Partnership Agreement

1.

MUNIA Mobilien-Verwaltungs-gesell-schaft mbH with its principal place of business in Grünwald shall be the personally liable and Managing Partner. It shall make no capital contribution and has no interest in the assets of the Fund Company. MUNIA Mobilien-Verwaltungsgesell-schaft mbH is released from the limitations of Section 181 BGB (German Civil Code).

2.

The limited partner capital of the Fund Company amounts to USD 15.5 mil.. The limited partners are MIRAN Grundstücks-Verwaltungsgeselschaft mbH, Grünwald with a capital contribution of USD 11.5 mil. and MC Shipping Inc., Monaco (hereinafter referred to as “MC Shipping”) with a capital contribution of USD 4.0 mil. The mandatory capital contributions of the limited partners are due for payment upon request of the Managing Partner.

Limited partner in trust shall be the TERTIA Verwaltungsgesellschaft GmbH with its principal place of business in Grünwald (hereinafter referred to as “Fiduciary Partner”).

3.

MIRAN Grundstücks-Verwaltungs-gesell-schaft mbH is entitled to split its limited partnership interest and to transfer it in whole or in part to new trustees/limited partners without the consent of the other partners and without the limitations set forth in § 6. The capital contribution of each new limited partner and of each partner participating indirectly by entering into a trust agreement with the Fiduciary Partner must have a minimum amount of USD 20,000.00 or such higher amount which can be divided without balance by 1,000 or, in case of over-subscription, to the allocated smaller amount.

4.

In general, only individual natural persons can become limited partners or trustees of the Fund Company. In individual cases legal entities and partnerships can also be admitted as partners. Any participation of private partnerships, married couples or other organisations or communities is precluded. It is not permitted to acquire or to hold partnership interests as trustee for third parties.

5.

The mandatory capital contributions correspond to the amount of the limited partnership interest. The capital contributions entered into the commercial register in USD as minimum liability amount shall be 10% of the mandatory capital contribution.

6.

The contributions are fixed capital contributions which are entered into a permanent account (Capital Account I) for each partner and which constitute the capital account of the partner. Unless otherwise provided, the Capital Account I is solely decisive for the participation of the partners in the assets, the profits and losses of the Fund Company, as well as for all partnership rights. Unless otherwise provided in this Agreement, the Capital Accounts I can only be amended by a unanimous decision of the partners. As further account for each partner, a variable capital account (Capital Account II) shall be established to enter profits, losses and withdrawals of profits, as well as contributions according to § 6 no. 4 and § 11 and a further Capital Account III in which the repayment of capital contributions will be recorded. The capital accounts shall not bear any interest. They shall be maintained in USD and the recorded amounts shall not be converted to Euro.

7.

All limited partners are obliged to provide the Fund Company with a notarised power of attorney in relation to the commercial register immediately after their accession, which authorises the general partner to undertake all actions in relation to entries in the commercial register for the entire term of the participation. Any costs related thereto shall be borne by the limited partners. The same applies to limited partners subsequently acceding due to legal succession.

1.

The Fiduciary Partner holds and manages its participation in a fiduciary manner for the trustees with whom it has entered into trust agreements. It shall follow the instructions of the trustee. If no instructions of the trustee are available, the Fiduciary Partner shall exercise the partners rights except for the voting rights in the trustee’s best interest.

2.

As between the partners and trustees, the trustees shall be considered and be treated as directly participating partners. This applies in particular to voting rights (cf. § 13), participation in the assets of the company, in profits and losses, settlement amounts and any liquidation funds as well as the exercise of partnership rights and the right to transfer their trustee position to third parties. The provisions of this partnership agreement apply accordingly to trustees even if they are not expressly mentioned.

3.

