See Clause 46(A) (Inspection of Vessel))




Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
 
 
 
 
 
 
 
88
9. Inventories, Oil and Stores
 
89
A complete inventory of the Vessel’s entire equipment, outfit including spare parts, appliances and of all
90
consumable stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on
91
delivery and again on redelivery (if applicable) of the Vessel. The Charterers shall at the time of
92
delivery take over all bunkers, lubricating oil, unbroached provisions, paints, ropes
93
and other consumable stores (excluding spare parts) in the said Vessel at the then current market prices at the
94
ports of delivery. The Charterers shall ensure that all spare parts listed in the
95
inventory and used during the Charter Period are replaced at their expense prior to redelivery (if applicable) of the Vessel.

96 10.
Maintenance and Operation

97
(a)
(i) Maintenance and Repairs - During the Charter Period the Vessel shall be in the full possession and at the
98
absolute disposal for all purposes of the Charterers and under their complete control in every respect. The
99
Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of
100
repair, in efficient operating condition and in accordance with good commercial maintenance practice and,
101
 if applicable, at their own expense they shall at all times keep the Vessel’s
102
classification fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary
103
certificates in force at all times.
 
104
(ii) New Class and Other Safety Requirements - In the event of any improvement, structural changes or new
105
equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation, the Charterers shall ensure that the same are complied with and the time and cost of compliance shall be on the Charterers' account. 
 
 
 
 
112
(iii) Financial Security - The Charterers shall maintain financial security or responsibility in respect of third party
113
liabilities as required by any government, including federal, state or municipal or other division or authority

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
 
114
thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place,
115
territorial or contiguous waters of any country, state or municipality in performance of this Charter without any
116
delay. This obligation shall apply whether or not such requirements have been lawfully imposed by such
117
government or division or authority thereof.
 
118
The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy
119
such requirements at the Charterers’ sole expense and the Charterers shall indemnify the Owners against all
120
consequences whatsoever (including loss of time) for any failure or inability to do so.
 
121
 (b)
Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual,
122
navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they
123
shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of
124
the Vessel under this Charter, including annual flag state fees and any foreign general municipality and/or state
125
taxes. The Master, officers and crew of the Vessel shall be the servants of the Charterers for all purposes
126
whatsoever, even if for any reason appointed by the Owners.
 
127
Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel’s
128
flag or any other applicable law.

129
(c)
The Charterers shall keep the Owners and any mortgagee(s) advised of the intended employment, planned dry-
130
docking and major repairs of the Vessel, as reasonably required.
 
131 (d)
Flag and Name of Vessel – During the Charter Period, the Charterers shall have the liberty to paint the Vessel in
132
their own colours, install and display their funnel insignia and fly their own house flag. The Charterers shall also
133
have the liberty, with the Owners’ consent, and which, subject to Clause 41.4, shall be granted in the case of a Flag State, to change the flag and/or
134
the name of the Vessel during the Charter Period. Painting and re-painting, instalment and re-instalment,
135
registration and re-registration, shall be at the Charterers’ expense and time. The Charterers shall also have the liberty, with the Owners' consent, which shall not be unreasonably withheld, to change the classification society (to be a member of International Association of Classification Societies) during the Charter Period and such expense shall be for Charterers' account.

136
(e)
Changes to the Vessel – Subject to Clause 10(a)(ii), the Charterers shall make no structural changes in the Vessel
137
or changes in the machinery, boilers, appurtenances or spare parts thereof without in each instance first securing
138
the Owners’ approval thereof. The Charterers shall, if the Owners so require, restore the
139
Vessel to its former condition
 
140 (f)
Use of the Vessel’s Outfit, Equipment and Appliances - The Charterers shall have the use of all outfit, equipment,
141
and appliances on board the Vessel at the time of delivery, provided the same or their substantial equivalent
142
shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary
143
wear and tear excepted. The Charterers shall from time to time during the Charter Period replace such items of
144
equipment as shall be so damaged or worn as to be unfit for use. The Charterers are to procure that all repairs
145
to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards
146
workmanship and quality of materials) as not to diminish the value of the Vessel. Title of any equipment so replaced shall, unless agreed between the Owners and the Charterers, remain with the Owners. The Charterers have the right
147
to fit additional equipment at their expense and risk (provided that no permanent structural damage is caused to the Vessel by reason of such installation) and the Charterers shall at their expenses remove such equipment and make good any damage caused by the fitting or removal of such additional equipment 

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
 
148
 if requested by the Owners at the time of redelivery of the Vessel. Any equipment including radio equipment on hire on the Vessel at
149
time of delivery shall be kept and maintained by the Charterers and the Charterers shall assume the obligations
150
and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse the Owners
151
for all expenses incurred in connection therewith, also for any new equipment required in order to comply with
152
radio regulations.
 
153
(g)
Periodical Dry-Docking - The Charterers shall dry-dock the Vessel and clean and paint her underwater parts
154
whenever the same may be necessary in accordance with Classification Society of Flag State requirements. 
 
157 11. Hire (See Clause 36 (Charterhire))


 
 
 
 
 
 
 
 
 
 
180 12. Mortgage

 
 
 
184 (b)* The Vessel chartered under this Charter may be financed by a mortgage(s) according to the Financial Instruments.

185
The Charterers undertake to comply, and provide such information and documents to enable the Owners to

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
 
186
comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and
187
maintenance of the Vessel as laid down in the Financial Instruments or as may be directed from time to time
188
during the currency of the Charter by the mortgagee(s) in conformity with each Financial Instrument (if any) as long as the requested information and documents are reasonably required. The
189
Charterers
agree to acknowledge each Financial Instrument (if any) in writing in any form that may be reasonably
191
required by the mortgagee(s). 
 
 
195 13. Insurance and Repairs (See also Clause 38)

196
(a)
Without prejudice to Clause 38 (Insurance), during the Charter Period the Vessel shall be kept insured by the Charterers at their expense against hull and
197
machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure for the
198
operation of the Vessel, including but not limited to maintaining financial security in accordance with sub-clause 10(a)(iii)) in such
199
form as the Owners shall in writing approve, which approval shall not be unreasonably withheld. Such insurances
200
shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and the
201
 Owners’ Financier (if any), and the Charterers shall be at liberty to protect under such insurances the interests of any
202
managers they may appoint. Insurance policies shall cover the Owners and the Charterers according to their
203
respective interests.
 
204
Subject to the provisions of the agreed loss payable clauses,  and the approval of the Owners and the insurers,
205
the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the
206
insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the
207
extent of coverage under the insurances herein provided for.
 
208
The Charterers also to remain responsible for and to effect repairs and settlement of costs and expenses incurred
209
thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible
210
franchise(s) or deductibles provided for in the insurances.
 
211
All time used for repairs under the provisions of sub-clause 13(a) and for repairs of latent defects according to
212
Clause 3(c) above, including any deviation, shall be for the Charterers’ account.
 
213
(b)  
The  Charterers
215
 shall timely furnish the Owners with particulars of any additional insurance effected,
216
including copies of any cover notes or policies and the written consent of the insurers of any such required
217
insurance in any case where the consent of such insurers is necessary.
 
218
(c) The Charterers shall upon the request of the Owners, provide information and promptly execute such documents

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
 
219
as may be required to enable the Owners to comply with the insurance provisions of each Financial Instrument (if any).
 
220
(d)
Should the Vessel become
 a Total Loss under the insurances required under sub-clause 13(a), all insurance payments
222
for such loss shall be paid to the Owners (or if applicable, Owners’ Financier) in accordance with the agreed loss payable clauses, who shall distribute the moneys between the Owners and the Charterers
223
according to this Charter. The Charterers undertake to notify the Owners and the Owners’ Financier
, of any occurrences in consequence of which the Vessel is likely to become a Total Loss
.
 

228
(f) 
For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-
229
clause 13(a), the value of the Vessel is the sum indicated in Clause 38 (Insurance).
 
 
 
 
 
 
 
 
 
 
 

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
 
 
 
 
 
 
 
 
 
 
277
15.
Redelivery - See Clause 40 (Termination, Redelivery, and Total Loss)

 
 
 
 
 
 
295
16.  Non-Lien
 
296
The Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their
297
agents, which might have priority over the title and interest of the Owners in the Vessel (except for Permitted Security Interests). The Charterers further
298
agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice
299
reading as follows:

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II

300
“This Vessel is the property of (name of Owners). It is under charter to (name of Charterers) and by the terms of
301
the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or
302
permit to be imposed on the Vessel any lien.”
 
303
17.  Indemnity (See Clause 50 (Indemnities))
 
 
 
 
 
 
317
18.
Lien

318
The Owners to have a lien upon all cargoes, sub-hires and sub-freights belonging or due to the Charterers or any
319
sub-charterers and any Bill of Lading freight for all claims under this Charter 
.
 
321 19.
Salvage
 
322
All salvage and towage performed by the Vessel shall be for the Charterers’ benefit and the cost of repairing
323
damage occasioned thereby shall be borne by the Charterers.
 
324 20.
Wreck Removal
 
325
In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the
326
Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence
327
of the Vessel becoming a wreck or obstruction to navigation.
 
328 21.
General Average
 
329
The Owners shall not contribute to General Average.
 
330 22. 
Assignment, Sub-Charter and Sale (See Clause 58 (Changes to the Parties))
 
 
 
337 23.
Contracts of Carriage
 
338 (a)*
 The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and
339
conditions agreed in respect of carriage of goods shall contain a paramount clause incorporating any legislation

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II

340
relating to carrier’s liability for cargo compulsorily applicable in the trade; if no such legislation exists, the
341
documents shall incorporate the Hague-Visby Rules. The documents shall also contain the New Jason Clause and
342
the Both-to-Blame Collision Clause.
 
 
348
*Delete as applicable.
 
349 24.
CorporateGuarantee

350
 
351
The Charterers undertake to furnish, on or about the date of this Charter   corporate guarantees from the Guarantor
as guarantee and the other Security Documents at Delivery for full performance of their obligations under this
353
Charter.
 
354 25.
Requisition/Acquisition

355 
(a) 
Subject to the provisions of the Financial Instruments (if any), in the event of the Requisition for Hire of the Vessel by any governmental or other competent authority
356
(hereinafter referred to as “Requisition for Hire”) irrespective of the date during the Charter Period when
357
“Requisition for Hire” may occur and irrespective of the length thereof and whether or not it be for an indefinite
358
or a limited period of time, and irrespective of whether it may or will remain in force for the remainder of the
359
Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated
360
and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time
361
when the Charter would have terminated pursuant to any of the provisions hereof always provided however that if all hire has been paid by the Charterers hereunder then
362
in the event of “Requisition for Hire” any Requisition Hire or compensation is received or receivable by the Owners, the same
363
shall be payable to the Charterers during the remainder of the Charter Period or the period of the “Requisition
364
for Hire” whichever be the shorter.

 
 
 
 
 
371
26.
War

372
 (a)
Subject to the provisions of the Financial Instruments (if any), for the purpose of this clause, the words “War Risks” shall include any war (whether actual or threatened), act
373
of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II

374
(whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades
375
(whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or
376
against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or
377
the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous
378
to the Vessel, her cargo, crew or other persons on board the Vessel.
 
379
(b)
The Vessel, unless the written consent of the Owners be first obtained and adequate insurances are obtained (such adequacy to be determined by the Owners (acting reasonably)), shall not continue to or go through any
380
port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that
381
the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners,
382
may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which
383
only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, the Owners shall have
384
the right to require the Vessel to leave such area.
 
385 
(c)
The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed
386
on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or
387
against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject,
388
or is likely to be subject to a belligerent’s right of search and/or confiscation.
 
 
 
 
394 
(e) 
The Charterers shall have the liberty:

395
(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in
396
convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which
397
are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or
398
group whatsoever acting with the power to compel compliance with their orders or directions;
 
399
(ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the
400
authority to give the same under the terms of the war risks insurance;
 
401
(iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of
402
the European Community, the effective orders of any other Supranational body which has the right to issue and
403
give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey
404
the orders and directions of those who are charged with their enforcement.
 
405 (f)
In the event of outbreak of war
 
 
 

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II

 
hire shall continue to be paid in accordance with Clause 11 (Hire) and except as aforesaid all
414
other provisions of this Charter shall apply until redelivery.
 
 

 
 
 
423 28.
Termination (See Clauses 40 (Termination, Redelivery and Total Loss) and 44 (Termination Events))
 

 
 
 
 
 
 
 
 
 
 
 
 


Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II


 
 
 
 
 
462 29.
Repossession

463
Subject to Clause 40.4, in the event of the termination of this Charter in accordance with the applicable provisions of Clause 44 (Termination Events), the
464
Owners shall have the right to repossess the Vessel from the Charterers at her current or next port of call, or at
465
a port or place convenient to them without hindrance or interference by the Charterers, courts or local
466
authorities. Pending physical repossession of the Vessel in accordance with this Clause 29 (Repossession), the Charterers shall
467
hold the Vessel as gratuitous bailee only to the Owners and the Charterers shall procure that the master and crew follow the orders and directions of the Owners. The Owners shall arrange for an authorised
468
representative to board the Vessel as soon as reasonably practicable following the termination of the Charter.
469
The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the
470
Vessel by the Owners’ representative. All arrangements and expenses relating to the settling of wages,
471
disembarkation and repatriation of the Charterers’ Master, officers and crew shall be the sole responsibility of
472
the Charterers.
 
473 30.
Dispute Resolution

474 (a)*
This Contract and any non-contractual obligations arising under or in connection with it, shall be governed by and construed in accordance with English law.

(b) Any dispute arising out of
475
or in connection with this Contract shall be referred to and finally resolved by arbitration in London in accordance with the Arbitration
476
Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the
477
provisions of this Clause.
 
478
(c) The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA)
479
Terms current at the time when the arbitration proceedings are commenced.
 
480
(d) The reference shall be to three (3) arbitrators. A party wishing to refer a dispute to arbitration shall appoint its
481
arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II
 
482
its own arbitrator within fourteen (14) calendar days of the date that the notice is delivered to the other party and stating that it will appoint its arbitrator as sole
483
arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14)
484
days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within
485
the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further
486
prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.
487
The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.
 
488
(e)Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the
489
appointment of a sole arbitrator.

(f) Where the reference is to three (3) arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.
 
490
(g) In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the
491
parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure
492
current at the time when the arbitration proceedings are commenced.
h) The language of the arbitration shall be English.
 
 
 
 
 
502
 
 
 
 
 
 
 

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART II

 
 
 
 
 
 
 
 
 
 
 
534 31.
Notices (see Clause 43 (Notices))

 

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART III

 
 

 
 
 

 
 
 
 
 
 
 

 

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART III
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART IV
 
 
 
 
 
 
 
 
 
 
 
 
 

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
PART V
 
 
 
 
 

 

 

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
EXECUTION VERSION
 
ADDITIONAL CLAUSES TO STANDARD BAREBOAT CHARTER
 
CLAUSE 32 – CHARTER PERIOD
 
32.1
For the avoidance of doubt, notwithstanding the fact that the Charter Period shall commence on the Commencement Date, this Charter shall be:
 
(a)
in full force and effect; and
 
(b)
valid, binding and enforceable against the parties hereto,
 
with effect from the date hereof until the end of the Charter Period (subject to the terms of this Charter).
 
32.2
The Charter Period shall, subject to the terms of this Charter, continue for a period of sixty (60) months from the Commencement Date.
 
CLAUSE 33 – CANCELLATION
 
If the MOA expires, is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason, then this Charter shall immediately terminate and be cancelled (with the exception of Clause 50 (Indemnities) and other provisions hereof expressed to survive such termination or cancellation) without the need for either of the Owners or the Charterers to take any action whatsoever provided however that, in consideration of the Owners entering into the MOA and this Charter as at the date hereof, the Owners shall be entitled to retain all indemnified expenses and/or fees paid by the Charterers under the MOA, this Charter and the other Leasing Documents, and such payment shall not be construed as a penalty but shall represent an agreed estimate of the loss and damage suffered by the Owners in entering into this Charter upon the terms and conditions contained herein and shall therefore be paid as compensation by the Charterers.
 
CLAUSE 34 – DELIVERY OF VESSEL
 
34.1
This Charter is part of a transaction involving the sale, purchase and charter back of the Vessel and constitutes one of the Leasing Documents.
 
34.2
The obligation of the Owners to charter the Vessel to the Charterers hereunder is subject to and conditional upon:
 
(a)
the delivery of the Vessel by the Existing Owner (as sellers) to the Existing Charterer (as buyers) of the Vessel under the First MOA;
 
(b)
the delivery of the Vessel to the Owners (as buyers under the MOA) by the Charterers (as sellers under the MOA) pursuant to the MOA;
 
(c)
no Potential Termination Event or Termination Event having occurred from the date of this Charter to the last day of the Charter Period;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
1
(d)
the representations and warranties contained in Clause 45 (Representations and Warranties) being true and correct on the date hereof and each day thereafter until and including the last day of the Charter Period;
 
(e)
Delivery occurring on or before the Cancelling Date;
 
(f)
the Initial Sub-charter remains in full force and effect on Delivery and evidence satisfactory to the Owners that the Vessel shall continue to be subject to the Initial Sub-charter, and it is delivered to and employed by the Initial Sub-charterer thereunder, on the Commencement Date;
 
(g)
the Owners (by themselves or by their legal counsels) having received from the Charterers:
 

 (i)
no later than the date falling one (1) Business Day prior to the Prepositioning Date, the documents or evidence set out in Part A of Schedule 2 in form and substance satisfactory to them;
 

 (ii)
on the Commencement Date and prior to or simultaneously with the Owners executing a dated and timed copy of the protocol of delivery and acceptance evidencing delivery of the Vessel under the MOA, the documents or evidence set out in Part B of Schedule 2 in form and substance satisfactory to them; and
 

 (iii)
after Delivery, the documents and evidence set out in Part C of Schedule 2 in form and substance satisfactory to them within the time periods set out thereunder.
 
and if any of the documents listed in sub-clauses (i) and (ii) above are not in the English language then they shall be accompanied by an English translation.
 
34.3
The conditions precedent and conditions subsequent specified in Clause 34.2(e) (Delivery of Vessel) are inserted for the sole benefit of the Owners and may be waived or deferred in whole or in part and with or without conditions by the Owners. Upon the requirements of Clause 34.2 (Delivery of Vessel) being fulfilled or waived to the satisfaction of the Owners, the Owners shall give notice thereof in writing to the Charterers.
 
34.4
(i) On the delivery of the Vessel by the Existing Owner to the Existing Charterer under the First MOA and (ii) on delivery to and acceptance by the Owners (as buyers under the MOA) of the Vessel under the MOA from the Charterers (as sellers under the MOA) and subject to the provisions of this Clause, the Vessel shall be deemed to have been delivered to, and accepted without reservation by, the Charterers under this Charter on an "as is where is" basis and in such condition as the Vessel was delivered to the Owners (as buyers under the MOA) under the MOA with, for the avoidance of doubt, any faults, deficiencies, defect and errors of description and the Charterers shall become and be entitled to the possession and use of the Vessel on and subject to the terms and conditions of this Charter.
 
34.5
On Delivery, as evidence of the commencement of the Charter Period, the Charterers shall sign and deliver to the Owners, the Acceptance Certificate. Without prejudice to this Clause, the Charterers shall be deemed to have accepted the Vessel under this Charter and the commencement of the Charter Period having started, on Delivery even if for whatever reason, the Acceptance Certificate is not signed.
 
Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
2
34.6
Without prejudice to and notwithstanding the provisions of this Clause, the Charterers shall not be entitled for any reason whatsoever to refuse to accept delivery of the Vessel under this Charter once the Vessel has been delivered to and accepted by the Owners (as buyers under the MOA) under the MOA from the Charterers (as sellers under the MOA), and the Owners shall not be liable for any losses, costs or expenses whatsoever or howsoever arising including without limitation, any loss of profit or any loss or otherwise:

(a)
resulting directly or indirectly from any defect or alleged defect in the Vessel or any failure of the Vessel; or
 
(b)
arising from any delay in the commencement of the Charter Period or any failure of the Charter Period to commence.
 
34.7
Without prejudice to Clause 9 (Inventories, Oil and Stores), the Owners shall not be obliged to deliver the Vessel to the Charterers with any bunkers and unused lubricating oils and greases in storage tanks and unopened drums of the Vessel except for such items which are already on the Vessel on Delivery. The Owners shall not be responsible for the fitness, quality or quantity of any such bunkers and unused lubricating oils and hydraulic oils and greases and the Charterers shall make no claim against the Owners in respect of the same.
 
CLAUSE 35 – QUIET ENJOYMENT
 
Provided that the Charterers do not breach the terms of any Assignable Sub-charter and that no Termination Event or Total Loss has occurred at any relevant time, the Owners hereby irrevocably agree not to disturb or interfere with the Charterers' lawful use, possession and quiet enjoyment of the Vessel during the Charter Period in any way whatsoever. The Owners shall, on or prior to any assignment, transfer or sale of the Vessel and/or the Leasing Documents by the Owners as permitted under Clause 58.2 (Assignment or transfer by the Owners), use reasonable endeavours to procure that the Owners' Financier (if any) enters into a quiet enjoyment agreement with the Charterers on such terms as may be acceptable to the Charterers.
 
CLAUSE 36 – CHARTERHIRE
 
36.1
In consideration of the Owners agreeing to charter the Vessel to the Charterers under this Charter at the request of the Charterers, the Charterers hereby irrevocably and unconditionally agree to pay to the Owners the Charterhire and the Advance Charterhire in respect of the chartering of the Vessel.
 
36.2
The Charterers shall pay to the Owners an amount equivalent to the Advance Charterhire (on a non-refundable basis) on the Commencement Date, which payment shall be deemed to have been effected on the Commencement Date by setting off the Charterers' obligation to pay the Advance Charterhire against the Owners' obligation as buyers to pay that part of the Purchase Price in an amount equal to the Advance Charterhire, to the Charterers (as sellers under the MOA) on the Commencement Date pursuant to clause 18(b)(i) of the MOA.
 
36.3
Following Delivery, the Charterers shall pay, on each Payment Date, a quarterly instalment of Charterhire to the Owners in arrears and each instalment of Charterhire shall consist of:
 
(a)
a fixed component of the Charterhire (the "Fixed Charterhire"), such amount to be US$352,500; and
 
(b)
the Variable Charterhire in respect of the relevant Term.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
3
36.4
The Vessel shall not at any time be deemed off-hire and the Charterers' obligation to pay all Charterhire and any other amounts payable under this Charter shall be paid in Dollars and shall be absolutely and unconditionally payable under any and all circumstances and shall not be affected by any circumstances of any nature whatsoever including but not limited to:
 
(a)
(except in the case of the Advance Charterhire and/or the Upfront Fee, as the case may require) any set off, counterclaim, recoupment, defence, claim or other right which the Charterers may at any time have against the Owners or any other person for any reason whatsoever including, without limitation, any act, omission or breach on the part of the Owners under this Charter or any other agreement at any time existing between the Owners and the Charterers;
 
(b)
any change, extension, indulgence or other act or omission in respect of any indebtedness or obligation of the Charterers, or any sale, exchange, release or surrender of, or other dealing in, any security for any such indebtedness or obligation;
 
(c)
any unavailability of the Vessel, including, any title defect or encumbrance or any dispossession of the Vessel by title paramount or otherwise;
 
(d)
any defect in the seaworthiness, condition, value, design, merchantability, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade, or for registration or documentation under the laws of any relevant jurisdiction;
 
(e)
the Total Loss or any damage to or forfeiture or court marshal's or other sale of the Vessel;
 
(f)
any libel, attachment, levy, detention, sequestration or taking into custody of the Vessel or any restriction or prevention of or interference with or interruption or cessation in, the use or possession thereof by the Charterers;
 
(g)
any insolvency, bankruptcy, reorganization, arrangement, readjustment, dissolution, liquidation or similar proceedings by or against the Charterers or any other Obligors;
 
(h)
any invalidity, unenforceability, lack of due authorization or other defects, or any failure or delay in performing or complying with any of the terms and provisions of this Charter or any of the Leasing Documents or any Assignable Sub-charter by any party to this Charter or any other person;
 
(i)
any enforcement or attempted enforcement by the Owners of their rights under this Charter or any of the Leasing Documents or any Assignable Sub-charter executed or to be executed pursuant to this Charter;
 
(j)
any loss of use of the Vessel due to deficiency or default or strike of officers or crew, fire, breakdown, damage, accident, defective cargo or any other cause which would or might but for this provision have the effect of terminating or in any way affecting any obligation of the Charterers under this Charter; or
 
(k)
any prevention, delay, deviation or disruption in the use of the Vessel resulting from the wide outbreak of any viruses or any other highly infectious or contagious diseases (including the 2019 novel coronavirus), including but not limited to those caused by:
 

 (i)
closure of ports;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
4

 (ii)
prohibitions or restrictions against the Vessel calling at or passing through certain ports;
 

 (iii)
restriction in the movement of personnel and/or shortage of labour affecting the operation of the Vessel or the operation of the ports (including stevedoring operations);
 

 (iv)
quarantine regulations affecting the Vessel, its cargo, the crew members or relevant port personnel;
 

 (v)
fumigation or cleaning of the Vessel; or
 

 (vi)
any claims raised by any Sub-charterer or manager of the Vessel that a force majeure event or termination event (or any other analogous event, howsoever called) has occurred under the relevant charter agreement or management agreement (as the case may be) of the Vessel as a result of the outbreak of such virus or disease.
 
36.5
All payments of the Charterhire, the Advance Charterhire, the Upfront Fee and any other moneys payable hereunder shall be made in Dollars.
 
36.6
Time of payment of the Charterhire, the Advance Charterhire, the Upfront Fee and any other payments by the Charterers shall be of the essence of this Charter and shall be received by the Owners in same day available funds and not later than 5.00 pm (Shanghai time) on the due date of such payment.
 
36.7
All Charterhire, Advance Charterhire, Upfront Fee and any moneys payable hereunder shall be payable by the Charterers to the Owners to such account as the Owners may notify the Charterers in writing from time to time.
 
36.8
Payment of the Charterhire, the Advance Charterhire, the Upfront Fee and any other amounts payable by the Charterers to the Owners under the Leasing Documents shall be at the Charterers' risk until receipt by the Owners.
 
36.9
All stamp duty, value added tax, withholding or other taxes and import and export duties and all other similar types of charges which may be levied or assessed on or in connection with:
 
(a)
the operation of this Charter in respect of the hire and all other payments to be made pursuant to this Charter and the remittance thereof to the Owners; and
 
(b)
the import, export, purchase, delivery and re-delivery of the Vessel,
 
shall be borne by the Charterers (for the avoidance of doubt, the above excludes any income tax or any tax arising from the Owners' shares by competent tax authorities in their domicile, which shall be borne by the Owners). The Charterers shall pay, if applicable, value added tax and other similar tax levied on any Charterhire, Advance Charterhire, and Upfront Fee and other payments payable under this Charter by addition to, and at the time of payment of, such amounts.
 
36.10
If the Charterers fail to make any payment due under this Charter on the due date, they shall pay interest on such late payment at the default rate of ten per cent. (10%) per annum and accruing from the date on which such payment became due until the date of receipt of payment thereof.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
5
36.11
All Variable Charterhire, interest and any other payments under this Charter which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360-day year.
 
36.12
Any payment which is due to be made on a day which is not a Business Day, shall be made on the preceding Business Day in the same calendar month.
 
36.13
For the purposes of determining the Variable Charterhire:
 
(a)
if no Term SOFR is available for any relevant Term the applicable Reference Rate shall be the Interpolated Term SOFR for a period equal in length to for that Term;
 
(b)
If no Term SOFR is available for any relevant Term and it is not possible to calculate the Interpolated Term SOFR, the applicable Reference Rate shall be the Historic Term SOFR;
 
(c)
if paragraph (b) above applies but no Historic Term SOFR is available for any relevant Term, the applicable Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to that Term; and
 
(d)
if paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Term SOFR, there shall be no Reference Rate for that Term and Clause 36.17 shall apply.
 
36.14
The Owners shall notify the Charterers of the rate of interest in respect of a Term as soon as reasonably practicable after such rate of interest is determined by the Owners on the Quotation Day.
 
36.15
If, before the Reporting Time, the Owners determine (which determination shall be conclusive and binding) that their cost of funds relating to the then prevailing Outstanding Finance Amount or any part thereof would be in excess of the Reference Rate, the Owners shall promptly notify the Charterers accordingly and Clause 36.17 below shall apply to the prevailing Outstanding Finance Amount or any part thereof for that Term.
 
36.16
Immediately following the notification referred to in Clause 36.15 above, if the Owners and the Charterers so require, the Owners and the Charterers, shall negotiate in good faith (for a period not more than thirty (30) days) with a view to agreeing upon a substitute basis for determining an applicable Interest Rate for that Term. Subject to Clause 36.18, any substitute or alternative basis agreed pursuant to this Clause shall, with the prior written consent of the Parties, be binding on the Parties.
 
36.17
If:
 
(a)
this Clause 36.17 applies pursuant to Clause 36.13 or 36.15 above;
 
(b)
a substitute basis is not so requested and/or agreed pursuant to Clause 36.16 above; or
 
(c)
the amendment or waiver to the terms of the Leasing Documents is not so agreed pursuant to Clause 36.18,
 
the applicable Interest Rate shall be the percentage rate per annum which is the sum of:
 

 (i)
the Margin, and

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
6

 (ii)
the cost notified by the Owners (expressed as an annual rate of interest) of funding the Outstanding Finance Amount during such Term as reasonably determined by the Owners,
 
provided that if the rate pursuant to (ii) above is less than zero, the relevant rate shall be deemed to be zero.
 
