MARITIME CHARTER

AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Lease Agreement (hereinafter referred to as the “Agreement”) made and entered into by and between:

SOUTHERN REGENT SHIPPING CORP, a corporation organized and existing under and by
virtue of the laws of the Republic of the Philippines with commercial office address at Unit
1202B 12F Kepwealth Center Bldg. Samar Loop Cebu Business Park Cebu City, Philippines,
represented herein by its President, _______________________ hereinafter referred to as the “
OWNER”;

And

WELLCRIS SHIPPING CORPORATION, a corporation organized and existing under and by

virtue of the laws of the Republic of the Philippines with commercial office address at Pagutlan,
Tayud, Lilo-an Cebu, Philippines, represented herein by its VP-Finance/Treasurer, MRS. CRISTINA
VELASQUEZ, hereinafter referred to as the “CHARTERER”;

The OWNER and the CHARTERER are hereinafter collectively referred to as the
"PARTIES".

WITNESSETH

WHEREAS, the OWNER is the registered and legal owner/operator of a DREDGER Equipment
(hereinafter referred to as the "DREDGER "), more particularly described below:

Identification of Dredge

DREDGER Name : MV REGENT 109

Performance / Capacity : approximately 1500+/- to 2000+/- metric ton/hour
Year Built : 2018
Length, Overall : 60.20m
Breadth, Moulded : 16.80m
Depth, Moulded : 5.80m
Draft : 4.00m
FWA : 166mm
Freeboard Tropical : 1650mm
Freeboard Summer : 1816mm
. GRT : 2,322MT
NRT : 693MT
ME No. of Engine : CUMMINS DIESEL X 3UNITS @ 582KWX3

WHEREAS, the OWNER desires to lease the above described DREDGER in favor of the CHARTERER
and the CHARTERER accepts the same, subject to the terms and conditions herein set forth.
 WHEREAS, this Agreement is a Time Charter; thus the OWNER retains ownership of the Dredger during
the term of charter and shall be responsible for the technical operations hereto.

WHEREAS, the CHARTERER hereby confirms that he has inspected the DREDGER, and is fully
satisfied that the DREDGER is in good condition; suitable for the work to be done; and suitable for the
requirements of the CHARTERER.

NOW THEREFORE, for and in consideration of the terms and conditions herein stipulated,
and strict compliance of the same, the OWNER hereby leases unto the CHARTERER, its successors
and assigns the DREDGER, pursuant to the following terms and conditions:

1. PERIOD, PORT OF DELIVERY/TIME OF DELIVERY

1.1 The terms and delivery details of this Agreement are as follows:

Port of Delivery On-hire : Botolan, Zambales

Port of Redelivery Off-hire
Mobilization /Demobilization
Consumables
Lease Commencement Date
Charter Expiration Date
Time Charter Period / Term
Dredge Materials
No. of hours of Operation
Maximum Operation per Month
: Tagana-an
: (CHARTERER’S ACCOUNT)
: Diesel Fuel, Lube Oils, and Freshwater to be supplied by
CHARTERER
: Upon departure of DREDGER and tendering of NOR (Notice of
Readiness)
: 90-days after tendering of NOR
: 90-days, Renewable (Subject to Mutual Agreement)
: River Sand / Sea-Sand
: Twelve (12) hours per day
: Twenty-four (26) calendar days

1.2 Any changes to the Port of Delivery On-hire, Port of Re-Delivery Off-hire, Route, Lease
Commencement Date, Lease Expiration Date, Lease Period / Term shall require the prior written
approval of both the OWNER and the CHARTERER, and shall at all times be subject to the
other provisions of this Agreement.

1.3 The aforesaid Lease Period shall commence, and DREDGER shall be deemed to be on-hire,
upon DREDGER’s Departure at Port of Delivery On-hire and upon DREDGER’s tender of its
Notice of Readiness (NOR). Regardless of whether the CHARTERER accepts the NOR or not.
Lease Period shall cease, and DREDGER shall be deemed to be off-hire, DREDGER’s Arrived
at the Port of Redelivery Off-hire.

2. Charter Fee Payments and Term.

2.1 The CHARTERER shall pay as hire in favor of the OWNER the Lease Rate of TWELVE
MILLION PESOS (Php12,000,000.00) per month, exclusive of 12%-VAT, and Net of
Withholding Tax.