For its willingness to take up the position as Fiduciary Partner including the actual assumption of the position as Fiduciary Partner, the Fiduciary Partner shall receive from the Fund Company a fixed remuneration in the amount of USD 5,000.00 p.a. inclusive of statutory VAT. The remuneration is payable annually and in arrear on 30.12., the last time, on a pro rata basis, at the time of the liquidation of the Fund Company.

1.

The Fund Company is established for an unlimited period of time.

2.

The financial year shall be the calendar year.

1.

Any transfer, in whole or in part, encumbrance or other disposition of partnership interest shall only be valid with the prior and written consent of the Managing Partner. The consent may only be withheld for important reasons. A transfer of part of the partnership interest is not permitted if this would result in a partnership interest of an amount of less than USD 20,000.00 or of interest not dividable without balance by 1,000. § 3 no. 4 shall apply accordingly.

A disposition which results in the separation of the participation and the enjoyment of rights in the partnership interest, in particular the creation of a usufruct, is not permitted.

In general, the transfer or other disposition of a partnership interest shall only become effective on 1 January following the year of such a transaction.

2.

Any intended transfer, in whole or in part, encumbrance or other disposition shall be notified in due time and in writing to the Managing Partner for the purpose of providing consent.

3.

In the event of any transfer to or other assumption of the position as partner by a third party, irrespective of whether in the course of inheritance or legal succession, all accounts according to § 3 no. 6 shall be continued unchanged and uniformly. In the event of a partial transfer of a partnership interest, accounts will be divided to separate accounts reflecting the portions of the division. It is not possible to transfer or assume individual rights and/or obligations with respect to individual partners accounts separately from the respective partnership interest.

4.

All costs of a transfer in whole or in part, or of an encumbrance as well as an assignment in whole or in part, including in particular the costs of the registration with the commercial register, shall be borne vis-à-vis the Fund Company by the transferring or the encumbering partner and the acquiring party as jointly liable debtors. Furthermore, the transferring/encumbering partner and the acquiring party shall jointly be liable for the costs of the administrative efforts which the Fund Company is charged by its administrator, up to an amount of USD 2,000.00. Upon request of the Managing Partner, the partner immediately has to effect a contribution in the corresponding amount to its capital account (Capital Account II). § 11 shall remain unaffected.

5.

Notwithstanding the aforementioned provisions

(a)

the Fiduciary Partner shall be permitted to transfer its partnership interest at any time in whole or in part to a succeeding fiduciary partner or to its trustees and to assign dividend and withdrawal rights, liquidation and settlement payments it is entitled to as Fiduciary Partner, in each case on a pro rata basis, to its trustees;

(b)

in the event of a withdrawal of a partner pursuant to § 7 of the Partnership Agreement, the Managing Partner shall be authorised to transfer the partnership interest of the withdrawing partner to a third party.

1.

Each partner is entitled to terminate its participation in the Fund Company with effect at the end of 30 June 2013 by registered letter with a notice period of three months, thereafter with the same notice period with effect to the end of any fiscal year. The termination notice shall be addressed to the Fund Company. Receipt of the notice is decisive for compliance with the notice period. The partner giving notice withdraws from the Fund Company with effect of the date for which notice has been properly given. If within six months after receipt of the notice the partners liquidate the partnership, or if the Fund Company is liquidated for mandatory reasons at the time of the withdrawal of the partner giving notice, then the partner giving notice shall participate in the liquidation.

2.

The Managing Partner is entitled and, under release from the restrictions pursuant to § 181 BGB, authorised to exclude a partner from the Fund Company with immediate effect by way of written unilateral declaration, if

(a)

the relevant partner, contrary to his obligations under § 6 no. 4 and § 11, does not immediately compensate the Fund Company for all disadvantages arising from a change of partners following written notice by the Managing Partner;

(b)

the relevant partner is subject to execution measures with respect to the partnership interest or

(c)

any other important reason is present.

The partner ceases to be partner of the Fund Company with receipt of the exclusion declaration or at the declared later time. The exclusion declaration is deemed to be received three days from mailing to the last address advised to the Fund Company in writing.