If this Clause 36.17 applies pursuant to Clause 36.16 above and the Owners do not notify a Funding Rate to the Charterers by the Reporting Time, the Owners' cost of funds relating to that portion of the Outstanding Finance Amount for that Term shall be deemed, for the purposes of sub-clause(ii) above, to be the Reference Rate.
 
36.18
If a Published Rate Replacement Event has occurred in relation to any Published Rate for Dollars, the Owners, after consultation with the Charterer, are entitled to request any amendment or waiver (and such costs incurred in relation to such amendment or waiver shall be borne by the Charterers), which relates to:
 
(a)
providing for the use of a Replacement Reference Rate in the place of (or in addition to) that Published Rate; and
 
(b)
 

 (i)
aligning any provision of any Leasing Document to the use of that Replacement Reference Rate;
 

 (ii)
enabling that Replacement Reference Rate to be used for the calculation of interest under this Charter (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Charter);
 

 (iii)
implementing market conventions applicable to that Replacement Reference Rate;
 

 (iv)
providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
 

 (v)
adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),
 
and pending any such amendment or waiver and the Replacement Reference Rate being utilised under the Leasing Documents to calculate the Interest Rate, Clause 36.17 shall apply to the calculation of the Interest Rate.
 
CLAUSE 37 – POSSESSION OF VESSEL
 
37.1
The Charterers shall not, without the prior written consent of the Owners, assign, mortgage or pledge the Vessel, its Earnings, Insurances, Requisition Compensation or any other interest therein and/or any of its rights and interest under any Sub-charter or any other interest therein and shall not permit the creation or existence of any Security Interest thereon (including for any monies paid in advance and not earned, and for any claims for damages arising from any breach by the Owners of this Charter and other amounts due to the Charterers under this Charter) other than Permitted Security Interests.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
7
37.2
The Charterers shall promptly notify in writing any party (as the Owners may request), including any Sub-charterer, that the Vessel is the property of the Owners and the Charterers shall provide the Owners with a copy of such written notification and satisfactory evidence that such party has received such written notification.
 
37.3
If the Vessel is arrested, seized, impounded, forfeited, detained or taken out of their possession or control (whether or not pursuant to any distress, execution or other legal process), the Charterers shall procure the immediate release of the Vessel (whether by providing bail or procuring the provision of security or otherwise do such lawful things as the circumstances may require) and shall immediately notify the Owners of such event.
 
37.4
The Charterers shall pay and discharge or cause any Sub-charterer of the Vessel to pay and discharge all obligations and liabilities whatsoever which have given or may give rise to liens on or claims enforceable against the Vessel and take (and shall procure that any such Sub-charterer shall take) all steps to prevent an arrest (threatened or otherwise) of the Vessel.
 
37.5
Without prejudice to Clause 10(a)(ii) (New Class and Other Safety Requirements), any time and costs associated with the re-designing, installation, inspection or docking of the Vessel for the purposes of complying with the requirements of any applicable regulations or conventions which come into force after the date of this Charter, including without limitation to, the International Convention for the Control and Management of Ships' Ballast Water and Sediments, shall be for the account of the Charterers.
 
CLAUSE 38 – INSURANCE
 
38.1
The Charterers shall procure that insurances are effected in form and substance satisfactory to the Owners and the Owners' Financier (if any) at all times during the Charter Period and that such insurances are:
 
(a)
in Dollars;
 
(b)
in the case of fire and usual marine risks (including hull and machinery) and war risks (including blocking and trapping), on an agreed value basis of at least the higher of (i) one hundred per cent (100%) of the then applicable Market Value of the Vessel or (ii) one hundred and twenty per cent (120%) of the then prevailing Outstanding Finance Amount at the relevant time;
 
(c)
in the case of oil pollution liability risks for the Vessel, for an aggregate amount equal to the highest level of cover from time to time available under protection and indemnity club entry and in the international marine insurance market and for an amount of not less than $1,000,000,000;
 
(d)
in relation to protection and indemnity risks (including freight, demurrage and defence cover), in respect of the full tonnage of the Vessel and with a member of the International Group of P&I Clubs, and reputable protection and indemnity club member (in each case, which is acceptable to the Owners and the Owners' Financier (if any));
 
(e)
on terms acceptable to the Owners and the Owners' Financier (if any);

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
8
(f)
through approved brokers and with first class international insurers and/or underwriters notified to the Owners (having a Standard & Poor's rating of BBB+ or above, a Moody's rating of A or above or an AM Best rating of A- or above) or, in the case of war risks and protection and indemnity risks, in a war risks and protection and indemnity risks associations as notified to the Owners and the Owners' Financier (if any) (including being a member of the International Group of P&I Clubs); and
 
(g)
on no less favourable terms as may be required under the terms of any Sub-charter.
 
38.2
In addition to the terms set out in Clause 13(a), the Charterers shall procure that the obligatory insurances shall:
 
(a)
subject always to paragraph (b), name the Owners, the Approved Manager(s) and the Charterers as the only named assureds unless the interest of every other named assured or co-assured is limited:
 
  (i)
in respect of any obligatory insurances for hull and machinery and war risks;
 

 (1)
to any provable out-of-pocket expenses that they have incurred and which form part of any recoverable claim on underwriters; and
 

 (2)
to any third-party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against them); and
 

 (ii)
in respect of any obligatory insurances for protection and indemnity risks, to any recoveries they are entitled to make by way of reimbursement following discharge of any third-party liability claims made specifically against them,
 
and every other named assured or co-assured has undertaken in writing to the Owners or the Owners' Financier if any (in such form as they require) that any deductible shall be apportioned between the Charterers and every other named assured or co-assured (other than the Owners and the Owners’ Financier if any) in proportion to the gross claims made by or paid to each of them and that they shall do all things necessary and provide all documents, evidence and information to enable the Owners and the Owners' Financier (if any) in accordance with the terms of the loss payable clause, to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;
 

 (b)
whenever the Owners or the Owners' Financier (if any) requires:
 

 (i)
in respect of fire and other usual marine risks and war risks, name (or be amended to name) the same as additional named assured for their rights and interests, warranted no operational interest and with full waiver of rights of subrogation against such financiers, but without such financiers thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;
 

 (ii)
in relation to protection and indemnity risks, name (or be amended to name) the same as additional insured or co-assured for their rights and interests to the extent permissible under the relevant protection and indemnity club rules; and

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
9

 (iii)
name the Owners' Financier (as applicable) and the Owners (as applicable) as respectively the first ranking loss payee and the second ranking loss payee (and in the absence of any financiers, name the Owners as the first ranking loss payee) in accordance with the terms of the relevant loss payable clauses approved by the Owners' Financier and the Owners with such directions for payment in accordance with the terms of such relevant loss payable clause, as the Owners and the Owners' Financier (if any) may specify;
 
(c)
provide that all payments by or on behalf of the insurers under the obligatory insurances to the Owners and/or the Owners' Financier (as applicable) shall be made without set-off, counterclaim or deductions or condition whatsoever;
 
(d)
provide that such obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Owners and/or the Owners' Financier (if any);
 
(e)
provide that the Owners and/or the Owners' Financier (if any) may make proof of loss if the Charterers fail to do so; and
 
(f)
provide that if any obligatory insurance is cancelled, or if any change is made in the coverage which adversely affects the interest of the Owners and/or the Owners' Financier (if any), or if any obligatory insurance is allowed to lapse for non-payment of premium, such cancellation, change or lapse shall not be effective with respect to the Owners and/or the Owners' Financier (if any) for thirty (30) days after receipt by the Owners and/or the Owners' Financier (if any) of prior written notice from the insurers of such cancellation, change or lapse.
 
38.3
The Charterers shall:
 
(a)
at least fourteen (14) days prior to Delivery (or such lesser period agreed by the parties), notify in writing the Owners (copied to the Owners' Financier (if any)) of the terms and conditions of all Insurances;
 
(b)
at least seven (7) days (or such lesser period agreed by the parties) before the expiry of any obligatory insurance or otherwise before the appointment of any new brokers (or other insurers) and any protection and indemnity or war risks association through which obligatory insurances are taken from time to time pursuant to this Clause 38 (Insurance), notify the Owners of the brokers (or other insurers) and any protection and indemnity or war risks association through or with whom the Charterers propose to renew that obligatory insurance and of the proposed terms of renewal and obtain the Owners' approval to such matters;
 
(c)
at least seven (7) days (or such lesser period agreed by the parties) before the expiry of any obligatory insurance, procure that such obligatory insurance is renewed or to be renewed on its expiry date in accordance with the provisions of this Charter;
 
(d)
procure that the approved brokers and/or the war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal or the effective date of the new insurance and protection and indemnity cover notify the Owners in writing of the terms and conditions of the renewal; and
 
(e)
as soon as practicable after the expiry of any obligatory insurance, deliver to the Owners a letter of undertaking as required by this Charter in respect of such Insurances for the Vessel as renewed pursuant to Clause 38.3(c) together with copies of the relevant policies or cover notes or entry certificates duly endorsed with the interest of the Owners and/or the Owners' Financier (if any).

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
10
38.4
The Charterers shall ensure that all insurance companies and/or underwriters, and/or (if any) insurance brokers provide the Owners with copies of all policies, cover notes and certificates of entry relating to the obligatory insurances which they are to effect or renew and of a letter or letters or undertaking in a form required by the Owners and/or the Owners' Financier (if any) and including undertakings by the insurance companies and/or underwriters that:
 
(a)
they will have endorsed on each policy, immediately upon issuance, a loss payable clause and a notice of assignment complying with the provisions of this Charter and the Financial Instruments;
 
(b)
they will hold the benefit of such policies and such insurances, to the order of the Owners and/or the Owners' Financier (if any) and/or such other party in accordance with the said loss payable clause;
 
(c)
they will advise the Owners and the Owners' Financier (if any) promptly of any material change to the terms of the obligatory insurances of which they are aware;
 
(d)
following a written application from the Owners and/or the Owners' Financier (if any) not later than one (1) month before the expiry of the obligatory insurances, they will notify the Owners and the Owners' Financier (if any) not less than seven (7) days (or such lesser period agreed by the parties) before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from the Charterers and, in the event of their receiving instructions to renew, they will promptly notify the Owners and the Owners' Financier (if any) of the terms of the instructions; and
 
(e)
if any of the obligatory insurances form part of any fleet cover, the Charterers shall procure that the insurance broker(s), or leading insurer, as the case may be, undertakes to the Owners and the Owners' Financier (if any) that such insurance broker or insurer will not set off against any sum recoverable in respect of a claim relating to the Vessel under such obligatory insurances any premiums due in respect of any other vessel under any fleet cover of which the Vessel forms a part or any premium due for other insurances, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums, and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Owners and/or the Owners' Financier (if any) where practicable.
 
38.5
The Charterers shall ensure that any protection and indemnity and/or war risks associations in which the Vessel is entered provides the Owners and the Owners' Financier (if any) with:
 
(a)
a copy of the certificate of entry for the Vessel as soon as such certificate of entry is issued;
 
(b)
a letter or letters of undertaking in such form as may be required by the Owners and/or the Owners' Financier (if any) or in such association's standard form; and
 
(c)
a copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Vessel.
 
38.6
The Charterers shall ensure that all policies relating to the obligatory insurances are deposited with the approved brokers through which the insurances are effected or renewed.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
11
38.7
The Charterers shall procure that all premiums or other sums payable in respect of the obligatory insurances are punctually paid and produce all relevant receipts when so required by the Owners.
 
38.8
The Charterers shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.
 
38.9
The Charterers shall neither do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in particular:
 
(a)
the Charterers shall procure that all necessary action is taken and all requirements are complied with which may from time to time be applicable to the obligatory insurances, and (without limiting the obligations contained in this clause) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Owners have not given their prior approval (unless such exclusions or qualifications are made in accordance with the rules of a protection and indemnity association which is a member of the International Group of protection and indemnity associations);
 
(b)
the Charterers shall not make or permit any changes relating to the classification or classification society or manager or operator of the Vessel unless such changes have, if required, first been approved by the underwriters of the obligatory insurances or the Owners; and
 
(c)
the Charterers shall procure that all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Vessel is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation) are made and the Charterers shall promptly provide the Owners with copies of such declarations and a copy of the certificate of financial responsibility; and
 
(d)
the Charterers shall not employ the Vessel, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.
 
38.10
The Charterers shall not make or agree to any alteration to the terms of any obligatory insurance nor waive any right relating to any obligatory insurance without the prior written consent of the Owners and/or the Owners' Financier (if any), not to be unreasonably withheld.
 
38.11
The Charterers shall not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things necessary and provide all documents, evidence and information to enable the Owners to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.
 
38.12
The Charterers shall provide the Owners upon written request, copies of:
 
(a)
all communications between the Charterers and:
 

 (i)
the approved brokers; and

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
12

 (ii)
the approved protection and indemnity and/or war risks associations; and
 

 (iii)
the first-class international insurers and/or underwriters, which relate directly or indirectly to:
 

 (1)
the Charterers' obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and
 

 (2)
any credit arrangements made between the Charterers and any of the persons referred to in paragraphs (i) or (ii) relating wholly or partly to the effecting or maintenance of the obligatory insurances; and
 
(b)
any communication with all parties involved in case of a claim under any of the Vessel's insurances.
 
38.13
The Charterers shall promptly provide the Owners (or any persons which they may designate) with:
 
(a)
any information which the Owners or the Owners' Financier (or any such designated person) request for the purpose of:
 

 (i)
obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or
 

 (ii)
effecting, maintaining or renewing any such insurances as are referred to in Clause 13(a) or dealing with or considering any matters relating to any such insurances; and
 
(b)
after the occurrence of a Termination Event which is continuing, copies of all communications between all parties in case of a claim under any of the Vessel's insurances.
 
38.14
If one or more of the obligatory insurances are not effected and maintained with first class international insurers or are effected with an insurance or captive subsidiary of the Owners or the Charterers, then the Charterers shall procure, at their own expense, that the relevant insurers maintain in full force and effect facultative reinsurances with reinsurers and through brokers, in each case, of recognised standing and acceptable in all respects to the Owners. Any reinsurance policy shall include, if and when permitted by law, a cut-through clause in a form acceptable to the Owners. The Charterers shall procure that underwriters of the primary insurances assign each reinsurance to the relevant financiers in full, if required.
 
38.15
The Charterers shall be solely responsible for all premiums and other documented costs or expenses which are reasonably incurred by (i) the Owners in connection with or with a view to effecting, maintaining or renewing a lessors' or innocent owners' interest insurance and a lessors' or innocent owners' additional perils insurance or any similar protective shipowner insurance that is taken out in respect of the Vessel, and/or (ii) the Owners or the Owners' Financier (if any) in connection with or with a view to effecting, maintaining or renewing a mortgagee's interest insurance and a mortgagee's additional perils insurance that is taken out in respect of the Vessel. In each case, the amount of the insurances referred to in this Clause 38.15 shall be equal to at least one hundred and twenty per cent. (120%) of the higher of (i) the prevailing Market Value of the Vessel at the relevant time and (ii) the Outstanding Finance Amount at the relevant time on such terms and conditions as the Owners may from time to time impose.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
13
38.16
The Charterers shall be solely responsible for all loss or damage to the Vessel (insofar as the Owners shall not be reimbursed by the proceeds of any insurance in respect thereof) however caused occurring at any time or times before physical possession thereof is retaken by the Owners, reasonable wear and tear to the Vessel only excepted.
 
38.17
The Charterers shall:
 
(a)
at the expense of the Charterers, furnish the Owners once a year (or, after a Termination Event has occurred and is continuing, as many times per year as the Owners may require) with a detailed report signed by an independent firm of marine insurance brokers or consultants appointed by the Owners dealing with the Insurances and stating the opinion of such firm as to the adequacy of the Insurances;
 
(b)
reimburse the Owners any documented expenses reasonably incurred by the Owners in obtaining the reports described in Clause 38.17(a); and
 
(c)
procure that there is delivered to the insurance brokers or consultants described in 38.17(a) such information in relation to the Insurances as such brokers or consultants may reasonably require.
 
38.18
The Charterers shall keep the Vessel insured at their time, costs and expenses against such other risks and/or insurances which the Owners or the Owners' Financier consider reasonable for a prudent shipowner or operator to insure against at the relevant time (as notified by the Owners) and which are, at that time, generally insured against by owners or operators of vessels similar to the Vessel (including but not limited to kidnap and ransom insurances, which the Charterers acknowledge shall fall within the scope of this clause).
 
38.19
The Charterers shall, in the event that any Approved Manager or any co-assured makes a claim under any obligatory insurances taken out in connection with Clause 38 but is unable to or otherwise fails to pay in full any deductible in connection with such claim (in an amount as apportioned between the Charterers and every other assured in proportion to the gross claims made by or paid to each of them), pay such shortfall in deductible payable on behalf of such Approved Manager or co-assured.
 
CLAUSE 39 – WARRANTIES RELATING TO VESSEL
 
39.1
It is expressly agreed and acknowledged that the Owners are not the manufacturer or original supplier of the Vessel which has been purchased by the Owners (as buyers under the MOA) from the Charterers (as sellers under the MOA) pursuant to the MOA for the purpose of then chartering the Vessel to the Charterers hereunder and that no condition, term, warranty or representation of any kind is or has been given to the Charterers by or on behalf of the Owners in respect of the Vessel (or any part thereof).
 
39.2
All conditions, terms or warranties express or implied by the law relating to the specifications, quality, description, merchantability or fitness for any purpose of the Vessel (or any part thereof) or otherwise are hereby expressly excluded.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
14
39.3
The Charterers agree and acknowledge that the Owners shall not be liable for any claim, loss, damage, expense, injury, death, delay or other liability of any kind or nature caused directly or indirectly by the Vessel, whether onboard the Vessel or elsewhere, or by any inadequacy thereof or the use or performance thereof or any repairs thereto or servicing thereof and irrespective of whether such claim, loss, damage, expense, injury, death, delay or other liability shall arise from the unseaworthiness of the Vessel, and the Charterers shall not by reason thereof be released from any liability to pay any Charterhire or Advance Charterhire or other payment due under this Charter or any of the other Leasing Documents.
 
CLAUSE 40 – TERMINATION, REDELIVERY AND TOTAL LOSS
 
40.1
If the Termination Sum becomes payable in accordance with Clause 44.2, it is agreed by the Parties that payment of the Termination Sum is deemed to be proportionate as to amount, having regard to the legitimate interests of the Owners, in protecting against the Owners' risk of the Charterers failing to perform its obligations under this Charter.
 
40.2
Upon the Termination Notice Date, the Charterers' right to possess and operate the Vessel shall immediately cease (without in any way affecting the Charterers' obligation to pay the Termination Sum).
 
40.3
Upon irrevocable receipt of the Termination Sum pursuant to Clause 44.2 or the Special Termination Sum pursuant to Clause 44(A).1 or 44(A).3 (as the case may be) by the Owners in full:
 
(a)
this Charter shall terminate (provided that any provision hereof expressed to survive such termination shall do so in accordance with its terms); and
 
(b)
the Owners shall, at the cost of the Charterers, transfer the legal and beneficial ownership of the Vessel on an "as is where is" basis to the Charterers (or their nominees approved by the Owners) free from all mortgages, encumbrances, liens, debts or any claims whatsoever or any Port State or other administrative detentions, incurred or permitted by the Owners (save for those mortgages, liens, encumbrances and debts created under the Leasing Documents or incurred by the Charterers or arising out of or in connection with this Charter) and shall execute a bill of sale and a protocol of delivery and acceptance evidencing the same, with such transfer otherwise made in accordance with Clauses 49.1(a) and 49.1(b).
 
40.4
If the Charterers fail to make any payment of the Termination Sum on the due date thereof:
 
(a)
interest on such outstanding amount shall accrue in accordance with Clauses 36.10 and 36.11; and
 
(b)
the Charterers shall:
 

 (i)
upon the Owners' prior written request (at the Owners' sole discretion), be obliged to (and at the Charterers' own cost) redeliver the Vessel to the Owners at such ready and nearest safe port as the Owners may require; further and for the avoidance of doubt, the Owners shall be entitled (at the Owners' sole discretion) to operate the Vessel as they may require and may create whatsoever interests thereon, including without limitation charterparties or any other form of employment contracts. The Earnings of the Vessel during such period less its operational expenses (including, without limitation, any maintenance costs of, and costs for fuel, bunkering, lubricants or oils for the Vessel) (the "Net Trading Proceeds") shall be applied against the Termination Sum and any other amounts payable under the Leasing Documents pursuant to Clause 54 (General Application of Proceeds) and if such use of the Vessel results in the Owners suffering a loss then such losses shall, for the avoidance of doubt, be included in the indemnities contained in Clause 50 (Indemnities) and be added to the Termination Sum. Upon redelivery of the Vessel this Charter shall terminate save for the provisions set out in Clause 30 (Dispute Resolution), Clause 36.10, this Clause 40 (Termination, Redelivery and Total Loss) and Clause 50 (Indemnities) and any other provisions expressed to survive termination or that are cross referred to in the survived clauses or are required to survive to enable proper construction of the survived terms; and/or

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
15

 (ii)
the Owners shall at any point following such redelivery be entitled (at the Owners' sole discretion) to sell the Vessel on terms they deem fit (an "Owners' Sale") in which case the sale proceeds (after deducting all fees, taxes, disbursements, any maintenance costs of, and costs for fuel, bunkering or oils for, the Vessel and any other costs and expenses incurred by the Owners in connection with such sale) (the "Net Sales Proceeds") derived from such sale shall be applied against the Termination Sum pursuant to Clause 54 (General Application of Proceeds) and any other amounts payable under Clause 50 (Indemnities) in any manner the Owners deem fit and any excess of such amount after such application shall be paid to the Charterers. If the Net Sales Proceeds are not in an amount sufficient to discharge in full the Termination Sum and any other amounts payable under Clause 50 (Indemnities), the Charterers shall continue to be liable for the shortfall and interest shall continue to accrue on such shortfall in accordance with Clause 36.11 Upon completion of such Owners' Sale this Charter shall terminate save for Clause 30 (Dispute Resolution), Clause 36.10, this Clause 40 (Termination, Redelivery and Total Loss), Clause 50 (Indemnities) and any other provisions expressed to survive termination or that are cross referred to in the survived clauses or are required to survive to enable proper construction of the survived terms; or
 
(c)
the Charterers shall, upon the Owners' prior written request (at the Owners' sole discretion) be obliged to (and at the Charterers' own cost) redeliver the Vessel to the Owners at such ready and nearest safe port as the Owners may require; and as from such redelivery the Owners shall maintain ownership of such Vessel and own, operate or sell or otherwise use it in any manner they deem fit and apply the then current Market Value of the Vessel (less an amount determined by the Owners as being an amount equal to the amount of the usual and reasonable expenses which would be reasonably likely to be incurred in connection with a sale of the Vessel) (the "Adjusted Market Value"), against the Termination Sum and all other amounts payable to the Owners under this Charter in which case if:
 

 (i)
the amount of the relevant Adjusted Market Value is in excess of the aggregate amounts due to the Owners under this Charter, such excess will be paid to the Charterers subject to no other actual or contingent liabilities existing at the relevant time; or
 

 (ii)
in case the amount of the relevant Adjusted Market Value is not sufficient to discharge in full the aggregate amounts due to the Owners under this Charter following such application the Charterers shall continue to be liable for the shortfall and interest shall continue to accrue on such shortfall in accordance with Clauses 36.10 and 36.11.
 
Any terms expressly provided to survive post-termination of this Charter shall continue to be in full force and effect at all times thereafter.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
16
40.5
If the Charterers are required to redeliver the Vessel to the Owners pursuant to Clause 40.4, the Charterers shall (i) keep the Owners informed of the Vessel's itinerary for the voyage and expected geographical range of redelivery, leading up to redelivery and shall serve the Owners with notices of the approximate/definite number of days the Vessel's redelivery. The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel in accordance with the notices given; and (ii) ensure that the Vessel shall, at the time of redelivery to the Owners (at the Charterers' cost and expense):
 
(a)
be in compliance with its Insurances;
 
(b)
be in an equivalent class as she was as at the Commencement Date without any overdue recommendation or condition, and with valid, unextended certificates for not less than three (3) months and free of average damage affecting the Vessel's classification and in the same or as good structure, state, condition and classification as that in which she was deemed on the Commencement Date, fair wear and tear not affecting the Vessel's classification excepted;
 
(c)
have passed her 5-year and if applicable, 10-year special surveys, and any subsequent second intermediate surveys and drydock at the Charterers' time and expense without any overdue condition and to the satisfaction of the Classification Society;
 
(d)
if the Classification Society or the Flag State require or will require the Vessel to undergo dry-docking within three (3) months of the date of redelivery, be redelivered after the satisfactory completion of such dry-docking at the cost and time of the Charterers;
 
(e)
with all the Vessel's classification, trading, national and international certificates that the Vessel had when she was delivered under this Charter and the log book and other certificates and documents necessary for the operation of the Vessel, valid and without overdue conditions or recommendation falling due;
 
(f)
have her survey cycles up to date and trading and class certificate valid for at least the number of months agreed in Box 17;
 
(g)
be redelivered to the Owners together with all spare parts and spare equipment or replacement items as were on board at the time of Delivery (but only to the extent they have not already been used in the operation of the Vessel), and any such spare parts and spare equipment on board at the time of re-delivery shall be taken over by the Owners free of charge;
 
(h)
be free of any cargo (unless otherwise agreed by the Owners) and Security Interest (save for Permitted Security Interests);
 
(i)
be free of any charter and other employment unless the Owners wish to retain the continuance of any then existing charter or as otherwise agreed by the Owners in their absolute discretion;
 
(j)
be free of officers and crew (unless otherwise agreed by the Owners);
 
(k)
have had her underwater parts treated with anti-fouling to last for the ensuing period up to the next scheduled dry docking of the Vessel;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
17
(l)
be redelivered to the Owners together with all material information generated during the Charter Period in respect of the use, possession, operation, navigation, utilization of lubricating oil and the physical condition of the Vessel, whether or not such information is contained in the Charterers' equipment, computer or property; and
 
(m)
having such volume of bunkers on board the Vessel as would be sufficient to enable the Vessel to sail to the nearest bunkering port.
 
40.6
The Owners shall have the right to appoint (at the Charterers' cost and expense) surveyor(s) for the purpose of determining the condition of the Vessel at redelivery. The findings of the surveyor appointed by the Owners (the "Owners' Surveyor") shall be conclusive. The Charterers shall provide the Owners' Surveyor with all such facilities and access to the Vessel as may be required to enable such Owners' Surveyor to conduct its survey of the Vessel and shall take all such actions as may be recommended by the Owners' Surveyor to ensure that the Vessel shall be redelivered to the Owners in accordance with Clause 41.6.
 
40.7
The Owners have no obligation to accept redelivery of the Vessel until they are satisfied that the Vessel has been put into the redelivery conditions as set out in Clause 40.5 and other relevant conditions of this Charter. Moreover, the Owners reserve all rights to recover from the Charterers any costs, expenses and/or liabilities incurred or suffered by them (including, without limitation, the costs of any docking and/or repairs which may be required to restore the Vessel to the structure, state, condition and class as that in which the Vessel was delivered (fair wear and tear not affecting class excepted, but without any recommendations or conditions as to class)) as a result of the Vessel not being redelivered in accordance with the terms of this Charter.
 
40.8
The Owners shall, at the time of the redelivery of the Vessel, take over all bunkers, lubricating oil, unbroached provisions, paints, ropes and other consumable stores (excluding spare parts) in the Vessel at no cost to the Owners.
 
40.9
Throughout the Charter Period, the Charterers shall bear the full risk of any Total Loss of or any other damage to the Vessel however arising. If the Vessel, for any reason, becomes a Total Loss after Delivery, the Charterers shall pay the Special Termination Sum to the Owners on the earlier of (the "Total Loss Payment Date"):
 
(a)
the date falling sixty (60) days after such Total Loss has occurred; and
 
(b)
the date of receipt by the Owners and/or the Owners' Financier (if any) of the Total Loss Proceeds.
 
40.10
Upon such receipt by the Owners of the Special Termination Sum, this Charter shall terminate (without prejudice to any provision of this Charter expressed to survive termination) but until such receipt, the Charterers shall remain liable to make all payments of Charterhire and all other amounts to the Owners under this Charter, notwithstanding that the Vessel has become a Total Loss.
 
40.11
Any Total Loss Proceeds unconditionally received by the Owners (or the Owners' Financiers in accordance with the terms of the relevant loss payable clause) shall be applied in accordance with Clause 54 (General Application of Proceeds) and shall satisfy the obligation of the Charterers to pay the Special Termination Sum to the extent received by the Owners and/or the Owners' Financiers in accordance with the terms of the relevant loss payable clause. The obligation of the Charterers to pay the Special Termination Sum shall remain unaffected and exist regardless of whether any of the insurers have agreed or refused to meet or has disputed in good faith, the claim for Total Loss.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
18
40.12
If the Total Loss Proceeds unconditionally received by the Owners and/or the Owners' Financiers in accordance with the terms of the relevant loss payable clause are less than the Special Termination Sum, the Charterers shall pay such shortfall to the Owner on the Total Loss Payment Date.
 
40.13
The Owners shall have no obligation to supply to the Charterers with a replacement vessel following the occurrence of a Total Loss.
 
CLAUSE 41 – FEES AND EXPENSES
 
41.1
In consideration of the Owners entering into this Charter, the Charterers shall pay to the Owners or their nominee a non-refundable upfront fee (the "Upfront Fee") at such time and in such amount to be set out in the Fee Letter.
 