2.2 The CHARTERER shall effect payment of the Lease Rate, subject to the following schedule:

2.2.i The CHARTERER shall pay One (1) Month Security Deposit and One (1) Month
Advance Lease Payment thru Cash Deposit / Fund Transfer from the
CHARTERER’s Designated Bank to OWNER’S designated Bank at least thirty
(30) days from the start of the charter.
 2.2. ii. The monthly lease payments shall be made in arrears, every Ten (10) Days before
end of each month period. The OWNER shall however retain the exclusive right to
withdraw the DREDGER from the service of the CHARTERER at any time after
the expiration of the Lease Period/ Term stipulated in Section 1 of this Agreement
2.2 iii. Upon signing of the contract, CHARTERER shall pay 50% of the (1) One Month
Advance Lease Payment and issue postdated cheque 15 days from the signing of
the contract.
2.2 iv Upon arrival of the dredger at the port of destination, charterer shall pay the
remaining 50% balance of the Advance Lease Payment

2.2. v. The CHARTERER shall remit payments to the specified amount as stated in the
contract through:

Bank Name : Chinabank

Branch : Cebu-Banilad
Account Name : SOUTHERN REGENT SHIPPING, INC.
Account Number : SA#

2.3 In the event of any extension on the Lease Period / Term stipulated in Section 1 of this
Agreement, which both the CHARTERER and OWNER mutually agree on, then the CHARTERER
shall immediately make payments in favor of the OWNER at the same Charter Rate as stipulated
above.

2.4 The CHARTERER shall engage charter the services of the OWNER on a Monthly Lease
basis for a minimum period as stated by the Lease Period / Term defined in Section 1 of this
Agreement, which term or period may be renewable subject to the negotiations and
supplemental or additional agreements between the OWNER and CHARTERER.

2.5 In the event the CHARTERER defaults in paying the Lease, the OWNER has the right to
withdraw the DREDGER from the service of the CHARTERER without need for any
notification, without interference by any Court, without the need to seek any legal proceedings or
any other formality whatsoever and without prejudice to any additional claim the OWNER may
otherwise have against the CHARTERER under this Agreement. In the event OWNER decides
to withdraw the DREDGER pursuant to this provision, CHARTERER shall hold the OWNER
free and harmless from any claim, liability or damage or legal action from any party as a result of
the exercise of the option under this Clause.

2.6 In the event OWNER should withdraw the DREDGER from the service of the CHARTERER
due to causes allowing the OWNER to do so under this Agreement, then any unpaid amounts in
favor of OWNER for services which OWNER has already rendered but has not yet been paid for
shall still be deemed payable to the OWNER.
2.7 In the event that the OWNER defaults in delivering the dredger, the OWNER shall be accountable
to refund the charterer’s payment.

3. Late Payment Charge

3.1. If CHARTERER shall be in arrears in its rental payments hereunder, OWNER may
charge, and CHARTERER hereby agrees to pay, in addition to the rental payments then
due, a late payment charge of ten percent (10%) of the rental rate or equivalent to
One Million Two Hundred Thousand Pesos (Php1,200,000.00) shall be paid within
five (5) working days from due date. In case or in the event of non-compliance, the
CHARTERER will be charged for the late payment counted as per month for the unpaid
balance until settlement is made. Said late payment charge is in addition to and not in
limitation of any other rights and remedies of OWNER.
 3.2. However, if CHARTERER shall remain in default for Ten (10) calendar days after written
notice of said default, OWNER shall have the option to freeze the operation and or cancel
this agreement and repossess said DREDGER wherever it may be found. In doing so,
OWNER shall not be liable to the CHARTERER for any acts or omissions incident to a
repossession after a default. In the event the OWNER exercises the option to repossess the
DREDGER pursuant to this Clause, the CHARTERER shall peacefully and voluntarily
surrender possession of the vessel to the OWNER or its authorized representative.