In the case of execution measures being levied in relation to the partnership interest, the exclusion shall become invalid, if the relevant partner within one month following the receipt of the exclusion declaration proves that the execution measures have been cancelled. Until the expiry of that period, all payments relating to his partnership interest and arising from his position as partner shall be suspended with effect vis-à-vis all partners.

3.

With the institution of insolvency or similar proceedings with regard to the assets of a partner, the partner in question shall retire from the Fund Company without any further act or notice being required by the Fund Company or the partners. The same shall apply if an application for the institution of insolvency or similar proceedings is rejected due to a lack of assets.

4.

In all cases of the retirement or exclusion of a partner, the Fund Company shall continue to exist between the remaining partners. The partnership interest in the company assets of the ceasing partner shall accrue to the remaining partners in relation to their prior participation. The trustees shall participate in this accrual through the Fiduciary Partner. The capital contribution of the Fiduciary Partner shall be reduced in relation to the contribution of a ceasing trustee.

5.

In the cases set forth in no. 2, the Managing Partner shall, at his discretion and under release from the limitations pursuant to § 181 BGB, as an alternative to exclusion also be entitled and authorised to transfer the partnership interest of the partner in question to one or more third parties nominated by the Managing Partner. The transfer shall be effected at the value set out in § 9.

1.

If a partner dies, his participation shall be transferred to his heirs at the time of the heritable succession (subrogation). The Fund Company will be continued with the heirs. The heirs must prove their position by presenting a certificate of probate, the executor by presentation of a certificate of executorship. If foreign documents are presented to the Fund Company in order to prove succession rights or the rights of disposition, the Fund Company shall be entitled to have these documents translated and/or to obtain a “legal opinion”(Rechtsgutachten) concerning the legal effect of the submitted documents at the costs of the person relying on these documents. The Fund Company can waive the right to request a certificate of inheritance or an executor’s certificate, if a notarised copy of a public deed is submitted containing the last will (notary will/inheritance contract), together with the official deed stating its publication. The Fund Company may consider those parties which are set forth as successors or executors as being the entitled parties and may reregister the deceased partner’s interest in the name of these persons, may have these persons dispose over the partnership interest and may in particular make payments to these persons with discharging effect for the partnership.

2.

Until presentation of sufficient proof of inheritance according to no. 1, the voting rights and the other partner rights of the heirs with the exception of the participation in profits and loss shall be suspended. During this time, the Fund Company is entitled to make distributions/withdrawals or other payments with the discharging effect to the last nominated account of the deceased person.

3.

Transfers in compliance with legacies and instructions to apportion the estate as well as in cases of a distribution of a deceased estate shall be made pursuant to § 6. Notwithstanding § 6, the transfer of the partnership interest can be made with effect from the time of the fulfilment of the testamentary disposition and the succession, respectively, without the approval of the Managing Partner. The minimum participation shall not fall short as a result of this.

1.

If a partner retires from the Fund Company due to a termination pursuant to § 7 no. 1, his compensation shall be based on the market value of his partnership interest. Payment of the compensation cannot be requested before the expiration of six months following his retirement. Until payment, the compensation shall bear interest at the then applicable market interest rate.

2.

If a partner retires according to § 7 no. 3 or by way of exclusion pursuant to § 7 no. 2, he shall be entitled to compensation in USD in the amount of the nominal value of his partnership interest as determined on the basis of the final balance of the financial year prior to the year of his retirement/exclusion but taking into consideration the profits accrued as well as amounts withdrawn in the meantime and unsettled cost and tax reimbursement obligations according to § 6 no. 4 and § 11.

The payments to be made by the partner shall be due four weeks upon request by the Fund Company. Amounts payable by the Fund Company shall also be due four weeks upon request by the retiring partner, however, at the earliest twelve months after the retirement of the respective partner.

3.