41.2
Each Party shall be responsible for their own costs and expenses to review and negotiate the term sheet relating to this Charter. All documented costs and expenses incidental to and incurred by the Owners in the preparation, negotiation, execution and delivery of the Charter and other Leasing Documents including, but not limited to, all documented costs and expenses reasonably incurred by the Owners and all documented legal costs, expenses and other disbursements reasonably incurred by the Owners' legal counsels in connection with the same, shall be for the account of the Charterers.
 
41.3
If:
 

 (a)
the Charterers request an amendment, waiver or consent (including an amendment or a waiver to the terms of the Leasing Documents is required pursuant to Clause
36.18 to address the fact that a Published Rate Replacement Event has occurred); or
 

 (b)
the Charterers make a request to re-register the Vessel in another Flag State,
 
the Charterers shall, on demand, reimburse the Owners for the amount of all documented costs and expenses (including, without limitation, any legal fees) reasonably incurred by the Owners in responding to, evaluating, negotiating or complying with that request or requirement (including, for the avoidance of doubt, any amounts the Owners have to pay under the terms of the Financial Instruments).
 
41.4
All documented costs and expenses reasonably incurred by the Owners in relation to the acquisition, financing (including, without limitation, any Breakfunding Costs payable by the Owners to the Owners' Financiers (if any)) and registration of the Vessel and this Charter by the Owners in the Owners' name in the Flag State together with any and all fees (including, but not limited to, any vessel registration and tonnage fees and the Owners' initial and ongoing annual registration and maintenance costs if required to be registered as a foreign maritime entity or the appointment of resident agents under the laws of the Flag State) payable by the Owners to such Flag State to maintain and/or renew such registration shall be for the account of the Charterers. Without prejudice to the foregoing, if the Flag State requires the Owners to establish a physical presence or office in the jurisdiction of such Flag State, all fees, costs and expenses payable by the Owners to establish and maintain such physical presence or office shall be for the account of the Charterers. The Charterers shall promptly provide the Owners with evidence of payment of the annual register/tonnage tax amounts payable to the Flag State or any other aforesaid costs, expenses and/or taxes when the same fall due.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
19
41.5
All documented costs and expenses (including, without limitation, any legal fees) reasonably incurred by the Owners in relation to the transfer of title of the Vessel by the Owners to the Charterers and the re-delivery of the Vessel by the Charterers to the Owners pursuant to Clause 40 (Termination, Redelivery and Total Loss) shall be for the account of the Charterers.
 
41.6
The Charterers shall on demand pay or reimburse the Owners for the amount of all documented costs and expenses (including legal fees) incurred by the Owners in connection with the enforcement of, or the preservation of any rights under, any Leasing Document, any Assignable Sub-charter or any Security Interest created thereunder and with any proceedings instituted by or against the Owners as a consequence of entering into any Leasing Document or any Assignable Sub-charter, taking or holding any Security Interests created thereunder or enforcing those rights, including, without limitation, any documented losses, costs and expenses which the Owners may from time to time sustain, incur or become liable by reason of the Owners being the registered owner of the Vessel and/or being deemed by any court or authority to be an operator or controller, or in any way concerned in the operation or control, of a Vessel.
 
CLAUSE 42 - NO WAIVER OF RIGHTS
 
42.1
No neglect, omission, delay or indulgence on the part of either Party in enforcing the terms and conditions of this Charter shall prejudice the strict rights of that party or be construed as a waiver thereof nor shall any single or partial exercise of any right of either party preclude any other or further exercise thereof.
 
42.2
No right or remedy conferred upon either party by this Charter shall be exclusive of any other right or remedy provided for herein or by law and all such rights and remedies shall be cumulative.
 
CLAUSE 43 – NOTICES
 
43.1
Any notice, certificate, demand or other communication to be served, given, made or sent under or in relation to this Charter shall be in English and in writing and (without prejudice to any other valid method or giving, making or sending the same) shall be deemed sufficiently given or made or sent if sent by registered post or by email to the following respective addresses:

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
20
  (A)
to the Owners:
China Huarong Shipping Financial Leasing Company
Limited
      Room 6006, 6th Floor, No. 15 Second East Zhongshan Road,
      Shanghai, China, 200002
      Attention:
      Tel:
     
Email:
       
  (B) to the Charterers: NISEA MARITIME CO.
      c/o United Maritime Corporation
      154 Vouliagmenis Avenue, 16674, Glyfada, Greece
      Attention: Legal Department
      Email:
      Tel:
 
or, if a party hereto changes its address or email address, to such other address or email address as that party may notify to the other.
 
43.2
Any such communication shall be deemed to have reached the party to whom it was addressed (a) when delivered (in case of a registered letter), or (b) when actually received in readable form (in case of an email). A notice or other such communication received on a non-working day or after 5.00 p.m. in the place of receipt shall be deemed to be served on the next following working day in such place.
 
CLAUSE 44 – TERMINATION EVENTS
 
44.1
The Owners and the Charterers hereby agree that any of the following events shall constitute a Termination Event:
 
(a)
any Obligor (other than a Third Party Approved Manager) fails to make any payment on the due date or on demand in accordance with the terms of any Leasing Document to which it is a party unless such failure to pay is caused by a force majeure or technical error and payment is made within ten (10) Business Days of its due date;
 
(b)
the Charterers breach or omit to observe or perform any of their undertakings in Clause 46.1(j), (l), (n), (p), (r), (s), (t), (u), (v), (y), (dd), (ee) or (ff) or the Guarantor breaches or omits to observe or perform any of its undertakings contained in the Guarantee, provided that no Termination Event under this Clause 44.1(b) will be triggered if the breach or omission to observe or perform relates solely and directly to any Sanctions imposed by the law or regulation of the People's Republic of China which deviates from those imposed by the United Nations, in which case the Charterers shall be entitled to terminate this Charter pursuant to Clause 44(A).3;
 
(c)
the Charterers fail to obtain and/or maintain the Insurances required under Clause 38 (Insurance) in accordance with the provisions thereof or any insurer in respect of such Insurances cancels the Insurances or disclaims liability with respect thereto;
 
(d)
any Obligor (other than a Third Party Approved Manager) commits any other breach of, or omits to observe or perform, any of their other obligations or undertakings in this Charter or any other Leasing Document (other than a breach referred to in paragraphs (a), (b(b) or (c) above) unless such breach or omission is in the reasonable opinion of the Owners, remediable and such Obligor remedies such breach or omission to the reasonable satisfaction of the Owners within ten (10) Business Days of the occurrence thereof;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
21
(e)
any representation or warranty made or deemed to be made by any Obligor (other than a Third Party Approved Manager) in or pursuant to any Leasing Document to which it is a party or if applicable, in the case of the Charterers only, the Acceptance Certificate, proves to be untrue or misleading in a material way when it is made;
 
(f)
any of the following occurs in relation to any Financial Indebtedness of an Obligor (other than a Third Party Approved Manager):
 

 (i)
any Financial Indebtedness of such entity is not paid when due or, if so payable, on demand after any applicable grace period has expired;
 

 (ii)
any Financial Indebtedness of such entity becomes due and payable, prior to its stated maturity date as a consequence of any event of default and not as a consequence of the exercise of any voluntary right of prepayment;
 

 (iii)
any commitment for any Financial Indebtedness is cancelled or suspended by any of its creditors as a result of an event of default (however described);
 

 (iv)
any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction, relating to any Financial Indebtedness of such entity ceases to be available or becomes capable of being terminated or declared due and payable or cash cover is required or becomes capable of being required, as a result of any termination event or event of default (howsoever defined);
 
provided that no Termination Event will occur under this paragraph (f) in respect of the Guarantor if the aggregate amount of Financial Indebtedness falling within sub-paragraphs (i) to (iv) above is less than US$5,000,000 (or its equivalent in any other currency or currencies);
 
(g)
any of the following occurs in relation to any Obligor (other than a Third Party Approved Manager):
 

 (i)
such entity becomes unable to pay its debts as they fall due; or
 

 (ii)
the value of the assets of such entity is less than its liabilities (taking into account contingent and prospective liabilities); or
 

 (iii)
any of the assets of such entity (with a value amounting in aggregate to $500,000) are subject to any form of expropriation, execution, attachment, arrest, sequestration or distress (or any analogous process in any jurisdiction) which is not discharged within thirty (30) days; or
 

 (iv)
any administrative or other receiver is appointed over all or a part of the assets of such entity unless as part of a solvent reorganisation which has been approved by the Owners; or

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
22

 (v)
such entity makes any formal declaration of bankruptcy or any formal statement to the effect that it is insolvent or likely to become insolvent, or a winding up or administration order is made in relation to it, or its shareholders or board of directors pass a resolution to the effect that it should be wound up, placed in administration or cease to carry on business; or
 

 (vi)
a petition is presented in any Relevant Jurisdiction for the winding up or administration, or the appointment of a provisional liquidator of such entity unless the relevant petition is frivolous or vexatious and is being contested in good faith and on substantial grounds and is dismissed or withdrawn within twenty-one (21) days of the presentation of the petition; or
 

 (vii)
such entity petitions a court, or presents any proposal for, any form of judicial or non-judicial suspension or deferral of payments, reorganisation of its debt (or certain of its debt) or arrangement with all or any of its creditors or of any class of them or any such suspension or deferral of payments, reorganisation or arrangement is effected by court order, contract or otherwise; or
 

 (viii)
any meeting of the shareholders or board of directors of such entity is summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraph (iii) to (vii) above; or
 

 (ix)
in any jurisdiction, any event occurs or any procedure is commenced which, in the opinion of the Owners, is similar to any of the foregoing referred to in paragraphs (iii) to (vii) above inclusive; or
 
(h)
there is a Change of Control, without the prior written consent of the Owners;
 
(i)
an Obligor (other than a Third Party Approved Manager) suspends or ceases or threatens to suspend or cease carrying on all or a material part of its business;
 
(j)
any consent, approval, authorisation, license or permit necessary to enable the Charterers to operate or charter the Vessel or to enable any of them to comply with any provision of this Charter, or the other Leasing Documents to which it is a party or to ensure that the obligations of the Charterers are legal, valid, binding or enforceable is not granted, expires without being renewed, is revoked or becomes liable to revocation or any condition of such a consent, approval, authorisation, license or permit is not fulfilled;
 
(k)
any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect;
 
(l)
the Vessel is subject to any form of expropriation, execution, attachment, arrest, sequestration or distress (or any analogous process in any jurisdiction) which is not discharged within forty-five (45) days (or such longer period as the Owners may agree in writing);
 
(m)
this Charter or any other Leasing Document and/or any Security Interest created by a Leasing Document:
 

 (i)
in the case of any such Security Interest, proves to have ranked after, or loses its priority to, another Security Interest or any other third-party claim or interest;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
23

 (ii)
is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason or no longer constitutes valid, binding and enforceable obligations of any party to that document for any reason whatsoever;
 

 (iii)
is amended or varied without the prior written consent of the Owners, except for any amendment or variation which is expressly permitted by this Charter or any other Leasing Document; or
 

 (iv)
is in any way imperilled or in jeopardy;
 
(n)
an Obligor (other than a Third Party Approved Manager) rescinds, repudiates or terminates a Leasing Document, or an Approved Management Agreement;
 
(o)
it is or has become:
 

 (i)
unlawful or prohibited, whether as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or
 

 (ii)
contrary to, or inconsistent with, any regulation,
 
for any Obligor (other than a Third Party Approved Manager) to maintain or give effect to any of its obligations under this Charter or any of the other Leasing Documents to which it is a party in the manner it is contemplated under such Leasing Document or any of the obligations of any Obligor under any Leasing Document to which it is a party or the Initial Sub-charter are not or cease to be legal, valid, binding and enforceable;
 
(p)
the Security Interest constituted by any Leasing Document is in any way imperilled or in jeopardy;
 
(q)
there is a merger, amalgamation, demerger or corporation reconstruction of an Obligor (other than a Third Party Approved Manager) without the Owners' prior written consent;
 
(r)
the Guarantor is de-listed from the Nasdaq Capital Market (or any other stock exchange acceptable to the Owners); or
 
(s)
the occurrence of any termination event or event of default (howsoever defined therein) under any lease, hire purchase agreement, charter or any other financing arrangement in respect of any Associated Vessel.
 
44.2
Notwithstanding and without prejudice to Clause 33 (Cancellation), upon the occurrence of a Termination Event which is continuing, the Owners may issue a written notice to the Charterers terminating this leasing of the Vessel under this Charter and demanding payment of the Termination Sum, whereupon the Charterers shall be obliged to pay the Termination Sum to the Owners on the date specified by the Owners in their sole discretion in such notice (the "Termination Notice Date" but which shall be no earlier than the date falling ten (10) Business Days after the date of such notice).

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
24
44.3
For the avoidance of doubt, notwithstanding any action taken by the Owners following a Termination Event, the Charterers shall remain liable for the outstanding obligations on their part to be performed under this Charter.
 
44.4
Without limiting the generality of the foregoing or any other rights of the Owners, upon the occurrence of a Termination Event which is continuing, the Owners shall have the sole and exclusive right and power to (i) settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to the Vessel and this Charter and (ii) make proof of loss, appear in and prosecute any action arising from any policy or policies of insurance maintained pursuant to this Charter, and settle, adjust or compromise any claims for loss, damage or destruction under, or take any other action in respect of, any such policy or policies and (iii) change or appoint a new manager for the Vessel other than an Approved Manager and the appointment of any Approved Manager may be terminated immediately without any recourse to the Owners.
 
44.5
Each Termination Event shall either be a breach of condition by the Charterers where it involves a breach of this Charter or any of the other Leasing Document by the Charterers or shall otherwise be an agreed terminating event, the occurrence of which gives rise to a right of the Owners to terminate the leasing of the Vessel under this Charter and to exercise its rights under this Charter, and in each case which is not remedied within the applicable grace period (if any).
 
CLAUSE 44(A) – MANDATORY SALE
 
44(A).1 Subject to Clause44(A).2, if it becomes unlawful in any applicable jurisdiction for the Owners to perform any of their obligations as contemplated by this Charter or the MOA or any other Leasing Documents or for the Owners' Financiers (if any) to perform their obligations under the Financial Instruments, the Owners shall notify the Charterers of this event and the Charterers shall be required to pay the Special Termination Sum to the Owners on the next Payment Date following such notice by the Owners or, if earlier, the date specified by the Owners in the notice delivered to the Charterers (being no earlier than the last day of any applicable grace period permitted by law), and this Charter shall terminate in accordance with the procedures set out in Clause 40 (Termination, Redelivery and Total Loss).
 
44(A).2 If the Special Termination Sum becomes payable under or pursuant to Clause 44(A).1, the Owners shall, in consultation with the Charterers for a period not less sixty (60) days from the occurrence of the circumstances resulting in the Special Termination Sum becoming payable under or pursuant to Clause 44(A).1, take all reasonable steps to mitigate any such circumstances, provided that (i) this Clause 44(A).2 does not in any way limit the obligations of any Obligor under any Leasing Documents; and (ii) the Owners are not obliged to take any steps under this Clause44(A).2 if, in the opinion of the Owners, to do so might be prejudicial to the Owners.
 
44(A).3 If any Sanctions imposed by the law or regulation of the People's Republic of China deviates from those imposed by the United Nations and the compliance with such Sanctions is or has become:
 

 (i)
Illegal / unlawful; or

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
25

 (ii)
unduly onerous (including, without limitation, a scenario where Charterers are not able to perform their global operation and trading, directly because of such Sanctions) or wholly impractical,
 
for the Charterers or the Guarantor to maintain or give effect to any of its obligations under this Charter or any of the other Leasing Documents to which each is a party in the manner it is contemplated under such Leasing Document or any of the obligations of the Charterers or the Guarantor under any Leasing Document to which it is a party are not or cease to be legal, valid, binding and enforceable, the Charterers shall be entitled to pay the Special Termination Sum to the Owners on the next Payment Date following such occurrence or, if earlier, a date specified by the Owners (being no earlier than the last day of any applicable grace period permitted by law), and this Charter shall terminate in accordance with the procedures set out in Clause 40 (Termination, Redelivery and Total Loss).
 
CLAUSE 45 – REPRESENTATIONS AND WARRANTIES
 
45.1
The Charterers represent and warrant to the Owners as of the date hereof, and on each day henceforth until the last day of the Charter Period, as follows:
 
(a)
there has been no Change of Control;
 
(b)
each Obligor is duly incorporated and validly existing under the laws of its jurisdiction of its incorporation;
 
(c)
each Obligor has the capacity, and has taken all actions and obtained all consents, approvals, authorisations, licenses or permits necessary for it:
 

 (i)
to execute each of the Leasing Documents, any Sub-charter and any Approved Management Agreement to which it is a party; and
 

 (ii)
to comply with and perform its obligations under each of the Leasing Documents, any Sub-charter and any Approved Management Agreement to which it is a party;
 
(d)
the entry into and performance by any Obligor by it of, and the transactions contemplated by, each Leasing Document, any Sub-charter and any Approved Management Agreement to which it is a party do not and will not conflict with:
 

 (i)
any law or regulation applicable to it;
 

 (ii)
its constitutional documents; or
 

 (iii)
any agreement or instrument binding upon it or constitute a default or termination event (however described) under any such agreement or instrument.
 
(e)
all the consents, approvals, authorisations, licenses or permits referred to in Clause 45.1(c) (Representations and Warranties) remain in force and nothing has occurred which makes any of them liable to revocation;
 
(f)
each of the Leasing Documents or any Assignable Sub-charter to which an Obligor is a party constitutes such Obligor's legal, valid and binding obligations enforceable against such party in accordance with its respective terms and any relevant insolvency laws affecting creditors' rights generally;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
26
(g)
no third party has any Security Interest, other than the Permitted Security Interests, or any other interest, right or claim over, in or in relation to the Vessel, this Charter or any moneys payable hereunder and/or any of the other Leasing Documents or any Assignable Sub-charter;
 
(h)
all payments which an Obligor is liable to make under any Leasing Document or any Assignable Sub-charter to which such Obligor is a party may be made by such party without deduction or withholding for or on account of any tax payable under the laws of the jurisdiction of incorporation;
 
(i)
no legal or administrative action involving an Obligor involving claim(s) amounting to more than US$5,000,000 has been commenced or taken;
 
(j)
each Obligor has paid all taxes applicable to, or imposed on or in relation to it, its business or if applicable, the Vessel, except for those being contested in good faith with adequate reserves;
 
(k)
the choice of governing law as stated in each Leasing Document or any Assignable Sub-charter to which an Obligor is party to and the agreement by such party to refer disputes to the relevant courts or tribunals as stated in such Leasing Document or any Assignable Sub-charter are valid and binding against such Obligor;
 
(l)
the obligations of each Obligor under each Leasing Document to which it is a party, are the direct, general and unconditional obligations of such Obligor and rank at least pari passu with all other present and future unsecured and unsubordinated creditors of such Obligor save for any obligation which is mandatorily preferred by law and not by virtue of any contract;
 
(m)
each Security Document creates (or once entered into, will create) the Security Interest which it is expressed to create with the ranking and priority it is expressed to have;
 
(n)
no Obligor is a US Tax Obligor, and none of them have established a place of business in the United States of America;
 
(o)
no Obligor, nor any of their respective Affiliates, members, (other than in the case of the Guarantor) shareholders, directors, officers, employees or agents, nor (to the best of its knowledge) any Sub-charterer:
 

 (i)
is a Restricted Person;
 

 (ii)
is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Restricted Person;
 

 (iii)
owns or controls a Restricted Person; or
 

 (iv)
has a Restricted Person serving as a director, officer or, to the best of its knowledge, employee;
 
(p)
each Obligor, and their respective directors, officers, (other than in the case of the Guarantor) shareholders, employees and agents and (to the best of its knowledge) any Sub-charterer is in compliance with all Sanctions laws, and none of them have been or are currently being investigated on compliance with Sanctions, they have not received notice or are aware of any claim, action, suit or proceeding against any of them with respect to Sanctions and they have not taken any action to evade the application of Sanctions;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
27
(q)
the Vessel is not employed, operated or managed in any manner which (i) is contrary to any Sanctions and in particular, the Vessel is not used by or to benefit any party which is a target of Sanctions or trade to any area or country where trading the Vessel to such area or country would constitute a breach of any Sanctions or published boycotts imposed by any of the United Nations, the European Union, the United States of America, the United Kingdom or the People's Republic of China; or (ii) would trigger the operation of any sanctions limitation or exclusion clause in any insurance documentation;
 
(r)
each Obligor and (to the best of its knowledge) any Sub-charterer is not in breach of any laws or regulations relating to the Vessel and its ownership, employment, operation, management and registration, including, without limitation, the ISM Code, the ISPS Code, all Environmental Laws, the laws of the Vessel's registry and in particular, all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws and each of the Obligors and (to the best of its knowledge) Sub-charterer has instituted and maintained systems, controls, policies and procedures designed to:
 

 (i)
prevent and detect incidences of bribery and corruption, money laundering and terrorism financing; and
 

 (ii)
promote and achieve compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws;
 

 (s)
that in relation to the Initial Sub-charter or any other Sub-charter:
 

 (i)
as at the date of this Charter or otherwise as at the date of such Sub-charter and/or at the time of delivery of such Sub-charter to the Owner (as the case may be), the copy of the Initial Sub-charter or such Sub-charter provided to the Owners is a true and complete copy and there have been no amendments, supplements or variations thereto; and
 

 (ii)
the Initial Sub-charterer or any other Sub-charterer is fully aware of the transactions contemplated under this Charter;
 
(t)
none of the Obligors nor any of their assets, in each case, has any right to immunity from set off, legal proceedings, attachment prior to judgment or other attachment or execution of judgement on the grounds of sovereign immunity or otherwise;
 
(u)
none of the Obligors is insolvent or in liquidation or administration or subject to any other formal or informal insolvency procedure, and no receiver, administrative receiver, administrator, liquidator, trustee or analogous officer has been appointed in respect of any Obligor or all or material part of their assets;
 
(v)
no Termination Event or Potential Termination Event is continuing or might reasonably be expected to result from the entry into and performance of this Charter or any other Leasing Document or any Assignable Sub-charter;
 
(w)
as at the date of this Charter, the Vessel is commercially, technically or otherwise managed under each Approved Management Agreement which remains in full force and effect;
 
(x)
as at the date of this Charter, the Charterers have not entered into any other investments, any sale or leaseback agreements, any off-balance sheet transaction or incurred any other liability or obligation (including, without limitation, any Financial Indebtedness of any obligations under a guarantee) except:

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
28

 (i)
liabilities and obligations under the Leasing Documents to which they are or, as the case may be, will be a party; or
 

 (ii)
liabilities or obligations incurred in the normal course of its business of trading, operating and chartering, maintaining and repairing the Vessel;
 
(y)
in relation to any information provided by any Obligor (or on its behalf) to the Owners for the purposes of this Charter and the other Leasing Documents:
 

 (i)
such information was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated;
 

 (ii)
any financial projections contained in such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions, and
 
(z)
nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading; and
 
(aa)   the entry by each Obligor into any Leasing Document or any Assignable Sub-charter does not in any way cause any breach, and is in all respects permitted, under the terms of any document which it is entered into.
 
CLAUSE 46 – CHARTERERS' UNDERTAKINGS
 
46.1
The Charterers undertake that they shall comply or procure compliance with the following undertakings commencing from the date hereof and up to the last day of the Charter Period:
 
(a)
there shall be sent to the Owners:
 

 (i)
as soon as possible, but in no event later than one hundred and eighty (180) days after the end of each financial year of the Charterers, the unaudited annual financial reports of the Charterers in each case certified as to their correctness by an officer of the Charterers;
 

 (ii)
as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the unaudited half-yearly accounts of the Charterers in each case certified as to their correctness by an officer of the Charterers;
 

 (iii)
as soon as possible, but in no event later than one hundred and eighty (180) days after the end of each financial year of the Guarantor, the audited consolidated annual financial reports of the Guarantor; and
 

 (iv)
as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the unaudited consolidated half-yearly accounts the Guarantor certified as to their correctness by an officer of the Guarantor,
 
in each case, the Charterers shall procure that each set of financial statements and reports delivered pursuant to Clause 46.1(a) gives, and shall procure a director or an officer, as applicable, of the relevant company to certify the same as giving, a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements and reports were drawn up;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
29
(b)
following the occurrence of a Termination Event which is continuing, they will provide or procure the provision to the Owners, at the same time as they are dispatched, copies of all notices and minutes relating to any of their extraordinary shareholders' meeting which are dispatched to their shareholders or creditors or any class of them;
 
(c)
they will provide or will procure that each Obligor provides the Owners with details of any legal or administrative action involving such Obligor or the Vessel as soon as such action is instituted or it becomes apparent to such Obligor that it is likely to be instituted and is likely to have a Material Adverse Effect;
 
(d)
they will, and will procure that each other Obligor will, obtain and promptly renew or procure the obtainment or renewal of and provide copies of, from time to time, any necessary consents, approvals, authorisations, licenses or permits of any regulatory body or authority for the transactions contemplated under each Leasing Document or any Assignable Sub-charter to which it is a party (including, without limitation, to sell, charter and operate the Vessel);
 
(e)
they will not, and will procure that each other Obligor will not, create, assume or permit to exist any Security Interest of any kind upon any Leasing Document or any Assignable Sub-charter to which such Obligor is a party, and if applicable, the Vessel, in each case other than the Permitted Security Interests;
 
(f)
they will, and will procure that each other Obligor, will ensure that the Vessel shall be free of encumbrances except for any encumbrances permitted in writing by the Owners;
 
(g)
they will at their own cost, and will procure that each other Obligor will:
 

 (i)
do all that such Obligor to ensures that any Leasing Document or any Assignable Sub-charter to which such Obligor is a party validly creates the obligations and the Security Interests which such Obligor purports to create; and
 

 (ii)
without limiting the generality of paragraph (i), promptly register, file, record or enrol any Leasing Document or any Assignable Sub-charter to which such Obligor is a party with any court or authority in all Relevant Jurisdictions, pay any stamp duty, registration or similar tax in all Relevant Jurisdictions in respect of any Leasing Document or any Assignable Sub-charter to which such Obligor is a party, give any notice or take any other step which, is or has become necessary or desirable for any such Leasing Document or any Assignable Sub-charter to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which such Obligor creates;
 
(h)
they will, and will procure that each other Obligors will, notify the Owners promptly upon becoming aware of:
 

 (i)
any default by any Sub-charterer or the Charterers of the terms of any Assignable Sub-charter;
 

 (ii)
an event of default or termination event howsoever called under the terms of any Assignable Sub-charter entitling either (x) the Charterers to terminate such Assignable Sub-charter or (y) the relevant Sub-charterer to terminate such Assignable Sub-charter which has not been unconditionally waived by such Sub-charterer;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
30

 (iii)
any pollution accident, major accident and/or incident to the Vessel by any reason whatsoever;
 

 (iv)
any damage caused to or alteration of the Vessel by any reason whatsoever which exceed US$1,000,000;
 

 (v)
any alteration or modification made to the Vessel of whatever nature;
 

 (vi)
any safety incidents taking place on board the Vessel;
 

 (vii)
any casualty or occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become, a Major Casualty or a Total Loss;
 

 (viii)
any requirement or recommendation made in relation to the Vessel by any insurer or Classification Society or by any competent authority which is not immediately complied with;
 

 (ix)
any intended dry docking of the Vessel;
 

 (x)
any Environmental Claim which is made against the Charterers, any Sub-charterer or any Approved Manager in connection with the Vessel or any Environmental Incident involving claim(s) exceeding US$1,000,000;
 

 (xi)
any claim for breach of the ISM Code or the ISPS Code being made against the Charterers, any Approved Manager or otherwise in connection with the Vessel;
 

 (xii)
any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with;
 

 (xiii)
any requisition of the Vessel for hire;
 

 (xiv)
any arrest or detention of the Vessel, any exercise of any lien on that Vessel or its Earnings; and
 

 (xv)
any notice, or the Charterers becoming aware, of any claim, action, suit, proceeding or investigation against any Obligor, any of its subsidiaries or any of their respective directors, officers, employees or agents with respect to Sanctions;
 

 (xvi)
any circumstances which could give rise to a breach of any representation or undertaking in this Charter, or any Termination Event, relating to Sanctions;
 

 (xvii)
any Termination Event,
 
and will keep the Owners fully up-to-date with all developments and the Charterers will, if so requested by the Owners, provide any such certificate signed by its officer(s), confirming in which that there exists no Potential Termination Event or Termination Event;
 
(i)
they will, and will procure that each other Obligor will, as soon as practicable after receiving the request, provide the Owners with any additional financial or other information relating:

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
31

 (i)
to themselves and/or the Vessel (including, but not limited to the condition and location of the Vessel);
 

 (ii)
details of the Vessel's employment status including the Vessel's employment status, operating accounts, projected employment (if the Vessel is not employed at such time) every twelve (12) months throughout the Charter Period or as soon as practicable after receiving the Owner's request; or
 

 (iii)
to any other matter relevant to, or to any provision of any Leasing Document or any Assignable Sub-charter to which it is a party,
 
which may be requested by the Owners (or the Owners' Financier (if any)) at any time;
 
(j)
they will comply, or procure compliance, and will procure that each other Obligor will comply or procure compliance, with all laws or regulations relating to its business, the Vessel and its ownership, employment, operation, management and registration, including, without limitation, the ISM Code, the ISPS Code, all Environmental Laws and the laws of the Vessel's registry provided that any non-compliance shall not materially adversely affect the obligations of a Obligor under each Leasing Document or any Assignable Sub-charter to which it is a party;
 
(k)
the Vessel shall be registered under the Flag State at all times;
 
(l)
the Vessel shall be maintained with the highest class required for the purpose of the trade of the Vessel with the Classification Society at all times and shall be free of all overdue recommendations and requirements;
 
(m)
upon request, they will provide or they will procure to be provided to the Owners the report(s) of the survey(s) conducted pursuant to Clause 7 (Surveys on Redelivery) of this Charter in form and substance satisfactory to the Owners;
 
(n)
they shall not permit the sub-chartering of the Vessel (1) on a bareboat basis (irrespective of duration) or (2) on a time charter basis exceeding thirteen (13) months (including any optional extensions thereto), other than under an Assignable Sub-charter and provided that the Charterers shall:
 

 (i)
assign all their rights and interests under such Assignable Sub-charter and shall use reasonable commercial efforts to procure that the Sub-charterer of such Assignable Sub-charter gives a written acknowledgment of such assignment in form and substance acceptable to the Owners and provide such documents as the Owners may require regarding the due execution of such Assignable Sub-charter; and
 

 (ii)
in case Assignable Sub-charter being a bareboat charter (irrespective of duration), procure the Sub-charterer of such Assignable Sub-charter to execute a general assignment to assign their rights under the Insurances, Earnings and Requisition Compensation in respect of the Vessel, in favour of the Owners, in each case, in a manner and in a form acceptable to the Owners;
 
(o)
intentionally deleted;
 
(p)
except with the Owners' prior written consent, they shall not deactivate or lay up the Vessel;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
32
(q)
they shall not make or pay any dividend or other distribution (in cash or in kind) in respect of their shares that they are authorised to issue following the occurrence of a Termination Event which is continuing or which would result in a Termination Event;
 
(r)
they shall comply and shall procure that each of the other Obligors (including, in each case, procuring or as the case may be, using all reasonable endeavours to procure the respective officers, directors, employees, consultants, agents and/or intermediaries of the relevant entity to do the same) or (on a best effort basis) any Sub-charterer complies with all laws and regulations in respect of Sanctions.
 