4. Inspection

4.1 The CHARTERER shall inspect the DREDGER within three (3) business days after taking
possession thereof, and immediately report to the OWNER in writing in case there are
specific defects or objections on the DREDGER. If no written notice has been sent to
OWNER within the said three-day period, it shall be conclusively presumed that
CHARTERER has fully inspected and acknowledged that the DREDGER is in full
compliance with the terms of this lease, in good condition and repair, and that CHARTERER
is satisfied with and has accepted the DREDGER in such good condition and repair

5. Repair and Maintenance

5.1 The CHARTERER shall not remove, alter, disfigure or cover up any numbering, lettering, or
insignia displayed upon the DREDGER, and shall keep and maintain the DREDGER in good
operating condition and working order.

5.2 The CHARTERER shall be responsible for the maintenance and repairs expenses of the
DREDGER. Any maintenance and repairs to be done shall be subject for approval by the
Ship OWNER.

5.3 The CHARTERER shall be responsible for the repair of damages to the Wing Conveyor,
dredger suction, or any damage incurred by the DREDGER during the course of the Lease
operations, if and when such damages are attributable to the fault and negligence of the
CHARTERER, or any person or party acting under the CHARTERER. In such event, the
DREDGER shall continue to be on hire during the course of said repairs and maintenance.

5.4 No modifications shall be made on the DREDGER without the prior written consent of the
OWNER.

5.5 The CHARTERER shall be liable for all violations and any fines imposed by any
governmental authority during the lease term.

5.6 The CHARTERER shall indemnify and hold the OWNER free and harmless from any and
all fines, penalties and forfeitures imposed on account of the operation of the DREDGER in
violation of any law or ordinance, together with expenses incurred by the OWNER in
connection therewith. In the event the OWNER is held liable by government authorities for
the payment of any fee, fine or penalty as a result of the operations conducted by the
CHARTERER, the CHARTERER shall promptly pay or reimburse the OWNER for the
amount paid or owing to the government. And in the event the OWNER is held liable by
judgment of competent court to indemnify any person or entity on account of the operations
of the CHARTERER, the CHARTERER shall likewise promptly reimburse or indemnity the
OWNER for the amount paid or owing to the person or entity.
6. Fees, Assessments and Taxes

6.1 The CHARTERER shall pay for, and shoulder all expenses, relating to pilotage, tug boat
assist, mooring/ unmooring expenses, PPA usage fees and PCG clearances PCG
MEPFORCE for the Vessel and for all Cargo, permits, and all other expenses in order to
clear the Vessel while Vessel is on-hire.

6.2 The CHARTERER shall pay for any other taxes, DENR, LGU fees hereafter imposed and
relating to CHARTERER ‘s use or possession of the DREDGER.

7. Insurance

7.1 The CHARTERER shall obtain their own cargo insurance policy to cover
any loss or damage of their cargo.
7.1 The PARTIES, its employees and agents, shall comply with all terms and
conditions on all insurance policies taken on the DREDGER. All claims, (including bodily
injury, property damage, or vessel damages) are to be reported immediately to both the
insurance company and the injured PARTY.

7.3 The CHARTERER shall provide the OWNER a copy of the Certificate of Insurance with a
ten
(10)-day cancellation notice provision.

7.4 The OWNER agrees to hold the CHARTERER free and harmless from any and all
suits, actions, and proceedings arising out of or in connection with the operation of the
DREDGER. In the event of a lawsuit filed against the CHARTERER arising out of or in
connection with the operation of the DREDGER (unless due to operation of the DREDGER in
relation to the Cargo or Route), the OWNER agrees to indemnify the CHARTERER for all the
expenses and damages the CHARTERER may incur defending itself against the lawsuit.

8. Lessee's Damages

8.1 The OWNER shall not be responsible to CHARTERER, or its agents, servants, or
employees, for loss of business or other damage caused by any interruption of the service
herein to be furnished by OWNER, or by time lost in the repairing of the DREDGER, nor
for any loss, injury or damage arising out of or relating to OWNER's failure to deliver the
DREDGER pursuant hereto by reason of strikes or other causes beyond control of
OWNER nor for any other losses or damages sustained by CHARTERER hereunder except
as specifically provided in OWNER's undertakings in this agreement.

8.2 The OWNER assumes no liability or responsibility for any acts or omissions of
CHARTERER or of CHARTERER ‘s agents, servants or employees, or for any property of
CHARTERER, its agents, servants or employees or any other persons, property which are
damaged, lost or stolen in or from the DREDGER.