§ 6 no. 1 and § 11 shall apply accordingly.

4.

The retiring partners are not entitled to request any security for their compensation claims. They may not request indemnification from liabilities of the partnership or from future claims by creditors of the partnership. Notwithstanding this provision, however, the general partner and the Fiduciary Partner may request indemnification from continuing liability for claims against the partnership at the time of their retirement from the partnership.

1.

The Managing Partner is entitled and authorised under release from the limitations pursuant to § 181 BGB to reduce the partnership interest of MC Shipping (Capital Account I) or to exclude MS Shipping from the Fund Company by unilateral written notice with immediate effect, if and to the extent MC Shipping does not comply with its payment obligations under the Opex and Charter Guarantee with the Fund Company within one week upon request by the Fund Company.

2.

The compensation of MC Shipping in case of a reduction of its partnership interest or its exclusion according to no. 1 will be determined on the basis of the market value of the partnership interest. In case no agreement can be reached between the Managing Partner and MC Shipping in respect to the market value, the Managing Partner shall be entitled to instruct Moore Stephens to issue an expert opinion in respect to the fair market value at the costs and expenses of MC Shipping. The fair market value determined by Moore Stephens shall be binding upon the parties.

3.

The Fund Company can set off its claims under the Opex and Charter Guarantee, at its discretion, with either the partnership interest of MC Shipping in the Fund Company on the basis of the fair market value according to no. 2 or with the compensation claim of MC Shipping.

3.

§ 6 no. 4 and § 11 shall apply accordingly. § 7 shall remain unaffected.

1.

Charges of the Fund Company by levies (i.e. taxes, fees, membership dues) and other costs, which result from the acts of a partner or are a result of the person or legal structure of a partner, shall be borne by the respective partner triggering the charge and any successor (with regard to the relevant partnership interest) as jointly liable debtors. Upon request of the Managing Partner, such person has to immediately effect a contribution in the corresponding amount to its variable capital account (Capital Account II).

2.

The obligation to repay levies and costs according to no. 1 in particular includes any trade tax charges of the Fund Company which result from

(a)

that the gained profit of the partner due to the sale or other transfer of its partnership interest having to be considered in the trade income of the Fund Company or any trade tax loss carry forward of the Fund Company can no longer be used;

(b)

that in the course of a liquidation of the Fund Company or the exclusion or retirement of a partner, the trade income of the Fund Company is increased for reasons, which are a result of in the person or the legal structure of one or more partners, or any loss carry forward of the Fund Company for trade tax purposes can no longer be used;

(c)

that a profit for cessation of the business of the Fund Company arises in the course of the liquidation, which increases the trade income of the Fund Company as a result of all or some of the partners are not directly participating natural persons;

(d)

that the income of the Fund Company for trade tax purposes is increased by the fact that the compensation balance/profit of the retiring partner has to be considered in the determination of the trade income of the Fund Company;

(e)

that separate business income arises with a partner and/or a negative supplementary balance sheet has to be prepared for a partner and as a result the income of the Fund Company for trade tax purposes is increased.

3.

The Fund Company has to provide the cost bearing partner with suitable evidence in order to establish its claim for reimbursement. To the extend and as long as the amount of the reimbursement claim cannot be specified, the Fund Company is entitled in the case of a liquidation of the Fund Company and the exclusion of a partner, respectively, to exercise a right of retention in the amount of the approximate reimbursement claim against the claim for distribution of the compensation balance in case of retirement or of the liquidation proceeds in case of liquidation as security for its reimbursement claim against the respective partner. In the case of a transfer or other disposal of a partnership interest, the Managing Partner may request appropriate security for this reimbursement claim of the Fund Company as a condition for its required approval according to § 6 no. 1. As soon as the Fund Company is able to ascertain the amount of its reimbursement claim, in particular after receipt of the respective tax assessment, the final settlement of accounts has to be prepared by the Fund Company without undue delay.

1.