(s)
without limiting Clause 46.1(r), they will procure that:
 

 (i)
the Vessel shall not be operated, employed, managed, used by or for the benefit of a Restricted Person;
 

 (ii)
the Vessel shall not be employed in trading with any Restricted Person or in any manner contrary to Sanctions or published boycotts imposed by any of the United Nations, the European Union, the United States of America, the United Kingdom;
 

 (iii)
notwithstanding any other provision of this Charter, the Vessel shall not be permitted to call at any port in any Restricted Country or any area or country where trading in such area or country would constitute or would be reasonably expected to constitute a breach of Sanctions;
 

 (iv)
the Vessel shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances or in any manner which would result in any Obligor, any Sub-charterer or the Owners becoming a Restricted Person; and
 

 (v)
that each charterparty in respect of the Vessel shall contain, for the benefit of the Owners, language which permits refusal of employment or voyage orders if compliance would result in a breach of Sanctions and which prohibits trading to any Restricted Country;
 
(t)
they shall, and shall procure that each other Obligor shall (including procuring or as the case may be, using all reasonable endeavours to procure the respective officers, directors, employees, consultants, agents and/or intermediaries of the relevant entity to do the same) or (on a best efforts basis) any Sub-charterer shall:
 

 (i)
comply with all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws;
 

 (ii)
maintain systems, controls, policies and procedures designed to promote and achieve ongoing compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws; and
 

 (iii)
in respect of the Charterers, not use, or permit or authorize any person to directly or indirectly use, the Purchase Price for any purpose that would breach any Anti-Money Laundering Laws, Anti-Terrorism Financing Laws or Business Ethics Laws;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
33
(u)
in respect of the Charterers, not lend, invest, contribute or otherwise make available the Purchase Price to or for any other person in a manner which would result in a violation of Anti-Money Laundering Laws, Anti-Terrorism Financing Laws or Business Ethics Laws;
 
(v)
they shall, and shall procure that each other Obligor shall promptly notify the Owners of any non-compliance, by any Obligor or their respective officers, directors, employees, consultants, agents or intermediaries or (on a best efforts basis) any Sub-charterer with all laws and regulations relating to Sanctions, Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws (including, but not limited, to notifying the Owners in writing immediately upon being aware that any Obligor or its shareholders, directors, officers or employees, or any Sub-charterer is a Restricted Person or has otherwise become a target of Sanctions) as well as provide all information (once available) in relation to its business and operations which may be relevant for the purposes of ascertaining whether any of the aforesaid parties are in compliance with such laws;
 
(w)
in respect of the management of the Vessel:
 

 (i)
they shall ensure that the Vessel be commercially and/or technically managed under an Approved Management Agreement;
 

 (ii)
they shall not appoint or permit to be appointed any commercial and/or technical manager of the Vessel unless it is an Approved Manager and such new manager enters into a Manager's Undertaking;
 

 (iii)
save with the prior written consent of the Owners (such consent not to be unreasonably withheld or delayed), they shall not agree or enter into any transaction, arrangement, document or do or omit to do anything which will have the effect of materially varying, amending or supplementing the terms of an Approved Management Agreement; and
 

 (iv)
they shall ensure that, upon the occurrence of a Termination Event, the Owners shall have the right to change any of the managers of the Vessel following a twenty (20) days' notice to the Charterers;
 
(x)
save with the prior written consent of the Owners, they shall not agree or enter into any transaction, arrangement, document or do or omit to do anything which will have the effect of varying, amending or supplement either the material terms of any Assignable Sub-charter (and for the purpose of this paragraph, a material term means, without limitation, any term which would adversely affect the interest of the Owners and/or the Owners' Financier (if any));
 
(y)
they shall ensure that all Earnings and any other amounts received by them in connection with the Vessel are paid into the Earnings Account;
 
(z)
they will not:
 

 (i)
enter into any borrowing except for loans or advances from other members of the Group or affiliates which are unsecured and fully subordinated to the rights of the Owners under the Leasing Documents (in a manner acceptable to the Owners);
 

 (ii)
incur any liabilities or obligations to any party except for those incurred in the ordinary course of operating, chartering, repairing and maintaining the Vessel;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
34

 (iii)
be the creditor or guarantor in respect of any loan or any form of credit to any person;
 

 (iv)
give or allow any to be outstanding, any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which they assume any liability of any other person other than any guarantee or indemnity given under the Leasing Documents;
 

 (v)
enter into any investments, any sale or leaseback agreements, any off-balance sheet transaction, other agreement or incur any other liability or obligation (including, without limitation, any Financial Indebtedness of any obligations under a guarantee) other than the Leasing Documents or any other agreement expressly allowed under the terms of the Leasing Documents;
 

 (vi)
enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including, without limitation, the Vessel, its Earnings or its Insurances); and
 
without prejudice to the above sub-paragraphs (z) to(vi), enter into any transaction (whether with another member of the Group or otherwise) which are, in any respect, less favourable than those which they could obtain in a bargain made at arms' length;
 
(aa)
any transaction entered into with their Affiliates shall be on arm's length basis and in good faith;
 
(bb)
they will ensure and procure that:
 

 (i)
the Market Value of the Vessel shall be ascertained from time to time in the following circumstances:
 

 (1)
upon the occurrence of a Termination Event which is continuing, at any time at the request of the Owners; and
 

 (2)
in the absence of a Termination Event which is continuing:
 

 (i)
from the first anniversary of the Commencement Date, at least once every calendar year during the Charter Period, with such report to be dated no more than thirty (30) calendar days prior to every anniversary of the Commencement Date occurring within the Charter Period or on such other date as the Owners may request; and
 

 (ii)
the amount of the fees and expenses incurred by the Owners in connection with any matter arising out of this paragraph (bb) shall be reimbursed to the Owners;
 
(cc)
intentionally deleted; and
 
(dd)
they shall not make, nor permit to be made, any modification or repairs to, or replacement, renewal or installation of, the Vessel or equipment installed on it or alter the structure, type or performance characteristics of the Vessel unless such modifications, repairs, replacement, renewal, installation or alteration:

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
35

 (i)
is required by the Classification Society for the purposes of maintaining the Vessel's classification or is required by any applicable laws and regulations relating to the Vessel;
 

 (ii)
relates to the installation of exhaust gas cleaning systems (scrubbers);
 

 (iii)
would not:
 

 (1)
have an adverse effect on the Vessel's fitness for purpose;
 

 (2)
alter the structure, type or performance characteristics of the Vessel; and/or
 

 (3)
diminish the value of the Vessel or have an adverse effect on the safety or performance of the Vessel,
 
and if such modification, repair, replacement, renewal installation or alternation is approved or satisfies the requirements of this clause, once effected, shall form part of the Vessel and the title of any equipment or parts replaced due to such modification, repair, replacement, renewal, installation or alternation shall vest in and remain with the Owners;
 
(ee)
the Vessel will not be permitted to trade in any zone which is declared a war zone by any government or the Vessel's war risks insurers, unless the Charterers have (i) obtained the written consent of the Owners (such consent not to be unreasonably withheld or delayed) prior to engaging in any such trading and (ii) (at the Charterers' expense) effected all necessary special, additional or modified insurance cover for trading in such war zone and have complied with the terms of Clause 38 (Insurances) any requirement as may be prescribed by the insurers;
 
(ff)
the Charterers shall comply, and will procure that each other Obligor, each other member of the Group and (on best effort basis) any Sub-charterer will comply, with all Sanctions and all laws and regulations relating to such person, the Vessel and its construction, ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code (including, but not limited to, the maintenance of an ISSC), all Environmental Laws, all Anti-Money Laundering Laws, Business Ethics Laws and the laws of the Vessel's registry, and in particular, they shall effect and maintain a sanctions compliance policy which, inter alia, implements the recommendations of the Sanctions Advisory, to ensure compliance with all such laws and regulations implemented from time to time, including, without limitation, they will, and will procure that each other Obligor:
 

 (i)
conduct their activities in a manner consistent with Sanctions;
 

 (ii)
have sufficient resources in place to ensure execution of and compliance with their own Sanctions policies by their personnel, e.g., direct hires, contractors, and staff;
 

 (iii)
ensure subsidiaries comply with the relevant policies, as applicable;
 

 (iv)
have relevant controls in place to monitor automatic identification system (AIS) transponders;
 

 (v)
have controls in place to screen and assess onboarding or offloading cargo in areas they determine to present a high risk;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
36

 (vi)
have controls to assess authenticity of bills of lading, as necessary; and
 
 
(vii)
have controls in place consistent with the Sanctions Advisory; and       
 
(gg)
the Charterers:


(i)
shall or shall procure that any other organisation or person whom the Charterers have contractually agreed to take over all duties and responsibilities imposed by the ISM Code (including the relevant Approved Manager as an ISM Company or any Sub-charterer) will:
 

 (1)
surrender any Emission Allowances in respect of the Vessel under any applicable Emission Scheme; and
 

 (2)
promptly upon the Owners' reasonable request, provide and submit such signed mandate letter in the form required by the Owners and the relevant administering authority and provide any other information and documents as required by the Owners and/or the relevant administering authority in relation to any applicable Emission Scheme, and, in such case, the Owners shall promptly, to the extent reasonably practicable, provide any necessary information and sign any requested mandate or other instrument as may be requested by the relevant administering authority; and
 

 (ii)
shall fulfil all obligations which may be imposed on the Owners as registered owner of the Vessel by the MARPOL Carbon Intensity Regulations;
 
(hh)
without prejudice to paragraph (gg) above, in relation to EU ETS:
 

 (i)
the Charterers acknowledge that if the Vessel stops at ports in the European Union, they will incur liabilities under EU ETS and Fuel EU Maritime;
 

 (ii)
the Charterers acknowledge and agree that if they intend to sail the Vessel into ports in the European Union, the Charterers shall register the Vessel as part of a shipping company as required under the EU ETS and shall comply in all respects with the EU ETS and Fuel EU Maritime;
 

 (iii)
if required by the competent administering authority or as reasonably required by the Owners (due to the requirements of the competent administering authority), the Charterers shall provide a letter in a format to be agreed between the Owners, the Charterers and the relevant Approved Manager (and which is in a format acceptable to the competent Emission Scheme Authority) confirming that they or the competent ISM Company have assumed responsibility for the operation of the Vessel from the Owners (the "EU ETS Maritime Letter"); and
 

 (iv)
the Charterers shall, or procure that the relevant Approved Manager as ISM Company shall, submit the EU ETS Maritime Letter to the relevant Emission Scheme Authority upon registration of the Vessel pursuant to the EU ETS and shall provide the Owners with evidence of such registration (if available by the said authority) promptly and, in such case, the Owners shall promptly, to the extent reasonably practicable, provide any necessary information and sign the aforesaid EU ETS Maritime Letter in order to allow the Charterers to proceed promptly with the submission to the relevant administering authority; and

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
37
(ii)
the Charterers shall (and shall procure that each of the Approved Manager and where/if applicable, on a best efforts basis the Sub-charterer shall):
 

 (i)
co-operate and exchange all relevant data and information with each other in a timely manner to:
 

 (1)
facilitate compliance by the Charterers and any other Emission Scheme Participant with any applicable Emission Scheme; and
 

 (2)
enable the Charterers and any other Emission Scheme Participant to calculate the amount of Emission Allowances in respect of the Vessel which are required to be surrendered to the relevant Emission Scheme Authority for that Emission Scheme during the Charter Period; and
 

 (ii)
promptly supply to the relevant Emission Scheme Authority relating to any applicable Emission Scheme with all relevant documents (including without limitation, any relevant mandating documents required in connection with surrendering the relevant Emission Allowances to the relevant Emission Scheme Authority relating to the relevant Emission Scheme) required to be provided to such Emission Scheme Authority relating to such Emission Scheme,
 
and to do all such things necessary or advisable to ensure that the Owners, the Charterers, each Emission Scheme Participant and the Vessel will be in compliance with all Environmental Laws and the Owners shall in all such cases promptly, to the extent reasonably practicable, provide any necessary information and sign such documents, as may be reasonably requested by the Charterers in relation to the above.
 
CLAUSE 46(A) – INSPECTION OF VESSEL
 
46(A).1 The Owners shall be entitled to inspect or survey the Vessel, its logs and records or instruct a duly authorised surveyor to carry out such survey on their behalf:
 
(a)
to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained;
 
(b)
in dry-dock if the Charterers have not dry-docked the Vessel in accordance with Clause 10(g);
 
(c)
for any purpose that the Owners deem appropriate in their absolute discretion (acting reasonably),
 
(d)
and the Charterers shall (at the Charterers' cost and expense) arrange for all transport, accommodation and on-site support required for such inspections or surveys.
 
46(A).2
The Owners shall be entitled to exercise its rights of inspection or survey as described under Clause 46(A):

(a)
if no Termination Event or Potential Termination Event has occurred and is continuing, once a year without interference or delay to the operation and trading of the Vessel with thirty (30) days prior notice to the Charterers and the Charterers shall bear the costs and expenses incurred in connection with such inspections and/or surveys (including, but not limited to, the fees, costs and expenses of any surveyor appointed by the Owners); or

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
38
(b)
if a Termination Event or Potential Termination Event has occurred and is continuing, at any time with prior written notice and for as many times as the Owners deem necessary, and the Charterers shall bear the costs incurred in connection with such inspections and/or surveys (including, but not limited to, the fees, costs and expenses of any surveyor appointed by the Owners).
 
CLAUSE 47 – PURCHASE OPTION
 
47.1
Provided no Termination Event has occurred and is continuing, the Charterers shall have the option to purchase the Vessel on any date falling twelve (12) months after the Commencement Date (the "Purchase Option Date"), subject always to giving the Owners no less than sixty (60) days' (or such lesser period as agreed by the Owners) prior written notice (the "Purchase Option Notice").
 
47.2
A Purchase Option Notice shall be signed by a duly authorised officer or attorney of the Charterers and, once delivered to the Owners, is irrevocable and the Charterers shall be bound to pay to the Owners the Purchase Option Price on the Purchase Option Date.
 
47.3
Only one Purchase Option Notice may be served throughout the duration of the Charter Period.
 
47.4
Upon the Owners' receipt in full of the Purchase Option Price, the Owners shall transfer the legal and beneficial ownership of the Vessel on an "as is where is" basis (and otherwise in accordance with the terms and conditions set out at Clauses 49.1(a) and 49.1(b)) to the Charterers or their nominees and shall execute a bill of sale and a protocol of delivery and acceptance evidencing the same and any other document strictly necessary to transfer the title of the Vessel to the Charterers (and to the extent required for such purposes the Vessel shall be deemed first to have been redelivered to the Owners).
 
CLAUSE 48 – PURCHASE OBLIGATION
 
Provided all moneys owing and payable under this Charter have been fully and irrevocably paid to the Owners, the Charterers shall be obliged to purchase from the Owners all of the Owners' beneficial and legal right, title and interest in the Vessel and all belonging to her and the Owners and the Charterers shall perform their obligations referred to in Clause 49 (Sale of the Vessel) and the Charterer shall pay the Purchase Obligation Price on the Maturity Date in relation thereto (unless the Owners agree otherwise in writing and upon such terms and conditions as the Owners may deem fit in their absolute discretion).
 
CLAUSE 49 – SALE OF THE VESSEL
 
49.1
All legal and beneficial interest and title in the Vessel shall be transferred to the Charterers by the Owners upon receipt by the Owners of the Purchase Option Price or the Purchase Obligation Price or the Termination Sum or the Special Termination Sum (as the case may be) on an "as is where is" basis and on the following terms and conditions:

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
39
(a)
the Charterers expressly agree and acknowledge that no condition, warranty or representation of any kind is or has been given by or on behalf of the Owners in respect of the Vessel or any part thereof, and accordingly the Charterers confirm that they have not, in entering into this Charter, relied on any condition, warranty or representation by the Owners or any person on the Owners' behalf, express or implied, whether arising by law or otherwise in relation to the Vessel or any part thereof, including, without limitation, warranties or representations as to the description, suitability, quality, merchantability, fitness for any purpose, value, state, condition, appearance, safety, durability, design or operation of any kind or nature of the Vessel or any part thereof, and the benefit of any such condition, warranty or representation by the Owners is hereby irrevocably and unconditionally waived by the Charterers to the extent permissible under applicable law, the Charterers hereby also waive any rights which they may have in tort in respect of any of the matters referred to under this clause and irrevocably agree that (i) the Owners shall have no greater liability in tort in respect of any such matter than they would have in contract after taking account of all of the foregoing exclusions; (ii) no third party making any representation or warranty relating to the Vessel or any part thereof is the agent of the Owners nor has any such third party authority to bind the Owners thereby and (iii) notwithstanding anything contained above, nothing contained herein is intended to obviate, remove or waive any rights or warranties or other claims relating thereto which the Charterers (or their nominee acceptable to the Owners) or the Owners may have against the manufacturer or supplier of the Vessel or any third party;
 
(b)
the Vessel shall be free from all mortgages or any other liens, encumbrances, claims or debts whatsoever, created or permitted to exist by the Owners (save for those mortgages, liens, encumbrances or debts created under the Leasing Documents or incurred by the Charterers or arising out of or in connection with this Charter);
 
(c)
the Purchase Option Price or the Purchase Obligation Price (as the case may be) shall be paid by (or on behalf of) the Charterers to the Owners on respectively the Purchase Option Date or the Maturity Date, together with unpaid amounts of Charterhire and other moneys owing by or accrued or due from the Charterers under this Charter on or prior to the Purchase Option Date or Maturity Date (as the case may be) which remain unpaid; and
 
(d)
upon the Purchase Option Price or the Purchase Obligation Price (as the case may be) and all other moneys payable under this Charter being fully and irrevocably paid to the Owners on, and in accordance with, the terms set forth in this Charter (except in the case of Total Loss) the Owners agree (at the cost of the Charterers) to enter into (i) a bill of sale and (ii) a protocol of delivery and acceptance, and the Vessel shall accordingly be deemed delivered to the Charterers on the date and time set out in such protocol of delivery and acceptance (and to the extent required for such purposes the Vessel shall be deemed first to have been redelivered to the Owners).
 
(e)
The Owners shall not be obliged to do anything pursuant to this Clause 49 (Sale of the Vessel) or other terms of this Charter which would (in the Owners' opinion (acting reasonably)) constitute a breach of any quiet enjoyment agreement to which they are a party.
 
CLAUSE 50 – INDEMNITIES
 
50.1
The Charterers shall upon the Owners' demand, fully indemnify the Owners against, and keep the Owners harmless from, all documented claims, expenses, liabilities, losses, taxes, fees (including, but not limited to, any tax applied to any such amounts, any interest or penalties applied to such amounts and any vessel registration and tonnage fees) suffered or incurred by or imposed on the Owners arising from this Charter and any Leasing Document or Assignable Sub-charter, whether prior to, during or after termination of this Charter and whether or not the Vessel is in the possession or the control of the Charterers, including, without limitation:
 
(a)
as a result of incorporating the Owners in the relevant jurisdiction selected by the Charterers or required for the purpose of flying the flag of the Vessel in a particular jurisdiction;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
40
(b)
in connection with delivery, possession, performance, control, registration, repair, survey, insurance, maintenance, manufacture, purchase, financing, re-financing, ownership and operation of the Vessel by the Owners;
 
(c)
in connection with the prevention or release of liens or detention of or requisition, use, operation or redelivery, sale or disposal of the Vessel or any part of it;
 
(d)
in connection with putting the Vessel in a re-deliverable condition in accordance with this Charter;
 
(e)
as a consequence of any non-compliance or breach by any Obligor of any applicable tax laws or regulations or any losses caused to the Owners by any failure of the Charterers to comply with their obligations under Clause 51 (No Set-off or Tax Deduction) of this Charter (including where any such failure is occasioned by the applicable law preventing the Charterers from paying without deduction and/or from grossing up);
 
(f)
all premia and other documented expenses which are reasonably incurred by (i) the Owners in connection with or with a view to effecting, maintaining or renewing lessors' or innocent owners' interest insurance and lessors' or innocent owners' additional perils (pollution) insurance or any similar protective shipowner insurance that is taken out in respect of the Vessel on such terms and conditions as the Owners may from time to time impose, and/or (ii) the Owners or the Owners' Financier (if any) in connection with or with a view to effecting, maintaining or renewing a mortgagee's interest insurance and a mortgagee's additional perils (pollution) insurance that is taken out in respect of the Vessel on such terms and conditions as the Owners or the Owners' Financier (if any) may from time to time impose. In each case, the amount of the insurances referred to in this clause shall be equal to at least one hundred and twenty per cent. (120%) of the higher of (i) the prevailing Market Value of the Vessel at the relevant time, or (ii) the Outstanding Finance Amount at the relevant time;
 
(g)
all premia and documented expenses reasonably incurred by the Owners and/or the Owners' Financier (if any) in respect of any other insurances which the Owners and/or the Owners' Financier (if any) deem necessary and take out in respect of the Vessel, including, but without limitation to, any freight, demurrage and defence cover on such terms and conditions as the Owners may from time to time effect pursuant to Clause 38 (Insurance);
 
(h)
all other premia and documented expenses reasonably incurred by the Owners and/or the Owners' Financier (if any) in respect of the Insurances of the Vessel pursuant to Clause 38 (Insurance);
 
(i)
all loss or damage to the Vessel (insofar as the Owners shall not be reimbursed by the proceeds of any insurance in respect thereof) however caused occurring at any time or times before physical possession thereof is retaken by the Owners, reasonable wear and tear to the Vessel only excepted;
 
(j)
all losses, documented costs or charges reasonably incurred by the Owners by reason thereof in re-taking possession or otherwise in re-acquiring the Vessel pursuant to Clause 37 (Possession of Vessel);
 
(k)
all documented losses, costs, charges and expenses incurred by the Owners in collecting any Charterhire, Advance Charterhire or other payments not paid on the due date under this Charter and in remedying any other failure of the Charterers to observe the terms and conditions of this Charter;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
41
(l)
any claims made by any person arising after the date of the letter of indemnity as referred to in the above Clause 49.1(d) in connection with the Vessel;
 
(m)
all losses, documented costs and expenses reasonably incurred by the Owners as a result of steps taken by the Owners under Clause 44(A).2;
 
(n)
all losses, documented costs and expenses reasonably incurred by the Owners in connection with any proposed modifications, repairs, replacement, installation or alteration of the Vessel pursuant to Clause 46.1(dd);
 
(o)
any such losses, liabilities, documented costs or expenses the Owners determine (acting reasonably) will be or has been suffered for or on account of any tax by them in respect of any Leasing Document, together with any interest, penalties, costs and expenses payable or incurred;
 
(p)
in connection with or following the occurrence of a Termination Event or any breach of any terms of any Leasing Document; and
 
(q)
all documented costs and expenses (including legal fees) incurred by the Owners in connection with the enforcement of, or the preservation of any rights under, any Leasing Document or any Security Interest created thereunder and with any proceedings instituted by or against the Owners as a consequence of entering into any Leasing Document, taking or holding any Security Interests created thereunder or enforcing those rights, including, without limitation, any losses, costs and expenses which the Owners may from time to time sustain, incur or become liable by reason of the Owners being the registered owner of the Vessel and/or being deemed by any court or authority to be an operator or controller, or in any way concerned in the operation or control, of a Vessel.
 
Without prejudice to its generality, this clause covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code, the ISPS Code, the MARPOL Protocol, any Environmental Law or any Sanctions or in connection with any Environmental Claim.
 
50.2
Without prejudice to the above Clause 50.1, if any sum (a "Sum") due from an Obligor under the Leasing Documents, or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:
 
(a)
making or filing a claim or proof against that Obligor; or
 
(b)
obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
 
the Charterers shall, as an independent obligation, on demand, indemnify the Owners against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
42
50.3
The obligations of the Charterers under Clause 50 (Indemnities) and in respect of any Security Interest created pursuant to the Security Documents will not be affected or discharged by an act, omission, matter or thing which would reduce, release or prejudice any of its obligations under Clause 50 (Indemnities) or in respect of any Security Interest created pursuant to the Security Documents (without limitation and whether or not known to it or any Obligor) including:
 
(a)
any time, waiver or consent granted to, or composition with, any Obligor or other person;
 
(b)
the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of the Obligor or any of its Affiliates;
 
(c)
the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
 
(d)
any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;
 
(e)
any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Leasing Document or any other document or security;
 
(f)
any unenforceability, illegality or invalidity of any obligation of any person under any Security Document or any other document or security; or
 
(g)
any insolvency or similar proceedings.
 
50.4
Notwithstanding anything to the contrary herein (but subject and without prejudice to Clause 33 (Cancellation)) and without prejudice to any right to damages or other claim which the Charterers may have at any time against the Owners under this Charter, the indemnities provided by the Charterers in favour of the Owners shall continue in full force and effect notwithstanding any breach of the terms of this Charter or termination of this Charter pursuant to the terms hereof or termination of this Charter by the Owners.
 
50.5
All rights which the Charterers have at any time (whether in respect of this Charter or any other transaction) against the other Obligors or any of them shall be fully subordinated to the rights of the Owners under the Leasing Documents and until the end of this Charter and unless the Owners otherwise direct, the Charterers shall not exercise any rights which it may have (whether in respect of this Charter or any other transaction) by reason of performance by it of its obligations under the Leasing Documents or by reason of any amount becoming payable, or liability arising, under this clause:
 
(a)
to be indemnified by the Guarantor;
 
(b)
to claim any contribution from any third-party providing security for, or any other guarantor of, the Guarantor's obligations under the Leasing Documents;
 
(c)
to take any benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Guarantor or any of them under the Leasing Documents or of any other guarantee or security taken pursuant to, or in connection with, the Leasing Documents by any of the aforesaid parties;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
43
(d)
to bring legal or other proceedings for an order requiring any of the Guarantor or any of them to make any payment, or perform any obligation, in respect of any Leasing Document;
 
(e)
to exercise any right of set-off against any of the Guarantor; and/or
 
(f)
to claim or prove as a creditor of the Guarantor,
 
and if the Charterers receive any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Owners by the Guarantor under or in connection with the Leasing Documents to be repaid in full on trust for the Owners and shall promptly pay or transfer the same to the Owners as may be directed by the Owners.
 
50.6
The Charterers hereby irrevocably agree to indemnify and hold harmless the Owners against any claim, expense, liability or loss incurred by the Owners (and which is notified to the Charterers) in liquidating or employing deposits from the Owners' Financier or third parties to fund the acquisition of the Vessel pursuant to the MOA, on or prior to the Commencement Date.
 
50.7
Notwithstanding anything to the contrary herein (but subject and without prejudice to Clause 33 (Cancellation)) and without prejudice to any right to damages or other claim which the Charterers may have at any time against the Owners under this Charter, the indemnities provided by the Charterers in favour of the Owners shall continue in full force and effect notwithstanding any breach of the terms of this Charter or termination of this Charter pursuant to the terms hereof or termination of this Charter by the Owners.
 
CLAUSE 51 – NO SET-OFF OR TAX DEDUCTION
 
51.1
All payments of the Charterhire, the Advance Charterhire, the Purchase Obligation Price, the Purchase Option Price, the Upfront Fee or and any other payment made from the Charterers to enable the Owners to pay all amounts under a Leasing Document shall be paid punctually:
 
(a)
without any form of set-off (other than as agreed under the MOA and this Charter), cross-claim or condition and in the case of the Charterhire, the Advance Charterhire or the Upfront Fee, without previous demand unless otherwise agreed with the Owners;
 
(b)
free and clear of all present and future taxes, levies, duties or deduction of any nature whatsoever, whether levied now or in the future; and
 
(c)
free and clear of any tax deduction or withholding unless required by law.
 
51.2
Without prejudice to Clause 51.1, if the Owners are required by law to make a tax deduction from any payment:
 
(a)
the Owners shall notify the Charterers as soon as they become aware of the requirement; and
 
(b)
the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Owners receive and retain (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which they would otherwise have received.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
44
51.3
In this Clause "tax deduction" means any deduction or withholding for or on account of any present or future tax, other than a FATCA Deduction.
 