8.3 The CHARTERER shall have made available to the OWNER for the information prior to
tendering, all data in the CHARTERER possession relevant to the execution of the Works,
including hydrological, sub-water surface and sub-bottom conditions, and environmental
aspects. The CHARTERER shall be responsible for interpreting all such data, and for
inspecting the Site.

9. Early Termination by Charterer

 9.1 Should the CHARTERER elect to terminate this Agreement before the end of term for any
reason, CHARTERER shall be liable for all rent payments required to have been paid by
the CHARTERER for the unexpired balance of the term of this Agreement.

10. Force Majeure

10.1 The OWNER shall not be liable for any delays, shortage of sand output production, and loss of
cargo arising from or due to force majeure or acts of God or other causes beyond the control of
the OWNER.

11. Oil Spill

11.1 The OWNER shall hold CHARTERER free and harmless from any and all claims arising from
any third party, government institutions and other regulatory bodies for any loss and/or damage
to property and the environment for any cause or reason by oil spill attributable to the
DREDGER and/or any of its crew members. However, CHARTERER shall take full
responsibility for any cases of oil spill due to fault or negligence of the CHARTERER, in
relation to the CHARTERER’s responsibilities under this Agreement, in particular LESSEE’s
responsibilities in relation to providing and bunkering of Fuel and Lube Oils.

12. Non-Waiver

12.1 The failure of the OWNER to insist upon a strict performance of any of any of the terms,
conditions, and covenants hereof shall not be deemed a relinquishment or waiver of any right or
remedy that the OWNER may have subject to this Agreement. No waiver by the OWNER shall
be deemed to have been made unless expressed in writing and signed by the OWNER.

12.2 The failure of the CHARTERER to insist upon a strict performance of any of any of the terms,
conditions, and covenants hereof shall not be deemed a relinquishment or waiver of any right or
remedy that the CHARTERER may have subject to this Agreement. No waiver by the
CHARTERER shall be deemed to have been made unless expressed in writing and signed by the
CHARTERER.

13. General Provisions

13.1 This instrument constitutes the entire agreement between the parties hereto and shall be binding
on their heirs, executors, administrators and their legal representatives, successors and
assigns. This Agreement shall not be effective until executed by an officer of OWNER and
cannot be amended or altered in any manner unless such amendment be signed by an
officer of OWNER and by an authorized representative of CHARTERER. No forbearance
to exercise any right or privilege under this Agreement or waiver of any breach of any of its
terms shall be construed as a waiver of any such terms, rights or privileges, but the same
shall continue and remain in full force and effect the same as if no such forbearance or
waiver had occurred.

13.2 Neither this Agreement nor any interest herein may be sublet or assigned
by CHARTERER without the prior consent of OWNER thereto in writing. This lease or its
interest or any rent due or to become due may, however, be assigned by OWNER without
consent of CHARTERER, but subject to the rights of CHARTERER hereunder.

13.3 Any individual executing this Agreement as CHARTERER in a representative capacity

shall be bound personally, jointly and severally, with such fiduciary, corporation or other
entity as to all obligations, expressed or implied, arising hereunder.

14. Venue of Actions

 14.1 Any and all actions arising from this agreement shall be filed solely and exclusively in the
appropriate courts having jurisdiction over such within Cebu City, with the exclusion of all other
courts.

IN WITNESS WHEREOF, the PARTIES have hereunto affixed their respective signatures this date of
at Cebu City, Philippines

WELLCRIS SHIPPING CORPORATION SOUTHERN REGENT SHIPPING INC.

(CHARTERER) (OWNER )

By: By:

CRISTINA VELASQUEZ
VP-Finance President

SIGNED IN THE PRESENCE OF:

________________________________ ___________________________________

ACKNOWLEDGMENT

BEFORE me, a Notary Public for and in , on this date of

, personally appeared:

Name Valid Government Date Issued Place Issued

Issued ID

CRISTINA VELASQUEZ

Known to me and to me known to be the same persons who executed the foregoing Time Charter Agreement
consisting of Nine (9) pages, including the page on which this acknowledgment is written, and who acknowledged
to me that the same is their free and voluntary act and deed and that of the company they represent.
WITNESS MY HAND AND SEAL, on the date and place first above-written.

NOTARY PUBLIC

Doc. No.____;
Page No. ____;
Book No.____;
Series of 2022.