CLAUSE 52 – INCREASED COSTS
 
52.1
This Clause 52 (Increased Costs) applies if the Owners notify the Charterers that they consider that as a result of:
 
(a)
the introduction or alteration after the date of this Charter of a law or an alteration after the date of this Charter in the manner in which a law is interpreted or applied (disregarding any effect which relates to the application to payments under this Charter of a tax on the Owners' overall net income); or
 
(b)
complying with any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Owners allocates capital resources to their obligations under this Charter) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Charter,
 
the Owners (or a parent company of them) or the Owners' Financier has incurred or will incur an "increased cost".
 
52.2
In this Clause 52, "increased cost" means, in relation to the Owners or the Owners' Financier:
 
(a)
An additional or increased cost incurred as a result of, or in connection with, as the case may be, (i) the Owners having entered into, or being a party to, this Charter, of funding the acquisition of the Vessel pursuant to the MOA or performing their obligations under this Charter or (ii) the Owners’ Financier entering into the funding arrangements described under Clause 58.2(a);
 
(b)
a reduction in the amount of any payment to the Owners under this Charter or in the effective return which such a payment represents to the Owners on their capital;
 
(c)
an additional or increased cost of funding the acquisition of the Vessel pursuant to the MOA; or
 
(d)
a liability to make a payment, or a return foregone, which is calculated by reference to any amounts received or receivable by the Owners under this Charter,
 
and for the purposes of this Clause 52.2 the Owners may in good faith allocate or spread costs and/or losses among their assets and liabilities (or any class of their assets and liabilities) on such basis as they consider appropriate.
 
52.3
Subject to the terms of Clause 52.1, the Charterers shall pay to the Owners, on the Owners' demand, the amounts which the Owners from time to time notify the Charterers to be necessary to compensate the Owners for the increased cost.
 
Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
45
CLAUSE 53 – FATCA
 
53.1
Defined terms

For the purposes of this Clause 53 (FATCA), the following terms shall have the following meanings:
 
"Code" means the United States Internal Revenue Code of 1986, as amended.

"FATCA" means:
 

 (a)
sections 1471 to 1474 of the Code or any associated regulations;
 

 (b)
any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
 

 (c)
any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the IRS, the US government or any governmental or taxation authority in any other jurisdiction.
 
"FATCA Deduction" means a deduction or withholding from a payment under this Charter or the Leasing Documents required by or under FATCA.
 
"FATCA Exempt Party" means a Relevant Party that is entitled under FATCA to receive payments free from any FATCA Deduction.
 
"FATCA Non-Exempt Party" means any Relevant Party who is not a FATCA Exempt Party.

"Relevant Party" means any of the parties to this Charter and the Leasing Documents.

"IRS" means the United States Internal Revenue Service or any successor taxing authority or agency of the United States government.
 
53.2
FATCA Information
 
(a)
Subject to paragraph (c) below, each Relevant Party shall within ten (10) Business Days of a reasonable request by another Relevant Party:
 

 (i)
confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and
 

 (ii)
supply to the requesting party (with a copy to all other Relevant Parties) such other form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any other documentation and other information relating to its status under FATCA (including its applicable "pass thru percentage" or other information required under FATCA or other official guidance including intergovernmental agreements) as the requesting party reasonably requests for the purpose of the requesting party's compliance with FATCA.
 
(b)
If a Relevant Party confirms to any other Relevant Party that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 showing that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that party shall so notify all other Relevant Parties reasonably promptly.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
46
(c)
Nothing in this clause shall oblige any Relevant Party to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of that party, any fiduciary duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that nothing in this paragraph shall excuse any Relevant Party from providing a true, complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such party for purposes of this paragraph.
 
(d)
If a Relevant Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with the provisions of this Charter or the provided information is insufficient under FATCA, then:
 

 (i)
if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of this Charter and the other Leasing Documents as if it is a FATCA Non-Exempt Party; and
 

 (ii)
if that party failed to confirm its applicable passthrough percentage then such party shall be treated for the purposes of this Charter and the other Leasing Documents (and payments made thereunder) as if its applicable passthrough percentage is 100%,
 
until (in each case) such time as the party in question provides sufficient confirmation, forms, documentation or other information to establish the relevant facts.
 
53.3
FATCA Deduction and gross-up by Relevant Party
 
(a)
If the representation made by the Charterers under Clause 45.1(n) (Representations and Warranties) proves to be untrue or misleading such that the Charterers are required to make a FATCA Deduction, the Charterers shall make the FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA.
 
(b)
If the Charterers are required to make a FATCA Deduction then the Charterers shall increase the payment due from them to the Owners to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required.
 
(c)
The Charterers shall promptly upon becoming aware that they must make a FATCA Deduction (or that there is any change in the rate or basis of a FATCA Deduction) notify the Owners accordingly. Within thirty (30) days of the Charterers making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Charterers shall deliver to the Owners evidence satisfactory to the Owners that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental or taxation authority.
 
53.4
FATCA Deduction by Owners
 
The Owners may make any FATCA Deduction they are required by FATCA to make, and any payment required in connection with that FATCA Deduction, and the Owners shall not be required to increase any payment in respect of which they make such a FATCA Deduction or otherwise compensate the recipient for that FATCA Deduction.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
47
53.5
FATCA Mitigation
 
Notwithstanding any other provision to this Charter, if a FATCA Deduction is or will be required to be made by any party under Clause 53.3 in respect of a payment to the Owners as a result of the Owners not being a FATCA Exempt Party, the Owners shall have the right to transfer their interest in the Vessel (and this Charter) to any person nominated by the Owners and all costs in relation to such transfer shall be for the account of the Charterers.
 
CLAUSE 54 – GENERAL APPLICATION OF PROCEEDS
 
54.1
Any Net Trading Proceeds, Net Sales Proceeds, Total Loss Proceeds, any proceeds realized or received by the Owners in connection with the enforcement of the Security Documents (unless otherwise specified in the Security Documents) shall be applied in the following order of application against amounts payable under the Leasing Documents:
 
(a)
firstly, in or towards any amounts outstanding under the Leasing Documents other than the Termination Sum or the Special Termination Sum (as the case may be) (including, but not limited to, any costs and expenses incurred in the enforcement of the Security Documents, to the extent these are not covered under the Termination Sum or the Special Termination Sum (as the case may be));
 
(b)
secondly, in or towards satisfaction of the Charterers' obligation to pay the Termination Sum or the Special Termination Sum (as the case may be) (or such portion of it that then remains unpaid) in any order of application in the amounts comprising the Termination Sum or the Special Termination Sum (as the case may be) as the Owners may determine; and
 
(c)
thirdly, upon satisfaction in full of all amounts payable to the Owners under the Leasing Documents, in payment of any surplus to the Charterers, subject to no actual or contingent liabilities existing at the relevant time.
 
CLAUSE 55 – CONFIDENTIALITY
 
55.1  The Parties agree to keep the terms and conditions of this Charter and any other Leasing Documents (the "Confidential Information") strictly confidential, provided that a Party may disclose Confidential Information in the following cases:
 
(a)
it is already known to the public or becomes available to the public other than through the act or omission of the disclosing Party;
 
(b)
it is required to be disclosed under the applicable laws of any Relevant Jurisdiction, by a governmental order, decree, regulation or rule, by an order of a court, tribunal or listing exchange of the Relevant Jurisdiction, provided that the disclosing Party shall give written notice of such required disclosure to the other Party prior to the disclosure;
 
(c)
it is required to be disclosed by any stock exchange and/or securities and exchange commission rules (including, but not limited to, the US Securities and Exchange Commission Rule or the Nasdaq Rules);
 
(d)
in filings with a court or arbitral body in proceedings in which the Confidential Information is relevant and in discovery arising out of such proceedings;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
48
(e)
to (or through) whom a Party assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Leasing Document (as permitted by the terms thereof), provided that such person receiving Confidential Information shall undertake that it would not disclose Confidential Information to any other party save for circumstances arising which are similar to those described under this clause or such other circumstances as may be permitted by all Parties;
 
(f)
to any of the following persons on a need to know basis:
 

 (i)
a shareholder or an Affiliate of either Party or a party referred to in either paragraph (e) or (f) (including the employees, officers and directors thereof);
 

 (ii)
professional advisers retained by a disclosing party; or
 

 (iii)
persons advising on, providing or considering the provision of financing to the disclosing party or an Affiliate,
 
provided that the disclosing party shall exercise due diligence to ensure that no such person shall disclose Confidential Information to any other party save for circumstances arising which are similar to those described under this clause or such other circumstances as may be permitted by all Parties; or
 
(g)
with the prior written consent of all Parties.
 
CLAUSE 56 – PARTIAL INVALIDITY
 
If, at any time, any provision of a Leasing Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
 
CLAUSE 57 – SETTLEMENT OR DISCHARGE CONDITIONAL
 
57.1
Any settlement or discharge under any Leasing Document between the Owners and any Obligor or any other person shall be conditional upon no security or payment to the Owners by any Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.
 
57.2
If the Owners consider (acting reasonably) that an amount paid or discharged by, or on behalf of, an Obligor in purported payment or discharge of an obligation of that Obligor to the Owners under the Leasing Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Leasing Documents.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
49
CLAUSE 58 – CHANGES TO THE PARTIES
 
58.1
Assignment or transfer by the Charterers
 
The Charterers shall not assign their rights or transfer by novation any of their rights and obligations under the Leasing Documents except with the prior consent in writing of the Owners.
 
58.2
Assignment or transfer by the Owners
 
Subject to Clause 35 (Quiet Enjoyment) above, the Charterers acknowledge that, at any time during the Charter Period:
 
(a)
the Owners are entitled to enter into certain funding arrangements with their financier(s), (the "Owners' Financier"), in order to finance in part or in full of the Purchase Price, which funding arrangements may be secured, inter alia, by the relevant Financial Instruments;
 
(b)
the Owners may do any of the following as security for the funding arrangements referred to in paragraph (a) above, in each case, without the prior consent of the Charterers:
 

 (i)
execute a ship mortgage over the Vessel or any other Financial Instrument in favour of an Owners' Financier;
 

 (ii)
assign their rights and interests to, in or in connection with this Charter and any other Leasing Document in favour of that Owners' Financier;
 

 (iii)
assign their rights and interests to, in or in connection with the Insurances, the Earnings and the Requisition Compensation of the Vessel in favour of that Owners' Financier;
 

 (iv)
any other Financial Instrument in favour of the Owners' Financier; and
 

 (v)
enter into any other document or arrangement which is necessary to give effect to such financing arrangements; and
 
(c)
the Charterers undertake to comply and shall procure that the other Obligors shall comply, and provide such information and documents reasonably required to enable the Owners to comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in any Financial Instrument or as may be directed from time to time during the currency of this Charter by the Owners' Financier in conformity with any Financial Instrument. The Charterers further agree and acknowledge all relevant terms, conditions and provisions of each Financial Instrument (if any) and agree that they and any other Obligor shall acknowledge any such assignments and other security in writing in any form that may be required by the Owners' Financier.
 
(d)
the Owners may assign or transfer by novation (or otherwise) any of its rights and obligations under the Leasing Documents and/or sell the Vessel at any time:
 

 (i)
to an Affiliate of the Owners or an Owners' Financier without any consent of the Charterers;
 

 (ii)
to another lessor or financial institution or trust, fund, leasing company or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (for the avoidance of doubt, expressly excluding any hedge fund, private equity fund or any equity owned or controlled by a competitor of the Charterers),

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
50

 (A)
with the prior written consent of the Charterers (such consent not to be unreasonably withheld or delayed) if there is no Termination Event on the date when the consent is sought; or
 

 (B)
without any consent of the Charterers following the occurrence of a Termination Event which is continuing; and
 

 (iii)
in accordance with the Charterers' exercise of the Purchase Option under Clause 47 or of the Purchase Obligation under Clause 48.
 
(e)
Following any change in the registered ownership of the Vessel permitted pursuant to Clause 58.2, this Charter would continue on identical terms (save for logical, consequential or mutually agreed amendments), and the Charterers hereby agree that they shall be liable to the aforesaid new owner of the Vessel for its performance of all obligations pursuant to this Charter after change of the registered ownership of the Vessel from the Owners to such new owner and shall procure that:
 

 (i)
any other Obligor which is a party to a Leasing Document:
 

 (A)
remains liable to the new owner of the Vessel for its performance of all obligations pursuant to such Leasing Document; and
 

 (B)
enters into all necessary documents or takes any necessary actions required for such Leasing Document and any Security Interest created thereunder remaining in full force and effect as from the completion of the relevant sale; and
 

 (ii)
the Guarantor shall each execute a guarantee in favour of the new owners for the inter alia, obligations of the Charterers under this Charter, in substantially in the same form as the Guarantee (or such other form as the Guarantor and the new owners may agree).
 
58.3
The Charterers agree and undertake to (and will procure the other Obligor to) enter into any such usual documents as the Owners shall require to complete or perfect the assignment or transfer of the Vessel (with the benefit and burden of this Charter and other Leasing Documents) and the Owner's rights and obligations under the Leasing Documents pursuant to Clause 58.2.
 
58.4
Unless otherwise expressly stated in this Charter, each of the Owners and the Charterers shall bear their own costs arising from any assignment, transfer or sale of the Vessel by the Owners as permitted under this Clause 58.2.
 
CLAUSE 59 – MISCELLANEOUS
 
59.1
The Charterers waive any rights of sovereign immunity which they or any of their assets may enjoy in any jurisdiction and subjects itself to civil and commercial law with respect to their obligations under this Charter.
 
59.2
No term of this Charter is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not party to this Charter.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
51
59.3
This Charter and each Leasing Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Charter or that Leasing Document, as the case may be.
 
59.4
These additional clauses shall be read together with the Standard Bareboat Charter, and shall constitute a single instrument. In the case of any conflict between the provisions of these additional terms and the Standard Bareboat Charter, these additional terms shall prevail.
 
59.5
This Charter contains all the understandings and agreements of whatsoever kind and nature existing between the parties in respect of this Charter, the rights, interests, undertakings agreements and obligations of the parties to this Charter and shall supersede all previous and contemporaneous negotiations and agreements.
 
59.6
The termination of this Charter for any cause whatsoever shall not affect the right of the Owners to recover from the Charterers any money due to the Owners on or before the termination in consequence thereof and all other rights of the Owners (including, but not limited to, any rights, benefits or indemnities which are expressly provided to continue after the termination of this Charter) are reserved hereunder.
 
59.7
Nothing in this Charter creates, constitutes or evidences any partnership, joint venture, agency, trust or employer/employee relationship between the parties, and neither party may make, or allow to be made any representation that any such relationship exists between the parties. Neither party shall have the authority to act for, or incur any obligation on behalf of, the other party, except as expressly provided in this Charter.
 
59.8
The rights, powers and remedies provided in this Charter are cumulative and not exclusive of any rights, powers or remedies at law or in equity unless specifically otherwise stated.
 
59.9
The Owners may set off any matured and/or contingent obligation due from any Obligor under the Leasing Documents (to the extent beneficially owned by the Owners) against any obligation (whether matured or not) owed by the Owners to that or any other Obligor, regardless of the place of payment or currency of either obligation. If the obligations are in different currencies, the Owners may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. Other than as explicitly set out in the Leasing Documents, no member of the Group may set off any matured and/or contingent obligation due from the Owners under the Leasing Documents (to the extent beneficially owned by any Obligor) against any obligation (whether matured or not) owed by any member of the Group to the Owners, regardless of the place of payment or currency of either obligation.
 
CLAUSE 60 - RECORDATION OF FINANCING CHARTER
 
60.1
Without prejudice and in addition to the Owners' rights under this Charter:
 
(a)
for all purposes under Section 100A of the Liberian Maritime Law (the "Maritime Law"), the Owners and the Charterers acknowledge and agree that (i) this Charter shall be construed as a "financing charter", as such term is defined in Section 29(4) of the Maritime Law, and (ii) this Charter is intended to be deemed under the Maritime Law as a preferred mortgage over the Vessel granted by the Charterers, as owner, in favour of the Owners, as mortgagee;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
52
(b)
in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Charterers hereby grant, convey, mortgage, pledge, confirm, assign, transfer and set over the whole of the Vessel to the Owners, as mortgagee, as security for the performance and observance of and compliance with all their obligations as Charterers under, and the covenants, terms and conditions contained in, this Charter and the other Leasing Documents to which the Charterers are or may become a party; and
 
(c)
At their sole cost and expense, the Charterers shall cause this Charter to be recorded as a financing charter in accordance with the Maritime Act and will perform all such acts as may be reasonably requested by the Owners to accomplish the said recordation. For the purposes of recording this Charter under Section 100A of the Maritime Law as a financing charter:
 

 (i)
the name of the Vessel is m.v. "Nisea";
 

 (ii)
the official number of the Vessel is 26144;
 

 (iii)           the date of this Charter is  ______________________
 2026;
 

 (iv)
the name and address of the Owners are:
 
INSIGHT 40 HOLDING LIMITED
 
Room 1911, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong
 

 (v)
the name and address of the Charterers are:
 
NISEA MARITIME CO.
 
80 Broad Street, Monrovia, Liberia


 (vi)
the maximum aggregate of the nominal amount of all charterhire payments, termination payments, purchase obligation, and purchase or put option amounts which could under any circumstances be due and payable under this Standard Bareboat Charter and the other Leasing Documents, exclusive of any interest, indemnities, expenses or fees, is US$18,250,000 which is the total amount secured hereby.
 
(d)
The Charterers will place and at all times retain, a properly certified copy of this Charter on board the Vessel with the Vessel's papers and will cause such certified copy of this Charter and the Vessel's registration document to be exhibited to any and all persons having business therewith which might give rise to any lien thereon, other than liens for crew's wages, general average and salvage. In addition, the Charterers will place and keep prominently displayed in the chart room and in the master's cabin of the Vessel in a conspicuous place, a notice, framed under glass, printed in plain type of such size that the paragraph of reading material shall cover a reasonable space acceptable to the Owners reading as follows:
 
"THIS VESSEL IS OWNED BY INSIGHT 40 HOLDING LIMITED AND IS UNDER CHARTER TO NISEA MARITIME CO. PURSUANT TO THE TERMS OF THE STANDARD BAREBOAT CHARTER DATED AS OF________________________  (THE "CHARTER"). UNDER THE TERMS OF THE CHARTER, WHICH IS A FINANCING CHARTER UNDER THE MARITIME LAWS OF THE REPUBLIC OF LIBERIA, NEITHER THE CHARTERERS, NOR ANY SUB-CHARTERER, NOR THE MASTER NOR ANY OTHER PERSON HAS THE RIGHT, POWER OR AUTHORITY TO CREATE, INCUR OR PERMIT TO BE PLACED OR IMPOSED UPON THIS VESSEL ANY LIEN WHATSOEVER OTHER THAN PERMITTED SECURITY INTERESTS AS DEFINED IN THE CHARTER."

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
53
(e)
The Charterers hereby consent and agree, at their sole cost and expense, to the recordation of the Charter under 100A of the Maritime Law and will perform all such acts as may be reasonably requested by the Owners to accomplish said recordation.
 
(f)
Without prejudice to Clauses 60.1(a) to 60.1(e) above, to the extent law other than English law or Liberian law is deemed to apply to this Charter and the Charterers are deemed owners of the Vessel, the Charterers and Owners hereby further agree as follows:
 

 (i)
For the purpose of securing the obligations of the Charterers under this Charter and the other Leasing Documents to which the Charterers are or may become a party, the Owners and Charterers intend and agree that (i) this Charter shall be deemed to be a security agreement within the meaning of Article 9 of the Uniform Commercial Code (the "UCC") of the State of New York or of any other state of the United States of America is found to be applicable to the Charter, and (ii) pursuant to sub-paragraph (ii) of this paragraph (f) below, this Charter also creates a "security interest" under Section 1-203 of the UCC in all of the Charterers' right, title and interest in, to and under the Vessel and the Leasing Documents to which the Charterers are or may become a party (collectively, the "Collateral").
 
 
(ii)
To secure the obligations of the Charterers under this Charter and the other Leasing Documents to which the Charterers are or may become a party, the Charterers hereby grant to the Owners a lien on and security interest in and mortgage lien on all of the Collateral. The Charterers promptly shall take such action as may be necessary or advisable in the Owners' opinion to ensure that the lien, security interest and mortgage on the Collateral will be a perfected lien, security interest and mortgage of first priority under applicable law and will be maintained as such until payment and performance in full of all the obligations of the Charterers under the Leasing Documents to which the Charterers are or may become a party. Upon the occurrence and during the continuance of a Termination Event, the Owners shall have all rights and remedies under Clause 44 (Termination Events) of this Charter or otherwise provided to a secured creditor upon a default under the UCC or provided to a mortgagee of a ship under applicable law.
 
(g)
The Charterers hereby consent and agree, at their sole cost and expense, to the filing of such UCC financing statements as the Owners may deem reasonably necessary to perfect the security interest intended to be created hereby and will perform all such acts as may be reasonably requested by the Owners to accomplish said perfection.

CLAUSE 61 - DEFINITIONS
 
61.1
In this Charter the following terms shall have the meanings ascribed to them below:
 
"Acceptance Certificate" means a certificate substantially in the form set out in Schedule 1 to be signed by the Charterers at Delivery.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
54
"Account Bank" means ALPHA BANK S.A. or such other bank approved by the Owners.
 
"Account Security" means the account security executed or to be executed by the Charterers in favour of the Owners over the Earnings Account in agreed form.
 
"Advance Charterhire" means US$6,750,000.
 
"Affiliate" means in relation to any person, a subsidiary of that person or a Holding Company of that person or any other subsidiary of that Holding Company.
 
"Anti-Money Laundering Laws" means all applicable financial record-keeping and reporting requirements, anti-money laundering statutes (including all applicable rules and regulations thereunder) and all applicable related or similar laws, rules, regulations or guidelines, of all jurisdictions including and without limitation, the United States of America, the European Union, the United Kingdom and the People's Republic of China and which in each case are (a) issued, administered or enforced by any governmental agency having jurisdiction over any Obligor or any Sub-charterer or the Owners; (b) of any jurisdiction in which any Obligor or any Sub-charterer or the Owners conduct business; or (c) to which any Obligor or any Sub-charterer or the Owners is subjected or subject to.
 
"Anti-Terrorism Financing Laws" means all applicable anti-terrorism laws, rules, regulations or guidelines of any jurisdiction, including and not limited to the United States of America or the People's Republic of China which are: (a) issued, administered or enforced by any governmental agency, having jurisdiction over any Obligor or any Sub-charterer or the Owners; (b) of any jurisdiction in which any Obligor or the Owners conduct business; or (c) to which any Obligor or any Sub-charterer or the Owners are subjected or subject to.
 
"Approved Crew Manager" means V.Ships UK Limited, a company incorporated and registered in England with registered number 02268506 and whose registered office is at 1st Floor, 6 New Bridge Street, London EC4V 6AB and trading as V Group Manpower Services, whose principal place of business is Skypark, 8 Elliot Place, Glasgow G3 8EP or any other first-class internationally recognised and reputable management company or any other Affiliates of the Charterers which may be appointed as a crew manager of the Vessel.
 
"Approved Commercial Manager" means:
 

 (a)
Seanergy Management Corp., a corporation incorporated and validly existing under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960;
 

 (b)
Fidelity Marine Inc., a corporation incorporated and validly existing under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960; or
 

 (c)
United Management Corp., a corporation incorporated and validly existing under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960,
 
or any other Affiliates of the Charterers or other international and reputable manager which may be appointed as a commercial manager of the Vessel, collectively, the "Approved Commercial Managers".

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
55
"Approved Managers" means collectively the Approved Commercial Manager, the Approved Technical Manager and the Approved Crew Manager, each of any of them, as the context may require, an "Approved Manager".
 
"Approved Management Agreement" means:
 

 (a)
the service agreement in respect of the Vessel dated 10 September 2024 and entered into between United Management Corp. and the Charterers, as amended from time to time;
 

 (b)
the commercial management agreement in respect of the Vessel dated 5 April 2023 and entered into between United Management Corp. and Fidelity Marine Inc., as amended and supplemented from time to time, including, but not limited to, by a deed of accession dated 10 September 2024 made by the Charterers in favour of Fidelity Marine Inc.;
 

 (c)
the commercial management agreement in respect of the Vessel dated 5 April 2023 and entered into between United Management Corp. and Seanergy Management Corp., as amended and supplemented from time to time, including, but not limited to, by a deed of accession dated 10 September 2024 made by the Charterers in favour of Seanergy Management Corp.;
 

 (d)
the ship technical agreement in respect of the Vessel dated 10 September 2024 and entered into between Seanergy Shipmanagement Corp. and the Charterers, as amended and supplemented from time to time; or
 

 (e)
the crew management agreement in respect of the Vessel dated 15 March 2024 and entered into between, among others, V. Ships UK Limited (trading as V Group Manpower Services) as crew manager and the Charterers as owner, as amended and supplemented by the addendum no.1 dated 2 September 2024, as further amended and supplemented from time to time,
 
or any such other commercial, technical and/or crew management agreement in respect of the Vessel as may be approved by the Owners in writing, collectively, the "Approved Management Agreements".
 
"Approved Technical Manager" means Seanergy Shipmanagement Corp., a corporation incorporated and validly existing under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 or any other first-class internationally recognised and reputable management company or any other Affiliates of the Charterers which may be appointed as a technical manager of the Vessel.
 
"Approved Valuer" means Arrow, Fearnleys, Clarksons, Maersk, Barry Rogliano Salles, Howe Robinson, Weselmann, Braemar, Lorentzen & Stemoco, BRS, Grieg Shipbrokers, Galbraiths, Simpson Spence Young (SSY), Seaborne Valuation or such other independent and reputable shipbroker nominated by the Charterers and approved by the Owners.
 
"Assignable Sub-charter" means any charter or any other form of employment contract relating to the Vessel, whether or not already in existence (i) on a bareboat basis (irrespective of duration) or (ii) on a time charter basis with a duration exceeding or capable of exceeding thirteen (13) months (inclusive of options to renew).

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
56
"Associated Vessel" means any ship or vessel from time to time wholly leased, hired, chartered or financed under any lease, hire purchase agreement, charter or any other financing arrangement by Affiliates of the Owners to Affiliates of the Guarantor.
 
"Breakfunding Costs" means all breakfunding costs and expenses incurred or payable by the Owners when a repayment or prepayment under the relevant funding arrangement entered into by the Owners for the purpose of financing the Purchase Price do not fall on a Payment Date.
 
"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for business in Shanghai, Hong Kong, New York, Athens and:
 

 (a)
in respect of a day on which a payment is required to be made or other dealing is due to take place under a Leasing Document or an Assignable Sub-charter in Dollars, also a day on which commercial banks are open in New York City; and
 

 (b)
in relation to the fixing of an interest rate, also a day (other than a Saturday or Sunday) which is a US Government Securities Business Day.
 
"Business Ethics Laws" means any laws, regulations and/or other legally binding requirements or determinations in relation to corruption, fraud, collusion, bid-rigging or anti-trust, human rights violations (including forced labour and human trafficking) which are applicable to any Obligor or any Sub-charterer or the Owners or to any jurisdiction where activities are performed and which shall include but not be limited to (i) the United Kingdom Bribery Act 2010 and (ii) the United States Foreign Corrupt Practices Act 1977 and all rules and regulations under each of (i) and (ii).
 
"Buyers" means the Owners acting in their capacity as buyer of the Vessel under the MOA.

"Cancelling Date" has the meaning given to such term in the MOA.
 
"Change of Control" occurs, if, at any time:
 

 (a)
the Charterers cease to be wholly legally and beneficially owned or controlled by the Guarantor;
 

 (b)
any group of the existing members of the board of directors of the Guarantor, as at the date of this Charter, which ordinarily comprises a majority of the board of directors of the Guarantor, does not ordinarily comprise a majority of the board of directors of the Guarantor;
 

 (c)
the Disclosed Person ceases to own legal and ultimately beneficially at least 49.99% of the voting power of the issues and outstanding issued shares, of the Guarantor;
 

 (d)
a person or persons acting in concert (other than the Disclosed Person):
 

 (i)
have the right of the ability to control, either directly or indirectly, the affairs, or composition of the majority of the board of directors (or equivalent of it), of the Guarantor; or

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
57

 (ii)
own legally and ultimately beneficially more than the voting power of the issued and outstanding issued shares of the Guarantor which is owned by the Disclosed Person; or
 

 (e)
the Disclosed Person ceases to be the Chief Executive Officer of the Guarantor.
 
"Charter Period" means the period commencing on the Commencement Date and described in Clause 32.2 unless it is either terminated earlier or extended in accordance with the provisions of this Charter.
 
"Charterhire" means each of, or as the context may require, all of the quarterly instalments of hire payable under this Charter comprising of a Fixed Charterhire element and a Variable Charterhire element.
 
"CISADA" means the United States Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010 as it applies to non-US persons.
 
"Classification Society" means DNV or such other classification society which is a member of IACS as may be approved in writing by the Owners.
 
"Commencement Date" means the date on which Delivery takes place.
 
"Delivery" means the delivery of the legal and beneficial interest in the Vessel from the Owners to the Charterers hereunder.
 
"Disclosed Person" means the holder of the Series B preferred shares of the Guarantor as communicated by the Charterers to the Owners prior to the signing of this Charter.
 
"Dollars", "US$" and "$" mean the lawful currency for the time being of the United States of America.
 
"Earnings" means all moneys whatsoever which are now, or later become, payable (actually or contingently) and which arise out of the use or operation of the Vessel, including (but not limited to):
 

 (a)
all freight, hire and passage moneys, compensation payable in the event of requisition of the Vessel for hire, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Vessel; and
 

 (b)
if and whenever the Vessel is employed on terms whereby any moneys falling within paragraph (a) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Vessel.
 
"Earnings Account" means, an account designated as an "Earnings Account" in the name of the Charterers with the Account Bank or any other replacement earnings account in the name of the Charterers with any other bank which may, with the prior written consent of the Owners, be opened.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
58
"Emission Allowances" means an allowance, credit, quota, permit or equivalent, representing a right of a vessel to emit a specified quantity of greenhouse gas emissions recognised by the Emission Scheme.
 
"Emission Scheme" means a greenhouse gas emissions trading scheme which for the purposes of this Charter shall include the EU ETS and any other similar systems imposed by applicable lawful authorities that regulate the issuance, allocation, trading or surrendering of Emission Allowances.
 
"Emission Scheme Authority" means in relation to an Emission Scheme, the relevant authority administering or otherwise implementing such Emissions Scheme.
 
"Emission Scheme Participant" means in relation to an Emission Scheme, any person which is responsible for complying with the requirements of such Emissions Scheme.
 
"Environmental Claim" means:
 

 (a)
any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or which relates to any Environmental Law; or
 

 (b)
any claim by any other person which relates to an Environmental Incident,
 
and "claim" means a claim for damages, compensation, fines, penalties or any other payment; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.
 
"Environmental Incident" means:
 

 (a)
any release of Environmentally Sensitive Material from the Vessel; or
 

 (b)
any incident in which Environmentally Sensitive Material is released from a vessel other than the Vessel and which involves a collision between the Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Vessel is actually liable to be arrested, attached, detained or injuncted and/or the Vessel and/or the Owners and/or the Charterers and/or any Sub-charterer and/or any other operator or manager of the Vessel is at fault or otherwise liable to any legal or administrative action; or
 

 (c)
any other incident involving the Vessel in which Environmentally Sensitive Material is released otherwise than from the Vessel and in connection with which the Vessel is actually arrested and/or where the Owners and/or the Charterers and/or any Sub-charterer and/or any other operator or manager of the Vessel is at fault or otherwise liable to any legal or administrative action.
 
"Environmental Law" means any law relating to pollution or protection of the environment, to the carriage or releases of Environmentally Sensitive Material including any law pertaining to any Emission Scheme.
 
"Environmentally Sensitive Material" means oil, oil products and any other substances (including any chemical, gas or other hazardous or noxious substance) which are (or are capable of being or becoming) polluting, toxic or hazardous.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
59
"EU ETS" means the European Union Emissions Trading System specifically applicable to shipping pursuant to the Directive (EU) 2023/959 of the European Parliament and of the Council of 10 May 2023 amending European Directive 2003/87/EC and the Commission Implementing Regulation (EU) 2023/2599 of 22 November 2023 laying down rules for the application of Directive 2003/87/EC of the European Parliament and of the Council as regards the administration of shipping companies by administering authorities in respect of a shipping company.
 
"EU ETS Maritime Letter" shall have the meaning as defined under Clause 46.1(hh)(iii).

"Existing BBC" has the meaning given to such term in the MOA.
 
"Existing Charterer" has the meaning given to such term in the MOA.

"Existing Owner" has the meaning given to that term in the MOA.

"Fee Letter" means any fee letter dated on or around the date hereof setting out the upfront fee or other fee payable by the Charterers to the Owners pursuant to Clause 41.1.
 
"Finance Amount" means US$18,250,000, being the difference between the Purchase Price and the Advance Charterhire.
 
"Financial Indebtedness" means, in relation to a person (the "debtor"), a liability of the debtor:

 (a)
for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;
 

 (b)
under any loan stock, bond, note or other security issued by the debtor;
 

 (c)
under any acceptance credit, guarantee or letter of credit facility made available to the debtor;
 

 (d)
under a financial lease, a deferred purchase consideration arrangement (other than deferred payments for assets or services obtained on normal commercial terms in the ordinary course of business) or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;
 

 (e)
under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or
 

 (f)
under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person;
 
"Financial Instruments" means any mortgage, deed of covenant, the general assignment or such other financial security instruments as may be granted to the Owners' Financier as security for the obligations of the Owners in relation to the financing or refinancing of the acquisition of the Vessel.
 
"First MOA" has the meaning given to that term in the MOA.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
60
"Fixed Charterhire" has the meaning given to such term in Clause 36.3.
 
"Flag State" means the flag state as stated in Box 5 of this Charter or such other flag state as may be approved in writing by the Owners (such approval not to be unreasonably withheld or delayed).
 
"Fuel EU Maritime" means Fuel EU Maritime Regulation 2023/1805 dated 13 September 2023 on the use of renewable and low-carbon fuels in maritime transport, and amending Directive 2009/16/EC.
 
"Funding Rate" means any individual rate notified by the Owners to the Charterers pursuant to Clause 36.17(ii).
 
"General Assignment" means the general assignment, in agreed form, executed or to be executed by the Charterers in favour of the Owners in respect of the Vessel, pursuant to which the Charterers shall, inter alia, assign its rights in relation to (i) Insurances, Earnings and Requisition Compensation and (ii) any Assignable Sub-charter, in favour of the Owners.
 
"Group" means the Guarantor and its subsidiaries (whether directly or indirectly owned) from time to time.
 
"Guarantee" means a guarantee executed by the Guarantor in favour of the Owners on or about the date of this Charter.
 
"Guarantor" means United Maritime Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 acting in its capacity as guarantor in connection with, amongst others, the Charterers' obligations in connection with this Charter.
 
"Historic Term SOFR" means, in relation to a Term, the most recent applicable Term SOFR for three (3) months and which is as of a day which is no more than three (3) US Government Securities Business Days before the Quotation Day.
 
"Holding Company" means, in relation to a person, any other person in relation to which it is a subsidiary.
 
"IAPPC" means a valid international air pollution prevention certificate for the Vessel issued pursuant to the MARPOL Protocol.
 
"Initial Sub-charter" means the time charter party of the Vessel dated 12 September 2024 and made between the Charterers as disponent owners and the Initial Sub-Charterer as time charterers, as amended by the addendum no.1 dated 17 March 2025, the addendum no.2 dated 17 June 2025, the addendum no.3 dated 8 August 2025, the addendum no.4 dated 9 October 2025, as further amended and supplemented from time to time .
 
"Initial Sub-charterer" means Mitsui O.S.K. Lines, Ltd., a company incorporated and existing under the laws of Japan with its registered address at 1-1 TORANOMON 2 CHOME, MINATO-KU, Tokyo, 105-8688, Japan.
 
Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
61
"Insurances" means:


 (a)
all policies and contracts of insurance, including entries of the Vessel in any protection and indemnity or war risks association, which are effected in respect of the Vessel or otherwise in relation to it whether before, on or after the date of this Charter; and
 

 (b)
all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Charter.
 
"Interest Rate" means, in relation to each Term and subject to Clause 36.17, the percentage rate of interest per annum which is the aggregate of (i) the applicable Reference Rate for such Term and (ii) Margin.
 
"Interpolated Historic Term SOFR" means, in relation to any Term, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:
 

 (a)
either:
 

 (i)
the most recent applicable Term SOFR (as of a day which is not more than three (3) US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than three (3) months; or
 

 (ii)
if no such Term SOFR is available for a period which is less than three (3) months, SOFR for a day which is no more than five (5) US Government Securities Business Days (and no less than two (2) US Government Securities Business Days) before the Quotation Day; and
 

 (b)
the most recent applicable Term SOFR (as of a day which is not more than three (3) US Government Securities Business Days before the Quotation Day) the shortest period (for which Term SOFR is available) which exceeds three (3) months.
 
"Interpolated Term SOFR" means, in relation to any Term, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:
 

 (a)
either:
 

 (i)
the applicable Term SOFR (as of the Quotation Day in respect of that Term) for the longest period (for which Term SOFR is available) which is less than three (3) months; or
 

 (ii)
if no such Term SOFR is available for a period which is less than three (3) months, SOFR for the day which is two (2) US Government Securities Business Days before the Quotation Day; and
 

 (b)
the applicable Term SOFR (as of the Quotation Day in respect of that Term) for the shortest period (for which Term SOFR is available) which exceeds three (3) months.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
62
"ISM Code" means the International Safety Management Code (including the guidelines on its implementation),  adopted  by  the  International Maritime  Organisation  Assembly  as Resolutions A.741 (18) and A.788 (19), as the same may be amended or supplemented from time to time (and the terms "safety management system", "Safety Management Certificate" and "Document of Compliance" have the same meanings as are given to them in the ISM Code).
 
"ISPS Code" means the International Ship and Port Security Code as adopted by the Conference of Contracting Governments to the Safety of Life at Sea Convention 1974 on 13 December 2002 and incorporated as Chapter XI-2 of the Safety of Life at Sea Convention 1974, as the same may be supplemented or amended from time to time.
 
"ISSC" means an International Ship Security Certificate issued under the ISPS Code.
 
"Leasing Documents" means this Charter, the MOA, the Fee Letter and the Security Documents.
 
"Major Casualty" means any casualty to the Vessel in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds US$750,000 or the equivalent in any other currency.
 
"Manager's Undertakings" means, collectively, the letter of undertaking, in agreed form, to be executed by each Approved Manager, each of any of them, as the context may require, the "Manager's Undertaking".
 
"Margin" means 1.95% per annum.
 
"Market Value" means, in relation to the Vessel, the valuation shown by a valuation report or certificate addressed to the Owners and prepared:
 

 (a)
at the cost of the Charterers;
 

 (b)
on a date no earlier than thirty (30) days prior to the relevant date of determination;
 

 (c)
by Approved Valuers;
 

 (d)
without physical inspection of the Vessel; and
 

 (e)
on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment or such other basis as may be agreed by the Owners.
 
"MARPOL Carbon Intensity Regulations" means the regulations contained in Chapters 1, 2 and 4 of Revised MARPOL Annex VI which relate to "Regulations on the Carbon Intensity of International Shipping" and Resolution MEPC.328(76) implementing the CII and any associated guidelines and/or subsequent amendments, including the Ship Energy Efficiency Management Plan (SEEMP).
 
"MARPOL Protocol" means Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the International Convention for the Prevention of Pollution from Ships 1973 (as amended in 1978 and 1997).
 
Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
63
"Material Adverse Effect" means, in the reasonable opinion of the Owners, a material adverse effect on:


 (a)
the business, operations, property, condition (financial or otherwise) or prospects of any Obligor; or
 

 (b)
the ability of any Obligor to perform its obligations under any Leasing Document or any Assignable Sub-charter to which it is a party; or
 

 (c)
the validity or enforceability of, or the effectiveness or ranking of any Security Interests granted pursuant to any of the Leasing Documents or any Assignable Sub-charter or the rights or remedies of the Owners under any of the Leasing Documents or any Assignable Sub-charter;
 
"Maturity Date" means the date falling sixty (60) months from the Commencement Date.
 
"MOA" means the memorandum of agreement dated on or about the date of this Charter and made between the Owners (in their capacity as buyers) and the Charterers (in their capacity as sellers), pursuant to which the Charterers agree to sell and the Owners agree to purchase the Vessel upon the terms and conditions set out therein.
 
"Net Sales Proceeds" has the meaning given to such term in Clause 40.4(b)(ii).
 
"Net Trading Proceeds" has the meaning given to such term in Clause 40.4(b)(i).
 
"Obligor" means any of the Charterers, the Guarantor and the Approved Managers (other than a Third Party Approved Manager) and each other person that may be a party to a Leasing Document from time to time (other than the Owners or their Affiliates) and any other party that provides security for the Leasing Documents.
 
"Original Financial Statements" means, with respect to the Guarantor, its audited consolidated annual financial reports for the financial year ended 31 December 2024, in form and substance satisfactory to the Owners.
 
"Original Jurisdiction" means, in relation to each Obligor, the jurisdiction under whose laws they are incorporated as at the date of this Charter.
 
"Outstanding Finance Amount" means, on any relevant date, (i) the Finance Amount minus (ii) the aggregate Fixed Charterhire which have been paid by the Charterers and received by the Owners as at such date.
 
"Owners' Financier" shall have the meaning as defined under Clause 58.2(a).

"Owners' Sale" shall have the meaning as defined under Clause 40.4(b)(ii).

"Party" means any party to this Charter.
 
"Payment Date" means each of, or as the context may require, any of:
 

 (a)
in respect of the first Charterhire instalment, the date falling three (3) months after the Commencement Date;
 

 (b)
each date falling at three (3) months' intervals during the Charter Period after the date described in paragraph (a) above; and

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
64

 (c)
the Maturity Date,
 
such that there are a total of twenty (20) Payment Dates during the Charter Period.

"Payment Notice" has the meaning given to that term in the MOA.
 
"Permitted Security Interests" means:
 

 (a)
Security Interests created by a Leasing Document or a Financial Instrument;
 

 (b)
liens for unpaid master's and crew's wages in accordance with the ordinary course of operation of the Vessel or in accordance with usual reputable maritime, ownership and management practice;
 

 (c)
liens for salvage provided such liens do not secure amounts more than thirty (30) days overdue;
 

 (d)
liens for master's disbursements incurred in the ordinary course of trading provided such liens do not secure amounts more than thirty (30) days overdue;
 

 (e)
any other liens arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Vessel provided such liens do not secure amounts more than thirty (30) days overdue;
 

 (f)
any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the Charterers are prosecuting or defending such action in good faith by appropriate steps; and
 

 (g)
Security Interests arising by operation of law in respect of taxes which are not overdue or for payment of taxes which are overdue for payment but which are being contested by the Owners or the Charterers in good faith by appropriate steps and in respect of which adequate reserves have been made.
 
"Potential Termination Event" means, an event or circumstance which, with the giving of any notice, the lapse of time, a determination of the Owners and/or the satisfaction of any other condition, would constitute a Termination Event.
 
"Prepositioning Date" shall have the same meaning as defined under the MOA.
 
"Purchase Obligation" means the purchase obligation referred to in Clause 48 (Purchase Obligation).
 
"Purchase Obligation Price" means US$11,200,000.
 
"Purchase Option" means the early purchase option which the Charterers are entitled to exercise pursuant to Clause 47 (Purchase Option).
 
"Purchase Option Date" has the meaning given to that term in Clause 47.1.
 
"Purchase Option Notice" has the meaning given to that term in Clause 47.1 (Purchase Option).

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
65
"Purchase Option Price" means the aggregate of:
 

 (a)
the Outstanding Finance Amount as at the Purchase Option Date together with a fee calculated at the rate of (i) two per cent. (2.0)% of such Outstanding Finance Amount if the Purchase Option is exercised after the first (1st) anniversary of the Commencement Date and until (including) the second (2nd) anniversary of the Commencement Date, (ii) one per cent. (1)% of such Outstanding Finance Amount if the Purchase Option is exercised after the second (2nd) anniversary of the Commencement Date and until (including) the third (3rd) anniversary of the Commencement Date, (iii) zero point five per cent. (0.5%) of such Outstanding Finance Amount if the Purchase Option is exercised after the third (3rd) anniversary of the Commencement Date and until (including) the fourth (4th) anniversary of the Commencement Date and (iv) zero per cent. (0%) of such Outstanding Finance Amount if the Purchase Option is exercised after the fourth (4th) anniversary of the Commencement Date;
 

 (b)
any amounts of interest accrued from the last Payment Date up to an including the Purchase Option Date;
 

 (c)
any accrued but unpaid Variable Charterhire as at the Purchase Option Date;
 

 (d)
any Breakfunding Costs and any other costs, expenses and fees payable by the Owners to the Owner's Financier under the relevant Financial Instruments but excluding any Swap Costs;
 

 (e)
any documented legal costs, expenses reasonably incurred by the Owners and in connection with the exercise of the Purchase Option under Clause 47 (Purchase Option);
 

 (f)
any other reasonable and documented costs, expenses, losses and liabilities and by the Owners under the Leasing Documents as a result of the exercise of the Purchase Option under Clause 47 (Purchase Option) (including, but not limited to, the release of securities and the cost of redelivery); and
 

 (g)
all other amounts due and outstanding under this Charter and the other Leasing Documents together with any applicable interest thereon.
 
"Published Rate" means Term SOFR for three (3) months.
 
"Published Rate Replacement Event" means, in relation to a Published Rate:
 

 (a)
the methodology, formula or other means of determining that Published Rate has, in the opinion of the Owners, materially changed;
 
(b)
 
(i)
 

 (A)
the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
66

 (B)
information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,
 
provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;
 

 (ii)
the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;
 

 (iii)
the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or
 

 (iv)
the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or
 

 (c)
the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:
 

 (i)
the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Owners) temporary;
 

 (ii)
that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than a reasonable time period as determined by the Owners; or
 

 (d)
in the opinion of the Charterers and the Owners (each acting reasonably), that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Charter.
 
"Purchase Price" means the aggregate amount which has been paid by the Owners (in their capacity as Buyers) to the Charterers (in their capacity as Sellers) for the purchase of the Vessel pursuant   to   clause   18   (payment   of   purchase   price)   of   the   MOA.
 
"Quotation Day" means in relation to a Term for which an Interest Rate is to be determined, two (2) US Government Securities Business Days before the first day of that Term unless market practice differs in the relevant syndicated loan market in which case the Quotation Day will be determined by the Owners in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).
 
Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
67
"Reference Rate" means, in relation to a Term:
 

 (a)
the applicable Term SOFR for three (3) months as of the relevant Quotation Day; or


(b)
as otherwise determined pursuant to Clause 36.13,
 
and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero.
 
"Relevant Jurisdiction" means, in relation to each Obligor:
 

 (a)
its Original Jurisdiction;
 

 (b)
any jurisdiction where any property owned by it and charged under a Leasing Document or an Assignable Sub-charter is situated;
 

 (c)
any jurisdiction where it conducts its business; and
 

 (d)
any jurisdiction whose laws govern the perfection of any of the Leasing Documents the Assignable Sub-charter entered into by it creating a Security Interest.
 
"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.
 
"Replacement Reference Rate" means a reference rate which is:
 

 (a)
formally designated, nominated or recommended as the replacement for a Published Rate by;
 

 (i)
the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate);
 

 (ii)
any Relevant Nominating Body; or
 
and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under paragraph (ii) above;
 

 (b)
in the opinion of the Owners and the Charterer, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or
 

 (c)
in the opinion of the Owners and the Charterer, an appropriate successor or alternative to a Published Rate.
 
"Reporting Time" means close of business in Shanghai on the date falling two (2) Business Days after the Quotation Day for the relevant Term.
 
"Requisition Compensation" includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (c) of the definition of "Total Loss".
 
"Restricted Country" means any country or territory whose government is the target of Sanctions or that is or whose government is, subject to comprehensive country-wide or territory-wide Sanctions (including, without limitation, as regards United States Sanctions, Cuba, Syria, Iran, North Korea, Crimea and Venezuela).
 
Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
68
"Restricted Person" means any person who is the subject of Sanctions (whether designated by name or by reason of being included in a class of persons to whom any applicable Sanctions apply in accordance with their terms) or against whom Sanctions are directed, including, without limitation, as a result of being (a) owned or controlled directly or indirectly by any person which is a designated target of Sanctions, or (b) organized under the laws of, or a citizen or resident of, any Restricted Country, or otherwise a target of Sanctions.
 
"Sanctions" means any sanctions (including US "secondary sanctions"), embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):
 

 (a)
imposed, administered, enacted or enforced by law or regulation of the United Kingdom, the Council of the European Union, the People's Republic of China, the United Nations or its Security Council or the US (including, but not limited to, "secondary sanctions" imposed by the US), the Hong Kong SAR, the Flag State or any government, official institution or agency of any of the foregoing, whether or not any Obligor or any Sub-charterer is legally bound to comply with the foregoing; or
 

 (b)
otherwise imposed by any law or regulation binding on any Obligor or any Sub-charterer or to which an Obligor or a Sub-charterer is subject.
 
"Sanctions Advisory" means the Sanctions Advisory for the Maritime Industry, Energy and Metals Sectors, and Related Communities issued May 14, 2020 by the US Department of the Treasury, Department of State and Coast Guard, as may be amended or supplemented, and any similar future advisory.
 
"Security Documents" means the Account Security, the Guarantee, the General Assignment, the Shares Security Deed, the Manager's Undertakings and any other security documents granting a Security Interest in respect of the obligations of the Charterers under or in connection with this Charter.
 
"Security Interest" means:
 

 (a)
a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other security interest of any kind;
 

 (b)
the security rights of a plaintiff under an action in rem; or
 

 (c)
any other right which confers on a creditor or potential creditor a right or privilege to receive the amount actually or contingently due to it ahead of the general unsecured creditors of the debtor concerned; however this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution.
 
"Sellers" means the Charterers acting in their capacity as seller of the Vessel under the MOA.

"Shares Security Deed" means the shares security deed executed or to be executed by the Guarantor in favour of the Owners over the shares in the Charterers in agreed form.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
69
"SOFR" means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published (before any correction, recalculation or republication by the administrator) by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).
 
"Special Termination Notice Date" means the date on which the Special Termination Sum is payable by the Charterers to the Owner in accordance with Clause 44(A).1 or 44(A).3.
 
"Special Termination Sum" means, in respect of any date (for the purposes of this definition only, the "Relevant Date"), the aggregate of:
 

 (a)
the Outstanding Finance Amount as at the Relevant Date;
 

 (b)
any accrued but unpaid Variable Charterhire and/or any default interest as at the Relevant Date;
 

 (c)
any Breakfunding Costs and any other costs, expenses and fees payable by the Owners to the Owner's Financier under the relevant Financial Instruments but excluding any Swap Costs;
 

 (d)
any reasonable and documented costs, expenses, losses and liabilities incurred by the Owners in connection with the termination of this Charter under Clause 44(A); and
 

 (e)
all other outstanding amounts payable under this Charter and other Leasing Documents together with any applicable interest thereon.
 
"Sub-charter" means, as the context requires, any sub-charter or other form of contract for employment in respect of the Vessel (including, but not limited to, any Assignable Sub-charter) entered or to be entered into by the Charterers (as disponent owners) and any other Sub-charterer, whether or not already in existence.
 
"Sub-charterer" means any charterer under a Sub-charter (including, but not limited to, any Assignable Sub-charter).
 
"Swap Costs" means any amount payable by the Owners or costs incurred by the Owners (after netting out any gains) as a result of the termination or close-out of any Treasury Transaction entered into in connection with the Leasing Documents.
 
"Term" means each consecutive three (3) months' period falling during the Charter Period, provided that:
 

 (a)
the first Term shall commence on (and include) the Commencement Date and end on (and include) the first Payment Date;
 

 (b)
each subsequent Term (apart from the final Term) shall commence on (and include) the date falling immediately after the last day of the previous Term;
 

 (c)
any Term which would otherwise overrun a Payment Date shall instead end on (and include) that Payment Date; and
 

 (d)
the final Term shall end on (and include) the Maturity Date.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
70
"Term SOFR" means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).
 
"Termination Event" means any event described in Clause 44 (Termination Events).

"Termination Notice Date" shall have the meaning as defined under Clause 44.2.
 
"Termination Sum" means, in respect of any date (for the purposes of this definition only, the "Relevant Date"), the aggregate of (without double counting amounts that may be included in more than one sub-paragraph below):
 

 (a)
the Outstanding Finance Amount as at the Relevant Date together with a fee calculated at the rate of two point five per cent. (2.5%) of such Outstanding Finance Amount;
 

 (b)
any accrued but unpaid Variable Charterhire as at the Relevant Date;
 

 (c)
any Breakfunding Costs and any other costs, expenses and fees payable by the Owners to the Owner's Financier under the relevant Financial Instruments but excluding any Swap Costs;
 

 (d)
any and all costs, expenses, losses and liabilities incurred by the Owners in connection with the termination of this Charter under Clause 44 (Termination Events); and
 

 (e)
any and all costs, expenses, losses and liabilities incurred by the Owners (and the Owners' Financier (if any)), and in locating, repossessing, recovering, repositioning, berthing, insuring and maintaining the Vessel and/or in collecting any payments due under this Charter and/or in obtaining the due performance of the obligations of the Charterers under this Charter or the other Leasing Documents;
 

 (f)
all other outstanding amounts payable under this Charter and other Leasing Documents together with any applicable interest thereon (including, but not limited to, any default interest on any amount owing under paragraphs (a) to (e) above).
 
"Third Party Approved Manager" means any Approved Manager which is not owned or controlled by the Guarantor.
 
"Total Loss" means:
 

 (a)
in the case of an actual loss of the Vessel, the date on which it occurred or, if that is unknown, the date when the Vessel was last heard of;
 

 (b)
in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earlier of:
 

 (i)
the date on which a notice of abandonment is given to the insurers; and

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
71

 (ii)
the date of any compromise, arrangement or agreement made by or on behalf of the Owners with the insurers in which the insurers agree to treat the Vessel as a Total Loss;
 

 (c)
in the case of any expropriation, confiscation, requisition or acquisition of the Vessel whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to an extension), on the date on which the expropriation, confiscation, requisition or, as the case may be, the acquisition of the Vessel is completed by delivery of the Vessel to the relevant government or official authority or the person or persons claiming to be or to represent the relevant government or official authority, unless it is redelivered within forty-five (45) days to the full control of the Owners or the Charterers; and
 

 (d)
in the case of any arrest, condemnation, capture, seizure or detention of the Vessel (including any hijacking or theft), unless it is redelivered within forty-five (45) days to the full control of the Owners or the Charterers, the date falling on the expiration of such days.
 
"Total Loss Payment Date" shall have the meaning given to that term in Clause 40.9.
 
"Total Loss Proceeds" means the proceeds of any policy or contract of insurance or any Requisition Compensation in each case arising in respect of a Total Loss.
 
"Treasury Transaction" means any derivative transaction entered into in connection with protection against or benefit from any fluctuation in price or rate.
 
"Upfront Fee" has the meaning given to that term in Clause 41.1.

"US" means United States of America.

"US Government Securities Business Day" means any day other than:
 

 (a)
a Saturday or a Sunday; and
 

 (b)
a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.
 
"US Tax Obligor" means (a) a person which is resident for tax purposes in the United States of America or (b) a person some or all of whose payments under the Leasing Documents are from sources within the United States for United States federal income tax purposes.
 
"Variable Charterhire" means, in relation to a Payment Date, a variable element of charterhire which shall be an amount calculated by applying the applicable Interest Rate for the relevant Term to the Outstanding Finance Amount prevailing on the first day of the relevant Term (which for the avoidance of doubt, shall be the Finance Amount in respect of the first Charterhire instalment), for the actual number of days elapsed within the relevant Term.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
72
"Vessel" means the 82k DWT bulk carrier named m.v. "Nisea" with IMO number 9609615.
 

 61.2
In this Charter:
 
"agreed form" means, in relation to a document, such document in a form agreed in writing between the Owners and the Charterers and, if required by the Owners in their sole discretion, the Owners' Financier;
 
"asset" includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;
 
"company" includes any partnership, joint venture and unincorporated association;
 
"consent" includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation;
 
"contingent liability" means a liability which is not certain to arise and/or the amount of which remains unascertained;
 
"continuing" means, in relation to any Termination Event, a Termination Event which has not been waived by the Owners and in relation to any Potential Termination Event, a Potential Termination Event which has not been waived by the Owners or remedied to the satisfaction of the Owners;
 
"control" over a particular company means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
 

 (a)
cast, or control the casting of, more than fifty one percent (51%) per cent, of the maximum number of votes that might be cast at a general meeting of such company; or
 

 (b)
appoint or remove all, or the majority, of the directors or other equivalent officers of such company; or
 

 (c)
give directions with respect to the operating and financial policies of such company with which the directors or other equivalent officers of such company are obliged to comply;
 
"document" includes a deed; also a letter, fax or telex;
 
"expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax;
 
 
"legal or administrative action" means any legal proceeding or arbitration and any administrative or regulatory action or investigation;
 
"liability" includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise;

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
73
"months" shall be construed in accordance with Clause 61.3;
 
"law" includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council; the Owners' "cost of funds" in relation to the Outstanding Finance Amount or any part thereof is a reference to the average cost (determined either on an actual or a notional basis) which the Owners would incur if they were to fund or finance, from whatever source(s) they may reasonably select, an amount equal to the amount of the Outstanding Finance Amount or any part thereof for a period equal in length to the Term of the Outstanding Finance Amount or any part thereof;
 
"person" includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation;
 
"policy", in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;
 
"protection and indemnity risks" means the usual risks covered by a protection and indemnity association which is a member of the International Group of P&I Clubs including pollution risks, extended passenger cover and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls)(1/10/83) or clause 8 of the Institute Time Clauses (Hulls) (1/11/1995) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;
 
"regulation" includes any regulation, rule, official directive, request or guideline whether or not having the force of law of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
 
"subsidiary" has the meaning given in Clause 61.4; and
 
"tax" includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine.
 
61.3
Meaning of "month". A period of one or more "months" ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started ("the numerically corresponding day"), but:
 
(a)
on the Business Day preceding the numerically corresponding day if the numerically corresponding day is not a Business Day; or
 
(b)
on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day;
 
and "month" and "monthly" shall be construed accordingly.
 
61.4
Meaning of "subsidiary". A company (S) is a subsidiary of another company (P) if:

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
74
(a)
a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or
 
(b)
P has direct or indirect control over a majority of the voting rights attaching to the issued shares of S; or
 
(c)
P has the direct or indirect power to appoint or remove a majority of the directors of S; or
 
(d)
P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P,
 
(e)
and any company of which S is a subsidiary is a parent company of S.
 
61.5
In this Charter:
 
(a)
references to a Leasing Document or any other document being in the form of a particular appendix or to any document referred to in the recitals include references to that form with any modifications to that form which the Owners approve;
 

 (b)
references to, or to a provision of, a Leasing Document or any other document are references to it as amended or supplemented, whether before the date of this Charter or otherwise;
 

 (c)
references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Charter or otherwise;
 

 (d)
words denoting the singular number shall include the plural and vice versa; and
 

 (e)
references to a page or screen of an information service displaying a rate shall include:
 

 (i)
any replacement page of that information service which displays that rate; and
 

 (ii)
the appropriate page of such other information service which displays that rate from time to time in place of that information service,
 
and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Owners after consultation with the Charterers.
 

 61.6
Headings. In interpreting a Leasing Document or any provision of a Leasing Document, all clauses, sub-clauses and other headings in that and any other Leasing Document shall be entirely disregarded.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
75
SCHEDULE 1

ACCEPTANCE CERTIFICATE

NISEA MARITIME CO. (the "Charterers") hereby acknowledges that at          hours on, there was delivered to, and accepted by, the Charterers the Vessel known as m.v. "Nisea", registered in the name of INSIGHT 40 HOLDING LIMITED (the "Owners") under the flag of the Republic of Liberia with IMO number 9609615 under a bareboat charter dated__________________ (the "Charter") and made between the Owners and the Charterers and that Delivery (as defined in the Charter) thereupon took place and that, accordingly, the Vessel is and will be subject to all the terms and conditions contained in the Charter.
 
The Charterers warrant that the representations and warranties made by them in Clause 45 (Representations and Warranties) of the Charter remain correct and that no Termination Event (as defined in the Charter) has occurred and is continuing at the date of this Acceptance Certificate.

     
Name:
 
Title: Attorney-in-fact
 
for and on behalf of
 
NISEA MARITIME CO.
 
Date:
 

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
76
SCHEDULE 2
 
Part A
 
The following are the documents referred to in Clause 34.2(g)(i):
 
1
Corporate Authority
 
1.1
A copy of the constitutional documents of the Charterers and the Guarantor.
 
1.2
If required, a copy of the resolutions of the board of directors (or equivalent) of the Charterers and the Guarantor:
 
(a)
approving the terms of, and the transactions contemplated by, the Leasing Documents to which it is a party and resolving that it execute the Leasing Documents to which it is a party;
 
(b)
authorizing a specified person or persons to execute the Leasing Documents to which it is a party on its behalf; and
 
(c)
authorising a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under, or in connection with, the Leasing Documents to which it is a party.
 
1.3
If required, a copy of the power of attorney of any party to a Leasing Document authorising a specified person or persons to execute the Leasing Documents to which it is a party.
 
1.4
A copy of the specimen of the signature of each person authorised by the resolution referred to in paragraph 0 above who will execute the Leasing Documents to which the Charterers and the Guarantors are a party.
 
1.5
If required, a copy of the resolutions signed by all the holder(s) of the issued shares of the Charterers, approving the terms of, and the transactions contemplated by such Leasing Documents.
 
1.6
A copy of the certificate of an officer or authorised signatory of each of the Charterers and the Guarantor certifying that each copy document relating to it specified in this Part A of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Charter.
 
2
Leasing Documents
 
2.1
Duly executed copies of each Leasing Document (other than the General Assignment and the Manager's Undertakings) and of each document to be delivered under each of them.
 
2.2
Agreed forms of the General Assignment and the Manager's Undertakings and of each document to be delivered under each of them.
 
2.3
Documentary evidence that this Charter is or will be recorded as a financing charter in accordance with the laws and regulations of the Flag State (where required, including, without limitation, a side letter to be entered into between the Owners and the Charterers as required by the competent authorities of the Flag State).

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
77
3
Vessel Documents
 
3.1
A copy of each executed Approved Management Agreement establishing that the Vessel will, as from the Commencement Date, be managed by the relevant Approved Manager and approved by the Owners.
 
3.2
A copy of the Document of Compliance of the Approved Technical Manager.
 
4
Legal opinions
 
4.1
An agreed form legal opinion by English law legal advisers to the Owners on such matters on the laws of England in relation to the documents listed in paragraphs 2.1 and 2.2 of Part A of this Schedule, in form and substance acceptable to the Owners.
 
4.2
Agreed forms of legal opinions by lawyers appointed by the Owners on such matters relating to the documents listed in paragraphs 2.1 and 2.2 of Part A of this Schedule, concerning the laws of the Republic of the Marshall Islands, the Republic of Liberia and Greece and such other relevant jurisdictions as the Owners may require, in form and substance acceptable to the Owners.
 
5
Initial Sub-charter
 
5.1
A copy of the Initial Sub-charter (and any addendums thereto).
 
5.2
If required, evidence to the satisfaction of the Owners that the Initial Sub-charterer consents to the sale and leaseback of the Vessel contemplated by the Leasing Documents.
 
6
Vessel Insurances
 
6.1
Agreed form of letters of undertaking and certificates of entry (as the case may be) relating to insurances as set out in Clause 38 (Insurance) acknowledged by the relevant insurer, insurance broker, protection and indemnity association or war risks association (as the case may be).
 
6.2
An insurance report or certificate by an insurance broker or consultant appointed by the Owners (but at the cost of the Charterers) in an agreed form acceptable to the Owners.
 
7
Payment Notice
 
A duly completed copy of the Payment Notice to be received by the Owners not later than three (3) Business Days prior to the Prepositioning Date.
 
8
Others
 
8.1
A copy of the duly executed commercial invoice of the Vessel.
 
8.2
Copies of the Original Financial Statements.
 
8.3
Evidence that the Earnings Account has been or will be opened.
 
8.4
Evidence that any fees, costs and expenses then due from the Charterers to the Owners under the Leasing Documents have been paid and received by, or will be paid and received by, the Owners.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
78
8.5
Such evidence relating to the Charterers or the Guarantor as the Owners may reasonably require for their (or their financiers) to be able to satisfy each of their "know your customer" or similar identification procedures in relation to the Leasing Documents.
 
8.6
A copy of any other consents, approvals, authorization or other document, opinion or assurance which the Owners consider to be reasonably necessary or desirable in connection with the entry into and performance of the transactions contemplated by any of the documents listed in paragraph 2 of Schedule 2, Part A or for the validity and enforceability of such documents.
 
8.7
Such other information and documents as the Owners may reasonably require by giving notice to the Charterers.
 
8.8
If the Owners so require, in relation to any of the documents referred to in this Schedule 2 Part A, an English translation of that document (with such cost to be borne by the Charterers).

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
79
Part B
 
The following are the documents referred to in Clause 34.2(g)(ii):
 
1
Bringdown Certificate
 
If required, a copy of the certificate of an authorised signatory of the Charterers and the Guarantor certifying that each document which they are required to provide under Part A of Schedule 2 of this Charter, is correct, complete and in full force and effect as at the Commencement Date.
 
2
Security Documents
 
Duly executed copies of each of the General Assignment and the Manager's Undertakings and of each document to be delivered under each of them.
 
3
Vessel Documents
 
Documentary evidence that the Vessel:
 
(a)
is or will be definitively and permanently registered in the name of the Owners under the Flag State;
 
(b)
is or will be in the absolute and unencumbered ownership of the Owners; and
 
(c)
is or will be unconditionally delivered by the Existing Owner to the Existing Charterer pursuant to the terms of the First MOA and the Existing BBC, where such documents shall include without limitation:
 

 (i)
a copy of the certificate or transcript issued by the Panamanian Maritime Authority on the date of Delivery evidencing the Existing Owner's (as sellers under the First MOA) ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages;
 

 (ii)
the original (if required by the Flag State) or a copy of the bill of sale in a form recordable in the Flag State, transferring title of the Vessel by the Existing Owner to the Existing Charterer and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts or liabilities whatsoever, and is not subject to Port State or other administrative detentions duly notarially attested and legalised or apostilled as may be required by the Flag State; and
 

 (iii)
a copy of the protocol of delivery and acceptance duly executed by the Existing Owner and the Existing Charterer;
 
(d)
has been or will be unconditionally delivered by the Charterers to the Owners pursuant to the terms of the MOA, where such documents shall include without limitation:
 

 (i)
the original (if required by the Flag State) or a copy of the bill of sale in a form recordable in the Flag State, transferring title of the Vessel by the Charterers (as sellers under the MOA) to the Owners (as buyers under the MOA) and stating that the Vessel is free from all mortgages, encumbrances and liens (whether maritime or otherwise) or any other debts or liabilities whatsoever, and is not subject to Port State or other administrative detentions, duly notarially attested and legalised or apostilled as may be required by the Flag State; and

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
80

 (ii)
a copy of the protocol of delivery and acceptance duly executed by the Charterers and Owners.
 
(e)
Any additional documents as may be required by the competent authorities of the Flag State for the purpose of registering the Vessel in the name of the Owners as registered owner.
 
4
Others
 
(a)
Evidence that any fees, costs and expenses then due from the Charterers to the Owners under the Leasing Documents have been paid and received by, or will be paid and received by, the Owners, on Delivery of the Vessel.
 
(b)
If the Owners so require, in relation to any of the documents referred to in this Schedule 2 Part B, an English translation of that document (with such cost to be borne by the Charterers).
 
(c)
Such other information or documents as the Owners may reasonably require by giving notice to the Charterers.

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
81
Part C
 
The following are the documents referred to in Clause 34.2(g)(iii):
 
1
Registration of security
 
Documentary evidence that, if applicable, the Security Interests intended to be created by the Security Documents have been duly perfected within the time periods as set out under applicable law.
 
2
Legal opinions
 
Not later than five (5) Business Days after the date that the Delivery under this Charter has taken place, issued signed copies of the legal opinions referred to in paragraphs 4.1 and 4.2 of Schedule 2, Part A of this Charter.
 
3
Insurances
 
(a)
Not later than fifteen (15) Business Days after the Commencement Date, receipt of copies of the executed letters of undertaking and certificates of entry (as the case may be) relating to insurances as set out in Clause 38 (Insurance) acknowledged by the relevant insurer, insurance broker, protection and indemnity association or war risks association (as the case may be), each in the agreed form under paragraph 6 of Schedule 2, Part A of this Charter.
 
(b)
Not later than twenty (20) Business Days after the Commencement Date, the issued insurance report in the form agreed under paragraph 6 of Schedule 2, Part A of this Charter.
 
4
Vessel documents
Not later than two (2) Business Days falling immediately after the Commencement Date:
 
(a)
a copy of the Vessel's class certificate evidencing that the Vessel maintains such classification (free of any overdue recommendations and conditions) as is acceptable to the Owners; and
 
(b)
copies of the Vessel's Safety Management Certificate (together with any other details of the applicable safety management system which the Owners may require) and of any other documents required under the ISM Code and the ISPS Code (including, without limitation, an ISSC and IAPPC).

Huarong UMC
BBC additional clauses – m.v. "Nisea"
SINGAPORE/92308833v4
82
EXECUTION PAGE

OWNERS
 
 
 
 
 
SIGNED
 )
 
for and on behalf of
 )
  
INSIGHT 40 HOLDING LIMITED
 )
 /s/ Chen Keqi
acting by CHEN KEQI
 )
 
its attorney-in-fact
 )
 
in the presence of:
 )
 

/s/ Sun Linzi
    
Witness
 
Name: Sun Linzi
Address: Room 6006, 6th Floor,No.15
 
Second East Zhongshan Road,
  
Shanghai, P.R. China 200002
  

CHARTERERS
  
 
 
 )
 
EXECUTED
 )
 
for and on behalf of
 )
 
NISEA MARITIME CO.
 )
 
acting by
 )
  
being its attorney-in-fact witnessed by:
 )
 

     
Witness
 
Name:
 
Address:
 

Huarong UMC
Execution Page to BBC Additional Clauses
m.v. "Nisea"
SINGAPORE/92308833v4
EXECUTION PAGE

OWNERS
 
 
 
 
 
SIGNED
 )
 
for and on behalf of
 )
  
INSIGHT 40 HOLDING LIMITED
 )
acting by
 )
 
its attorney-in-fact
 )
 
in the presence of:
 )
 


   
Witness
 
Name:
 
Address:
 

CHARTERERS
  
 
 
 )
 
EXECUTED
 )
 
for and on behalf of
 )
 
NISEA MARITIME CO.
 )
 /s/ Maria-Maroula Tzortzatou
acting by Maria-Maroula Tzortzatou
 )
  
being its attorney-in-fact witnessed by:
 )
 

/s/ Maria Moschopoulou    
Witness
  
Name: Maria Moschopoulou
 
Address: 154 Vouliagmenis Avenue, 16674, Glyfada, Athens, Greece
 


Huarong UMC
Execution Page to BBC Additional Clauses
m.v. "Nisea"
SINGAPORE/92308833v4
EX-4.43 15 ef20060832_ex4-43.htm EXHIBIT 4.43
Exhibit 4.43

EXECUTION VERSION

 
Dated
5 March 2026
  

UNITED MARITIME CORPORATION
as Guarantor

and

INSIGHT 40 HOLDING LIMITED
as Owner

GUARANTEE

relating to
a bareboat charter in respect of m.v. "Nisea"


Index

Clause
Page



1
Interpretation
1
2
Guarantee
2
3
Liability as Principal and Independent Debtor
3
4
Expenses
4
5
Adjustment of Transactions
4
6
Payments
4
7
Interest
5
8
Subordination
5
9
Enforcement
5
10
Representations and Warranties
6
11
Undertakings
9
12
Judgments and Currency Indemnity
13
13
Set-Off
13
14
Supplemental
14
15
Assignment
15
16
Notices
16
17
Invalidity of Leasing Documents
17
18
Incorporation of Bareboat Charter Provisions
17
19
Governing Law and Arbitration
17

SINGAPORE/92303241v4
THIS GUARANTEE is made on
5 March 2026
  

BETWEEN

(1)
UNITED MARITIME CORPORATION, a corporation incorporated and existing under the laws of the Republic of the Marshall Islands with registration number 112801 whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands, MH 96960 (the "Guarantor")

(2)
INSIGHT 40 HOLDING LIMITED, a company incorporated and existing under the laws of Hong Kong with limited liability and business registration number 77909526 and having its registered office at Room 1911, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (the "Owner", which expression includes its successors and assigns)

BACKGROUND

(A)
By a memorandum of agreement dated 5 March 2026  (as amended and supplemented from time to time, the "MOA") and made between (i) Nisea Maritime Co. (the "Bareboat Charterer") as seller and (ii) the Owner as buyer, the Bareboat Charterer has agreed to sell and deliver and the Owner has agreed to purchase and accept the legal and beneficial title of the Vessel pursuant to the terms and conditions contained therein.

(B)
By a bareboat charterparty dated 5 March 2026  (as amended and supplemented from time to time, the "Bareboat Charter") and made between (i) the Bareboat Charterer as bareboat charterer and (ii) the Owner as owner, the Owner has agreed to bareboat charter the Vessel to the Bareboat Charterer pursuant to the terms and conditions contained therein.

(C)
The Guarantor directly holds 100 per cent. of the issued shares in the Bareboat Charterer.

(D)
It is one of the conditions precedent to the purchase of the Vessel by the Owner from the Bareboat Charterer under the MOA and the subsequent chartering of the Vessel by the Owner to the Bareboat Charterer under the Bareboat Charter that the Guarantor enters into this Guarantee.

(E)
This Guarantee is the "Guarantee" referred to in the Bareboat Charter.

IT IS AGREED as follows:

1
INTERPRETATION

1.1
Defined expressions

Words and expressions defined in the Bareboat Charter shall have the same meanings when used in this Guarantee unless the context otherwise requires.

1.2
Construction of certain terms

In this Guarantee:

"bankruptcy" includes a liquidation, receivership or administration and any form of suspension of payments, arrangement with creditors or reorganisation under any corporate or insolvency law of any country.

Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
"Code" means the US Internal Revenue Code of 1986.

"FATCA FFI" means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if the Owner is not a FATCA Exempt Party, could be required to make a FATCA Deduction.

"Party" means a party to this Guarantee.

"Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Bareboat Charterer to the Owner under or in connection with any Leasing Documents or any judgment or any arbitral award relating to any Leasing Documents and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country.

"Security Period" means the period commencing on the date hereof and ending on the date on which the Owner is satisfied that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

1.3
References to "Bareboat Charterer"

References to the Bareboat Charterer under this Guarantee shall, for the avoidance of doubt, include reference to the Bareboat Charterer in its various capacities under the Leasing Documents.

1.4
Application of construction and interpretation provisions of Bareboat Charter

Clauses 61.2 to 61.6 of the Bareboat Charter apply, with any necessary modifications, to this Guarantee.

2
GUARANTEE

2.1
Guarantee and indemnity

The Guarantor unconditionally and irrevocably:

(a)
guarantees the due payment of all amounts payable by the Bareboat Charterer under or in connection with the Leasing Documents (or any of them) to which the Bareboat Charterer is a party;

(b)
guarantees the punctual performance by the Bareboat Charterer of all the Bareboat Charterer's obligations under or in connection with the Leasing Documents (or any of them) to which the Bareboat Charterer is a party;

(c)
undertakes to pay to the Owner, within three (3) Business Days from the Owner's demand as if it was the principal obligor, any such amount which is not paid by the Bareboat Charterer when due and payable under or in connection with the Leasing Documents (or any of them), taking into account any grace period for such payment as may be applicable under the terms of the Leasing Documents; and

2
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
(d)
undertakes to fully indemnify, as an independent and primary obligation, the Owner within three (3) Business Days from its demand in respect of all documented claims, expenses, liabilities, costs and losses which are made or brought against or incurred by the Owner as a result of or in connection with any obligation or liability of the Bareboat Charterer under the Leasing Documents to which the Bareboat Charterer is a party and/or any obligation or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Owner would otherwise have been entitled to recover under the Leasing Documents to which the Bareboat Charterer is a party.

2.2
No limit on number of demands

The Owner may serve more than one demand under Clause 2.1 (Guarantee and indemnity).

2.3
Guarantee of whole amount

This Guarantee shall be construed and take effect as a guarantee of all amounts due to the Owner under the Leasing Documents (or any of them) to which the Bareboat Charterer is a party.

3
LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR

3.1
Principal and independent debtor

The Guarantor shall be liable under this Guarantee as a principal and independent debtor and accordingly it shall not have, as regards this Guarantee, any of the rights or defences of a surety.

3.2 Waiver of rights and defences

Without limiting the generality of Clause 3.1 (Principal and independent debtor), the Guarantor shall neither be discharged by, nor have any claim against the Owner in respect of:

(a)
any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(b)
any amendment or supplement being made to any Leasing Document;

(c)
any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, any Leasing Document;

(d)
any release or loss (even though negligent) of any right or Security Interest created by any Leasing Document;

(e)
any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security Interest;

(f)
any Leasing Document being or later becoming void, unenforceable, illegal or invalid or otherwise defective in whole or in part for any reason, including a neglect to register it; or

(g)
any insolvency or similar proceedings.

3
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
4
EXPENSES

4.1
Costs of preservation of rights, enforcement etc.

The Guarantor shall pay to the Owner on its demand the amount of all documented expenses (including, without limitation, out of pocket expenses and legal fees) incurred by the Owner in connection with the enforcement of, or the preservation of any rights under this Guarantee or any other Leasing Document, including any advice, claim or proceedings relating to this Guarantee or any other Leasing Document.

4.2
Fees and expenses payable under Bareboat Charter

Clause 4.1 (Costs of preservation of rights, enforcement etc.) is without prejudice to the Guarantor's liabilities in respect of the Bareboat Charterer's obligations under clause 41 (fees and expenses) of the Bareboat Charter.

5
ADJUSTMENT OF TRANSACTIONS

The Guarantor shall pay to the Owner within three (3) Business Days from its demand any amount which the Owner is required, or agrees, to pay pursuant to any claim by, or settlement with, a trustee in bankruptcy of the Bareboat Charterer on the ground that the Bareboat Charter (as the case may be), or a payment by the Bareboat Charterer or other Obligor, was invalid or on any similar ground.

6
PAYMENTS

6.1
Method of payments

Any amount due under this Guarantee shall be paid:

(a)
in immediately available funds;

(b)
to such account as the Owner may from time to time notify to the Guarantor;

(c)
without any form of set-off, cross-claim or condition; and

(d)
free and clear of any tax deduction or withholding for or on account of any tax payable under the laws of its Relevant Jurisdictions except a tax deduction or withholding which the Guarantor is required by law to make.

6.2
Grossing-up for taxes

If the Guarantor is required by law to make a tax deduction, the amount due to the Owner shall be increased by the amount necessary to ensure that the Owner receives and retains a net amount which, after the tax deduction, is equal to the full amount that it would otherwise have received.

6.3
Indemnity and evidence of payment of taxes

(a)
The Guarantor shall fully indemnify the Owner on the Owner's demand in respect of all documented claims, expenses, liabilities and losses incurred by the Owner by reason of any failure of the Guarantor to make any tax deduction or by reason of any increased payment not being made on the due date for such payment in accordance with Clause 6.2 (Grossing-up for taxes).

4
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
(b)
Within thirty (30) days after making tax deduction, the Guarantor shall deliver to the Owner any receipts, certificates or other documentary evidence satisfactory to the Owner that the tax had been paid to the appropriate taxation authority.

7
INTEREST

7.1
Accrual of interest

Any amount due under this Guarantee shall carry interest following the date on which the Owner demands payment of it from the Guarantor until it is actually paid, unless interest on that same amount also accrues under the relevant Leasing Document.

7.2
Calculation of interest

Interest under this Guarantee shall be calculated and accrue at the rate described in clauses

36.10 and 36.11 of the Bareboat Charter and otherwise in accordance with the terms thereof.

7.3
Guarantee extends to interest payable under Leasing Documents

For the avoidance of doubt, it is confirmed that this Guarantee covers all interest payable under the Leasing Documents.

8
SUBORDINATION

8.1
Subordination of rights of Guarantor

Until the end of the Security Period, all rights which the Guarantor at anytime has (whether in respect of this Guarantee or any other transaction) against the Bareboat Charterer or any other Obligor or their respective assets shall be fully subordinated to the rights of the Owner under the Leasing Documents (or any of them), and in particular, the Guarantor shall not:

(a)
claim, or in a bankruptcy of the Bareboat Charterer or any other Obligor prove for, any amount payable to the Guarantor by the Bareboat Charterer or any other Obligor, whether in respect of this Guarantee or any other transaction;

(b)
take or enforce any Security Interest for any such amount;

(c)
claim to set-off any such amount against any amount payable by the Guarantor to the Bareboat Charterer or any other Obligor; or

(d)
claim any subrogation or other right in respect of any Leasing Document or any sum received or recovered by the Owner under the Leasing Documents.

9
ENFORCEMENT

9.1
No requirement to commence proceedings against Bareboat Charterer

The Owner will not need to commence any proceedings under, or enforce any Security Interest created by any Leasing Document before claiming or commencing proceedings under this Guarantee.

5
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
9.2
Conclusive evidence of certain matters

However, as against the Guarantor:

(a)
any judgment or order of a court in England or any other Relevant Jurisdiction or award of an arbitration in London in connection with any other Leasing Document; and

(b)
any statement or admission of any other Obligors in connection with any Leasing Document, shall be binding and conclusive as to all matters of fact and law to which it relates.

9.3
Suspense account

The Owner may, for the purpose of claiming or proving in an insolvency of any Obligor, place any sum received or recovered under or by virtue of this Guarantee on a separate interest bearing suspense or other nominal account without applying it in satisfaction of the Bareboat Charterer's or Guarantor's obligations under any Leasing Document.

10
REPRESENTATIONS AND WARRANTIES

10.1
General

The Guarantor represents and warrants to the Owner, as at the date of this Guarantee, and on each day henceforth until the last day of the Security Period, as follows.

10.2
Status

(a)
The Guarantor is duly incorporated and validly existing and in good standing under the laws of the Republic of the Marshall Islands.

(b)
The Guarantor is not a FATCA FFI or a US Tax Obligor.

(c)
The Bareboat Charterer is wholly legally and beneficially owned and controlled by the Guarantor.

(d)
There has been no Change of Control.

(e)
The shares of the Guarantor are trading on the Nasdaq Capital Market.

(f)
The Guarantor is an entity reporting with the Nasdaq Capital Market.

10.3
Corporate power

The Guarantor has the corporate capacity, and has taken all corporate action and obtained all consents, approvals, authorisations, licenses or permits necessary for it:

(a)
to execute this Guarantee or any other Leasing Document to which it is a party; and

(b)
to make all the payments contemplated by, and to comply with and perform its obligations under, this Guarantee or any other Leasing Document to which it is a party.

6
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
10.4
No conflicts

The entry into and the performance by the Guarantor of, and the transactions contemplated by, this Guarantee and the other Leasing Documents to which it is a party do not and will not conflict with:

(a)
any law or regulation applicable to it; or

(b)
its constitutional documents; or

(c)
any agreement or instrument binding upon it or constitute a default or termination event (however described) under any such agreement or instrument.

10.5
Consents in force

All the consents, approvals, authorisations, licenses or permits referred to in Clause 10.3 (Corporate power) remain in force and nothing has occurred which makes any of them liable to revocation.

10.6
Legal validity

This Guarantee and the other Leasing Documents to which the Guarantor is a party constitute the Guarantor's legal, valid and binding obligations enforceable against the Guarantor in accordance with its respective terms and any relevant insolvency laws affecting creditors' rights generally.

10.7
No third party Security Interests

Without limiting the generality of Clause 10.6 (Legal validity), at the time of the execution and delivery of this Guarantee and any other Security Document to which the Guarantor is a party:

(a)
the Guarantor will have the right to create all the Security Interests which such Security Documents purport to create; and

(b)
no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.

10.8
No withholding taxes

All payments which the Guarantor is liable to make under this Guarantee and the other Leasing Documents to which it is a party may be made by it without deduction or withholding for or on account of any tax payable under the laws of the Relevant Jurisdiction of the Guarantor.

10.9
No default

No Termination Event or Potential Termination Event has occurred, or is continuing or might reasonably be expected to result from the entry into and performance of this Guarantee or any other Leasing Document.

7
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
10.10
Information

All information which has been provided in writing by or on behalf of the Guarantor to the Owner in connection with any Leasing Document satisfies the requirements of Clause 11.2 (Information provided to be accurate); all audited and unaudited accounts which have been so provided satisfies the requirements of Clause 11.4 (Form of financial statements); and there has been no material adverse effect in the financial position or state of affairs of the Guarantor from that disclosed in the latest of those accounts.

10.11
No litigation

No legal or administrative action involving the Guarantor involving claim(s) amounting to more than US$ 5,000,000 has been commenced or taken.

10.12
Pari passu

The obligations of the Guarantor under this Guarantee and each other Leasing Document to which the Guarantor is a party, are the direct, general and unconditional obligations of the Guarantor and rank at least pari passu with all other present and future unsecured and unsubordinated creditors of it save for any obligation which is mandatorily preferred by law and not by virtue of any contract.

10.13
Sanction

(a)
Neither the Guarantor, nor any of its respective Affiliates, members, directors, officers, employees or agents, nor (to be best of is knowledge) any Sub-charterer:


(i)
is a Restricted Person;


(ii)
is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Restricted Person;


(iii)
owns or controls a Restricted Person; or


(iv)
has a Restricted Person serving as a director, officer or, to the best of its knowledge, employee.

(b)
The Guarantor and its respective directors, officers, employees and agents and (to the best of its knowledge) any Sub-charterer is in compliance with all Sanctions laws, and none of them have been or are currently being investigated on compliance with Sanctions, they have not received notice or are aware of any claim, action, suit or proceeding against any of them with respect to Sanctions and they have not taken any action to evade the application of Sanctions.

10.14
Anti-Money Laundering and other Laws

The Guarantor, each other Obligor and (to the best of its knowledge) any Sub-charterer is not in breach of any laws or regulations relating to the Vessel and its ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code, all Environmental Laws, the laws of the Vessel's registry and in particular, all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws and each of the Guarantor, other Obligor and (to the best of its knowledge) Sub-charterer has instituted and maintained systems, controls, policies and procedures designed to:

(a)
prevent and detect incidences of bribery and corruption, money laundering and terrorism financing; and

8
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
(b)
promote and achieve compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws.

10.15
No immunity

Neither the Guarantor nor any of its assets, in each case, has any right to immunity from set off, legal proceedings, attachment prior to judgement or other attachment or execution of judgement on the grounds of sovereign immunity or otherwise.

10.16
No insolvency

The Guarantor is not insolvent or in liquidation or administration or subject to any other formal or informal insolvency procedure, and no receiver, administrative receiver, administrator, liquidator, trustee or analogous officer has been appointed in respect of it or all or material part of its assets.

10.17
Provisions of Leasing Documents

The Guarantor is fully familiar with and agrees with all provisions of the Leasing Documents to which the Bareboat Charterer is a party.

10.18
No waiver

No oral or written statement has been made to the Guarantor by or on behalf of the Owner or any other person which could be construed as a waiver of any provisions of this Guarantee or a statement of intention not to enforce this Guarantee in accordance with its terms.

11
UNDERTAKINGS

11.1
General

The Guarantor undertakes with the Owner to comply with the following provisions of this Clause 11 (Undertakings) commencing from the date hereof and up to the last day of the Security Period, except as the Owner may otherwise permit.

11.2
Information provided to be accurate

All financial and other information which is provided in writing by or on behalf of the Guarantor under or in connection with this Guarantee will be true and not misleading and will not omit any material fact or consideration.

11.3
Provision of financial statements

The Guarantor will send to the Owner:

(a)
as soon as possible, but in no event later than one hundred and eighty (180) days after the end of each financial year of the Guarantor (beginning with the financial year ending 31 December 2024), the audited consolidated annual financial reports of the Guarantor for that financial year; and

(b)
as soon as possible, but in no event later than ninety (90) days after the end of each half-year of the Guarantor, the unaudited consolidated half-yearly accounts of the Guarantor certified as to their correctness by an officer of the Guarantor.

9
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
11.4
Form of financial statements

All accounts (audited and unaudited) delivered under Clause 11.3 (Provision of financial statements) will:

(a)
be prepared in accordance with all applicable laws and generally accepted accounting principles consistently applied;

(b)
give a true and fair view of (in respect of the audited and unaudited accounts) or fairly representing (in the case of the management accounts) the state of affairs of the Guarantor at the date of those accounts and of their profit for the period to which those accounts relate;

(c)
fully disclose or provide for all significant liabilities of the Guarantor and its subsidiaries; and

(d)
if not in the English language, be accompanied by an English translation duly certified as to its correctness.

11.5
Consents

The Guarantor will maintain in force and promptly obtain or renew, and will, upon the request of the Owner, promptly send certified copies to the Owner of, any necessary consents, approvals, authorisations, licenses or permits of any regulatory body or authority required:

(a)
for the Guarantor to perform its obligations under this Guarantee and any other Leasing Document to which it is a party; and

(b)
for the validity or enforceability of this Guarantee and any other Leasing Document to which it is a party,

and the Guarantor will comply with the terms of all such consents, approvals, authorisations, licenses or permits.

11.6
Maintenance of Security Interests

The Guarantor will at their own cost:

(a)
ensure that any Leasing Document to which it is a party validly creates the obligations and the Security Interests which it purports to create; and

(b)
without limiting the generality of paragraph (a), promptly register, file, record or enrol any Leasing Document to which it is a party with any court or authority in all relevant jurisdictions, pay any stamp duty, registration or similar tax in all relevant jurisdictions in respect of any Leasing Document to which it is a party, give any notice or take any other step which, is or has become necessary or desirable for any such Leasing Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

11.7
Notification of default

The Guarantor will promptly notify the Owner:

(a)
any circumstances which could give rise to a breach of any representation or undertaking in the Bareboat Charter, or any Termination Event, relating to Sanctions;

10
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
(b)
any Termination Event; or

(c)
any matter which indicates that a Termination Event may have occurred, and will thereafter keep the Owner fully up-to-date with all developments.

11.8
Maintenance of status

The Guarantor will maintain its separate corporate existence as a corporation and remain in good standing under the laws of the Republic of the Marshall Islands.

11.9
Negative Pledge

The Guarantor shall not, and shall procure none of its subsidiaries will create or permit to arise any Security Interest over any asset which is subject to the Security Interest created under any Leasing Documents present or future except the Permitted Security Interests.

11.10
Pari passu

The Guarantor shall procure that its liabilities under this Guarantee will rank at least pari passu with all its other present and future unsecured liabilities, except for liabilities which are mandatorily preferred by law.

11.11
No disposal of assets, change of business

The Guarantor:

(a)
shall not make any substantial change to the nature of its business or its corporate structure from that existing at the date of this Guarantee; and

(b)
shall procure that the Bareboat Charterer will not transfer, lease (other than in relation to the chartering of the Vessel pursuant to the terms of the Bareboat Charter) or otherwise enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

11.12
No payment of dividend

The Guarantor shall not declare, make or pay any dividend or other distribution (or interest on any unpaid dividend or other distribution) (whether in cash or in kind) on or in respect of its issued shares (including any class of its issued shares ) unless:

(a)
at the relevant time no Termination Event has occurred and is continuing; and

(b)
a Termination Event would not occur as a direct result of such payment or distribution.

11.13
No merger etc.

The Guarantor shall not, and shall procure that no other Obligor (other than a Third Party Approved Manager) will, enter into any form of merger, amalgamation, demerger or corporate reconstruction without the Owner's prior written consent.

11
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
11.14
Maintenance of ownership of Bareboat Charterer

The Guarantor shall remain the ultimate corporate beneficial owner of all the issued shares of the Bareboat Charterer.

11.15
Sanctions

The Guarantor shall comply, and shall procure that each other Obligor (including, in each case, procuring or as the case may be, using all reasonable endeavours to procure the respective officers, directors, employees, consultants, agents and/or intermediaries of the relevant entity or (on a best effort basis) any Sub-charterer to do the same) complies, with all applicable laws and regulations in respect of Sanctions.

11.16
Trading not contrary to Sanctions

Without limiting Clause 11.15 (Sanctions), the Guarantor will procure that:

(a)
the Vessel shall not be operated, employed, managed, used by or for the benefit of a Restricted Person;

(b)
the Vessel shall not be employed in trading with any Restricted Person or in any manner contrary to Sanctions or published boycotts imposed by any of the United Nations, the European Union, the United States of America, the United Kingdom;

(c)
notwithstanding any provision of the Bareboat Charter, the Vessel shall not be permitted to call at any port in any Restricted Country or any area or country where trading in such area or country would constitute or would be reasonably expected to constitute a breach of Sanctions;

(d)
the Vessel shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances or in any manner which would result in any Obligor, any Sub-charterer or the Owner becoming a Restricted Person; and

(e)
that each charterparty in respect of the Vessel shall contain, for the benefit of the Owners, language which permits refusal of employment or voyage orders if compliance would result in a breach of Sanctions and which prohibits trading to any Restricted Country.

11.17
Compliance with Anti-Money Laundering Laws and other Laws.

The Guarantor:

(a)
shall, and shall procure that each other Obligor shall, promptly notify the Owner of any non-compliance, by any Obligor or their respective officers, directors, employees, consultants, agents or intermediaries or (on a best efforts basis) any Sub-charterer, with all laws and regulations relating to Sanctions, Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws as well as provide all information (once available) in relation to its business and operations which may be relevant for the purposes of ascertaining whether any of the aforesaid parties are in compliance with such laws;

(b)
shall, and shall procure that each other Obligor shall (including procuring or as the case may be, using all reasonable endeavours to procure the respective officers, directors, employees, consultants, agents and/or intermediaries of the relevant entity to do the same) or (on a best effort basis) any Sub-charterer shall:

12
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4

(i)
comply with all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws;


(ii)
maintain systems, controls, policies and procedures designed to promote and achieve ongoing compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws; and


(iii)
procure the Bareboat Charterer, not to use, or permit or authorize any person to directly or indirectly use, the Purchase Price for any purpose that would breach any Anti-Money Laundering Laws, Anti-Terrorism Financing Laws or Business Ethics Laws;

(c)
procure that the Bareboat Charterer do not lend, invest, contribute or otherwise make available the Purchase Price to or for any other person in a manner which would result in a violation of Anti-Money Laundering Laws, Anti-Terrorism Financing Laws or Business Ethics Laws.

12
JUDGMENTS AND CURRENCY INDEMNITY

12.1
Judgments relating to Leasing Documents

This Guarantee shall cover any amount payable by the Bareboat Charterer under or in connection with any judgment relating to any Leasing Document.

12.2
Currency indemnity

If any sum (a "Sum") due from the Guarantor to the Owner under this Guarantee or under any order, judgment or aware given or made relating to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

(a)
making or filing a claim or proof against the Guarantor; or

(b)
obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings; or

the Guarantor shall, as an independent obligation, on demand, indemnify the Owner against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

In this Clause 12.2 (Currency indemnity), the "available rate of exchange" means the rate at which the Owner is able at the opening of business (Shanghai time) on the Business Day after it receives the Sum concerned to purchase the First Currency with the Second Currency.

13
SET-OFF

13.1
Application of credit balances

 The Owner may, following the occurrence of a Termination Event which is continuing, without prior notice, but notifying the Guarantor afterwards:

13
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
(a)
apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Guarantor at any office in any country of either an affiliate of the Owner or the Owner's financiers in or towards satisfaction of any sum then due from the Guarantor to the Owner under this Guarantee and any other Security Document; and

(b)
for that purpose:


(i)
break, or alter the maturity of, all or any part of a deposit of the Guarantor;


(ii)
convert or translate all or any part of a deposit or other credit balance into Dollars; and


(iii)
enter into any other transaction or make any entry with regard to the credit balance which the Owner considers appropriate.

13.2
Existing rights unaffected

 
The Owner shall not be obliged to exercise any of its rights under Clause 13.1 (Application of credit balances); and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which the Owner ientitled (whether under the general law or any document).

14
SUPPLEMENTAL

14.1
Continuing guarantee

This Guarantee shall remain in force as a continuing security at all times from the date of this Guarantee up to the last day of the Security Period.

14.2
Rights cumulative, non-exclusive

The Owner's rights under and in connection with this Guarantee are cumulative, may be exercised as often as appears expedient and shall not be taken to exclude or limit any right or remedy conferred by law.

14.3
No impairment of rights under Guarantee

If the Owner omits to exercise, delays in exercising or invalidly exercises any of its rights under this Guarantee, that shall not impair that or any other right of the Owner under this Guarantee.

14.4
Severability of provisions

If any provision of this Guarantee is or subsequently becomes void, illegal, unenforceable or otherwise invalid, that shall not affect the validity, legality or enforceability of its other provisions.

14.5
Guarantee not affected by other security

This Guarantee shall not impair, nor be impaired by, any other guarantee, any Security Interest or any right of set-off or netting or to combine accounts which the Owner may now or later hold in connection with the Leasing Documents.

14
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
14.6
Applicability of provisions of Guarantee to other Security Interests

Any Security Interest which the Guarantor creates (whether at the time at which it signs this Guarantee or at any later time) to secure any liability under this Guarantee shall be a principal and independent security, and Clauses 3 (Liability as principal and independent debtor) and 17 (Invalidity of Leasing Documents) shall, with any necessary modifications, apply to it, notwithstanding that the document creating the Security Interest neither describes it as a principal or independent security nor includes provisions similar to Clauses 3 (Liability as principal and independent debtor) and 17 (Invalidity of Leasing Documents).

14.7
Applicability of provisions of Guarantee to other rights

Clauses 3 (Liability as principal and independent debtor) and 17 (Invalidity of Leasing Documents) shall also apply to any right of set-off or netting or to combine accounts which the Guarantor creates by an agreement entered into at the time of this Guarantee or at any later time (notwithstanding that the agreement does not include provisions similar to Clauses 3 (Liability as principal and independent debtor) and 17 (Invalidity of Leasing Documents)), being an agreement referring to this Guarantee.

14.8
Third party rights

Other than the Other Owner, a person who is not a party to this Guarantee has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Guarantee.

14.9
Counterpart

This Guarantee may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Guarantee.

14.10
Immunity

The Guarantor waives any rights of sovereign immunity which it or any of its assets may enjoy in any jurisdiction and subjects itself to civil and commercial law with respect to their obligations under this Guarantee.

15
ASSIGNMENT

15.1
Assignment or transfer by Guarantor

The Guarantor shall not assign any of its rights or transfer by novation of its rights and obligations under this Guarantee except with the Owner's prior consent in writing.

15.2
Assignment by Owner

The Owner may assign or transfer its rights under and in connection with this Guarantee to the same extent as it may do so under the Bareboat Charter.

15
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
16
NOTICES

16.1
Notices

Any notice, certificate, demand or other communication to be served, given made or sent under or in relation to this Guarantee shall be in English and in writing and (without prejudice to any other valid method or giving making or sending the same) shall be deemed sufficiently given or made or sent if sent by registered post or by email to the following respective addresses:

(a)           to the Owner:
China Huarong Shipping Financial Leasing Company Limited
Room 6006, 6th Floor, No. 15 Second East Zhongshan Road, Shanghai,
China, 200002

Attention:

Tel:

Email:

(b)           to the Guarantor:
c/o United Maritime Corporation

154 Vouliagmenis Avenue, 16674 Glyfada, Athens, Greece

Attention: Legal Department

Email:

Tel:

or, if a party hereto changes its address or email address, to such other address or email address as that party may notify to the other.

16.2
Service of notices

Any such communication shall be deemed to have reached the Party to whom it was addressed

(a) when delivered (in case of a registered letter), or (b) when actually received in readable form (in case of an email). A notice or other such communication received on a non-working day or after 5.00 p.m. in the place of receipt shall be deemed to be served on the next following working day in such place.

16.3
Validity of demands

A demand under this Guarantee shall be valid notwithstanding that it is served:

(a)
on the date on which the amount to which it relates is payable by the Bareboat Charterer under a Leasing Document; and

(b)
at the same time as the service of a notice under clause 43.2 of the Bareboat Charter;

and a demand under this Guarantee may refer to all amounts payable under or in connection with a Leasing Document without specifying a particular sum or aggregate sum.

16
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
17
INVALIDITY OF LEASING DOCUMENTS

17.1
Invalidity of Leasing Documents

In the event of:

(a)
any Leasing Document now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever, whether of a similar kind or not; or

(b)
without limiting the scope of paragraph (a), a bankruptcy or insolvency of any Obligor, the introduction of any law or any other matter resulting in any Obligor being discharged from liability under any Leasing Document, or any Leasing Document ceasing to operate (for example, by interest ceasing to accrue),

this Guarantee shall cover any amount which would have been or become payable under or in connection with a Leasing Document if such Leasing Document had been and remained entirely valid, legal and enforceable, or the Bareboat Charterer had not suffered bankruptcy or insolvency, or any combination of such events or circumstances, as the case may be, and the Bareboat Charterer had remained fully liable under it for liabilities whether invalidly incurred or validly incurred but subsequently retrospectively invalidated; and references in this Guarantee to amounts payable by the Bareboat Charterer under or in connection with a Leasing Document shall include references to any amount which would have so been or become payable as aforesaid.

18
INCORPORATION OF BAREBOAT CHARTER PROVISIONS

18.1
The following provisions of the Bareboat Charter apply to this Guarantee as if they were expressly incorporated therein with any necessary modifications:

clause 42 (No waiver of rights);

clause 51 (no set-off or tax deduction); clause 53 (FATCA);

clause 55 (Confidentiality); and clause 56 (Partial Invalidity).

18.2
Clause 18.1 (Incorporation of Bareboat Charter provisions) is without prejudice to the application to this Guarantee of any provision of the Bareboat Charter which, by its terms, applies or relates to this Guarantee.

19
GOVERNING LAW AND ARBITRATION

19.1
This Guarantee and any non-contractual obligations arising under or in connection with it, shall be governed by and construed in accordance with English law.

19.2
Any dispute arising out of or in connection with this Guarantee, including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement (a "Dispute") shall be referred to and finally resolved by arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

17
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
19.3
The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

19.4
The seat of the arbitration shall be London, England, even where any hearing takes place outside England.

19.5
The reference shall be to three (3) arbitrators. A party wishing to refer a Dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of the date that the notice is delivered to the other party and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and gives notice that it has done so within the fourteen (14) days specified, the party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.

19.6
Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

19.7
Where the reference is to three (3) arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.

19.8
In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

19.9
The language of the arbitration shall be English.

THIS GUARANTEE has been executed and delivered as a deed on the date stated at the beginning of this Guarantee.

18
Huarong United – Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
EXECUTION PAGE

GUARANTOR
     
       
EXECUTED AS A DEED   )
by Stavros Gyftakis   )
for and on behalf of
   )
UNITED MARITIME CORPORATION
   )
/s/ Stavros Gyftakis
  
as attorney-in-fact   )
in the presence of:
   )


 

/s/ Maria Moschopoulou  
Witness' signature
  
Witness' name:
Maria Moschopoulou 
Witness' address:
 154 Vouliagmenis Avenue 166 74 Glyfada, Athens Greece

OWNER
      
       
SIGNED, SEALED and DELIVERED as a DEED
   )

by
   )
as attorney-in-fact
   )
for INSIGHT 40 HOLDING LIMITED
   )
      )
 
under a power of attorney dated
  )
Name:
in the presence of:
  


 
 

     
Witness's signature
  
Witness's name:
  
Witness's address:
  

Huarong United
Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
EXECUTION PAGE

GUARANTOR 
      
       
EXECUTED AS A DEED   )
by   )
for and on behalf of
   )
UNITED MARITIME CORPORATION
   )
 
as attorney-in-fact   )
in the presence of:   )


     
Witness' signature
  
Witness' name:
  
Witness' address:
  

OWNER
      
       
SIGNED, SEALED and DELIVERED as a DEED
   )

by
   )
as attorney-in-fact
   )
for INSIGHT 40 HOLDING LIMITED
   )
 
  ) /s/ CHEN KEQI  
under a power of attorney dated
4 March 2026
   )
Name: CHEN KEQI
in the presence of:
  


 
 
/s/ Sun Linzi      
Witness's signature
  
Witness's name: Sun Linzi
  
Witness's address: Room 6006, 6th Floor, No.15 Second East Zhongshan Road, Shanghai, P.R. China 200002
  

Huarong United
Guarantee (m.v. "Nisea")
SINGAPORE/92303241v4
EX-8.1 16 ef20060832_ex8-1.htm EXHIBIT 8.1
Exhibit 8.1

List of subsidiaries of United Maritime Corporation.,
as of 31 December 2025

Company
Country of Incorporation
Sea Glorius Shipping Co.
Republic of the Marshall Islands
Minoansea Maritime Co.
Republic of the Marshall Islands
Traders Maritime Co.
Republic of the Marshall Islands
Good Maritime Co.
Republic of Liberia
Oasea Maritime Co.
Republic of the Marshall Islands
Cretansea Maritime Co.
Republic of the Marshall Islands
Chrisea Maritime Co.
Republic of the Marshall Islands
Synthesea Maritime Co.
Republic of Liberia
Nisea Maritime Co.
Republic of Liberia
Exelixsea Maritime Co.
Republic of the Marshall Islands
United Management Corp.
Republic of the Marshall Islands
Duke Maritime Co.
Republic of the Marshall Islands
Squire Maritime Co.
 Republic of Liberia


EX-11.1 17 ef20060832_ex11-1.htm EXHIBIT 11.1
Exhibit 11.1

 

Statement of Corporation Policy – Trading in the Corporation’s Securities
 
TO:
All Employees, Officers and Directors of United Maritime Corporation (the “Corporation”) and its Affiliates
 
FROM:
Stamatios Tsantanis, Chairman and Chief Executive Officer
 
RE:
Statement of Corporation Policy - Securities Trading By Corporation and Affiliate Personnel
 
ISSUED:
18th March, 2026
 
The Need for a Policy Statement
The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in securities, is prohibited by the federal securities laws. Insider trading violations are pursued vigorously by the United States government and are punished severely. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by Corporation personnel.
 
The Corporation’s Board of Directors has adopted this Policy Statement both to satisfy the Corporation’s obligation to prevent insider trading and to help Corporation personnel avoid the severe consequences associated with violations of the insider trading laws. The Policy Statement also is intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Corporation.
 
The Consequences
The consequences of an insider trading violation can be severe:
 
Corporation-Imposed Sanctions. An employee’s failure to comply with the Corporation’s insider trading policy (i.e. Securities Trading Policy) may subject the employee to Corporation-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. The Corporation requires all Corporation personnel and their relations to comply with the law and with the Corporation insider trading policy. Needless to say, a violation of law, or even an investigation by the Securities and Exchange Commission (“SEC”) that does not result in prosecution, can tarnish one’s reputation and irreparably damage a career.
 
Penalties for insider trading are severe for every individual involved regardless of whether they personally benefited from the violation. Penalties may include:
 

 •
Jail sentences;

•
Civil injunctions;

•
Civil monetary damages;

united maritime corporation
154, vouliagmenis avenue, 16674
Glyfada Athens, Greece
Tel. +30 213 0181507
Page 1 of 5
 


•
Criminal fines;

•
Fines for the Corporation.
 
Any individual who is aware on material non-public information from their relationship with the Corporation is prohibited from trading on or tipping that information to another person to trade on. An employee who tips information to a person who then trades is subject to the same penalties as the tippee, even if the employee did not trade and did not profit from the tippee’s trading.
 
Statement of Policy
It is the policy of the Corporation that no director, officer or other employee of the Corporation or any of the Corporation’s affiliates (a “Covered Person”) who is aware of material nonpublic information relating to the Corporation may, directly or through family members or other persons or entities, (a) buy or sell securities of the Corporation (other than pursuant to a pre-approved trading plan that complies with SEC Rule 10b5-1), or engage in any other action to take personal advantage of that information, or (b) pass that information on to others outside the Corporation, including family and friends. In addition, it is the policy of the Corporation that no Covered Person who, in the course of working for or on behalf of the Corporation, learns of material nonpublic information about a company with which the Corporation does business, including a customer or supplier of the Corporation, may trade in that company’s securities until the information becomes public or is no longer material.
 
Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not exempt from the policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Corporation’s reputation for adhering to the highest standards of conduct.
 
Disclosure of Information to Others. The Corporation has established procedures for releasing material information about the Corporation in a manner that is designed to achieve broad public dissemination of the information immediately upon its release. You may not, therefore, disclose information to anyone outside the Corporation, including family members and friends, other than in accordance with those procedures. You also may not discuss the Corporation or its business in an internet “chat room” or similar internet-based forum.
 
Material Information. Material information is any information that a reasonable investor would consider important in making a decision to buy, hold, or sell securities. Any information that could be expected to affect the Corporation’s stock price, whether it is positive or negative, should be considered material. Some examples of information that ordinarily would be regarded as material are:
 

 •
Projections of future earnings or losses, or other earnings guidance;

•
Earnings that are inconsistent with the consensus expectations of the investment community;

•
A pending or proposed merger, acquisition or tender offer;

•
A pending or proposed acquisition or disposition of a significant asset or vessel;

•
A change in dividend policy, the declaration of a stock split, or an offering of additional securities;
 
united maritime corporation
154, vouliagmenis avenue, 16674
Glyfada Athens, Greece
Tel. +30 213 0181507
Page 2 of 5
 


•
A change in management;

•
Development of a significant new product or process;

•
Impending bankruptcy or the existence of severe liquidity problems;

•
The gain or loss of a significant charterer.
 
“20-20” Hindsight. Remember, anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight.
 
When Information is “Public” If you are aware of material nonpublic information, you may not trade until the information has been disclosed broadly to the marketplace (such as by press release or a SEC filing) and the investing public has had time to absorb the information fully. To avoid the appearance of impropriety, as a general rule, information should not be considered fully absorbed by the marketplace until the second trading day after the information is released. If, for example, the Corporation were to make an announcement on a Monday, you should not trade in the Corporation’s securities until Wednesday. If an announcement were made on a Friday, Tuesday generally would be the first eligible trading day.
 
Transactions by Family Members. The insider trading policy also applies to your family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in securities). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in the Corporation’s securities.
 
Transactions under Future Corporation Plans
Stock Option Exercises. The Corporation’s insider trading policy does not apply to the exercise of an employee stock option. The policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
 
Trading Windows and Blackout Periods
Trading Windows. A Covered Person may trade in Corporation securities only during the period beginning at the opening of trading on the second full trading day following the Corporation’s widespread public release of quarterly or year-end operating results, and ending at the close of trading on the 30th day following the end of the next quarter (or, if such 30th day is not a trading day, on the next trading day), as long as the Covered Person is not in possession of material nonpublic information or subject to any special trade blackout.
 
No Trading During Trading Windows While in the Possession of Material Nonpublic Information. No Covered Person possessing material nonpublic information concerning the Corporation may trade in Corporation securities even during applicable trading windows. Persons possessing such information may trade during a trading window only after the opening of trading on the second full trading day following the Corporation’s widespread public release of the information.
 
united maritime corporation
154, vouliagmenis avenue, 16674
Glyfada Athens, Greece
Tel. +30 213 0181507
Page 3 of 5
 

No Trading During Blackout Periods. No Covered Person may trade in Corporation securities outside of the applicable trading windows or during any special blackout periods that the Corporation’s Chief Executive Officer (the “CEO”) may designate. In addition, no Covered Person may disclose to any outside third party that a special blackout period has been designated.
 
Pre-Clearance by CEO. All transactions in the Corporation’s securities by an employee of the Corporation or any of the Corporation’s affiliates must be cleared in advance by the Corporation’s CEO. Furthermore, all transactions in the Corporation’s securities by a director and/or officer of the Corporation, as these are defined under the Securities Exchange Act of 1934 (“Exchange Act”), must be cleared in advance by the Corporation’s CEO in writing keeping in copy the General Counsel of the Corporation.
 
Exception for Transfers Pursuant to Rule 10b5-1
Blackout periods shall not prohibit transfers of Corporation securities made pursuant to a written contract, letter of instruction or plan that (a) complies with the requirements of SEC Rule 10b5-1 (a “Rule 10b5-1 Plan”), and (b) has been approved by the Corporation’s CEO in advance of the first trade thereunder. In order to receive such approval from the Corporation’s CEO a Covered Person must certify in writing that (i) such Covered Person was not in possession of material nonpublic information about the Corporation at the time the Rule 10b5-1 Plan was adopted, (ii) that all trades made under the Rule 10b5-1 Plan will comply with Rule 10b5-1 Plan and applicable securities laws, and (iii) the Rule 10b5-1 Plan complies with the requirements of Rule 10b5-1. No such approval by the CEO shall be considered the CEO’s or the Corporation’s determination that the Rule 10b5-1 Plan satisfies the requirements of Rule 10b5-1. It shall be the sole responsibility of the person establishing the Rule 10b5-1 Plan to ensure that such plan complies with the requirements of Rule 10b5-1.
 
Miscellaneous
Post-Termination Transactions. This Policy Statement will continue to apply to your transactions in Corporation securities even after you have terminated your employment with or position as a director of the Corporation or its affiliates. If you are in possession of material nonpublic information when your employment or directorship terminates, you may not trade in Corporation securities until that information has become public or is no longer material.
 
Holding Foreign Insiders Accountable Act (HFIAA) Disclosure. This Policy Statement, effective March 18,2026, requires compliance with Section 16(a) of the Exchange, as amended by HFIAA, that requires directors and officers, as these terms are defined under the Exchange Act, of a foreign private issuer (FPI) with a class of equity securities registered under Section 12 of the Exchange Act to provide disclosure of their beneficial ownership and transactions involving the issuer’s equity securities.

united maritime corporation
154, vouliagmenis avenue, 16674
Glyfada Athens, Greece
Tel. +30 213 0181507
Page 4 of 5
 

Certifications

All Covered Persons must certify their understanding of, and intent to comply with, this Policy Statement.

CERTIFICATION

I certify that:

1.
I have read and understand the Company’s Statement of Policy regarding Securities Trading by Company and Affiliate Personnel.  I understand that the CEO is available to answer any questions I have regarding the Policy Statement.

2.
I have complied with the Policy Statement for so long as I have been a Covered Person of the Company.

3.
I will continue to comply with the Policy Statement for as long as I am subject to the policy.

Signature:
 

Date:
 

Print name:
    


united maritime corporation
154, vouliagmenis avenue, 16674
Glyfada Athens, Greece
Tel. +30 213 0181507
Page 5 of 5
EX-12.1 18 ef20060832_ex12-1.htm EXHIBIT 12.1
Exhibit 12.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

I, Stamatios Tsantanis, certify that:

1.          I have reviewed this annual report on Form 20-F of United Maritime Corporation (the “Company”);

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.          The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)         Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)       Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5.          The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: April 8, 2026
 
   
/s/ Stamatios Tsantanis
 
Stamatios Tsantanis
 
Chairman, Chief Executive Officer and Director (Principal Executive Officer)
  


EX-12.2 19 ef20060832_ex12-2.htm EXHIBIT 12.2
Exhibit 12.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

I, Stavros Gyftakis, certify that:

1.          I have reviewed this annual report on Form 20-F of United Maritime Corporation (the “Company”);

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.          The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)        Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)       Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5.          The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: April 8, 2026
 
   
/s/ Stavros Gyftakis
 
Stavros Gyftakis
 
Chief Financial Officer and Director (Principal Financial Officer)
  


EX-13.1 20 ef20060832_ex13-1.htm EXHIBIT 13.1
Exhibit 13.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
 
In connection with this annual report of United Maritime Corporation (the "Company") on Form 20-F for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Stamatios Tsantanis, Chairman, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
     (1)  the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
     (2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
 
Date: April 8, 2026
 
 
 
/s/ Stamatios Tsantanis
 
Stamatios Tsantanis
 
Chairman, Chief Executive Officer and Director (Principal Executive Officer)
 


EX-13.2 21 ef20060832_ex13-2.htm EXHIBIT 13.2
Exhibit 13.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
 
In connection with this annual report of United Maritime Corporation (the "Company") on Form 20-F for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Stavros Gyftakis, Chief Financial Officer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
     (1)  the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
     (2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
 
Date: April 8, 2026
 
 
 
/s/ Stavros Gyftakis
 
Stavros Gyftakis
 
Chief Financial Officer and Director (Principal Financial Officer)
 



EX-15.1 22 ef20060832_ex15-1.htm EXHIBIT 15.1
Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

 
(1)
Registration Statement (Form F-3 No. 333-273116) of United Maritime Corporation, and

 
(2)
Registration Statement (Form F-3 No. 333-266099) of United Maritime Corporation;

of our report dated April 8, 2026, with respect to the consolidated financial statements of United Maritime Corporation included in this Annual Report (Form 20-F) of United Maritime Corporation for the year ended December 31, 2025.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.
 
Athens, Greece
April 8, 2026

EX-15.2 23 ef20060832_ex15-2.htm EXHIBIT 15.2
Exhibit 15.2
 
CONSENT OF WATSON FARLEY & WILLIAMS LLP
 
Reference is made to the annual report on Form 20-F of United Maritime Corporation (the “Company”) for the year ended December 31, 2025 (the “Annual Report”) and the Registration Statements on Form F-3 (File Nos. 333-273116 and 333-266099) of the Company including the prospectuses contained therein (together, the “Registration Statements”). We hereby consent to (i) the filing of this letter as an exhibit to the Annual Report, which is incorporated by reference into the Registration Statements and (ii) each reference to us and the discussions of advice provided by us in the Annual Report under the section “Item 10. Additional Information—E. Taxation” and to the incorporation by reference of the same in the Registration Statements, in each case, without admitting we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to any part of the Registration Statements.

/s/ Watson Farley & Williams LLP
  
Watson Farley & Williams LLP
  
New York, New York
  
April 8, 2026