Exhibit 4.12


 


Private & Confidential


 


Dated 20 February 2015


 






 


THIRD SUPPLEMENTAL AGREEMENT


relating to a


loan of (originally) US$40,000,000


 


to


ARTFUL SHIPHOLDING S.A.



and


LONGEVITY MARITIME LIMITED


 


provided by


DVB BANK SE


 





 




    	 



    	 



    

 


Contents


 


	Clause	Page
	 	 	 
	1	Definitions	1
	 	 	 
	2	Agreement of the Bank	3
	 	 	 
	3	Amendments to the Existing Documents	3
	 	 	 
	4	Representations and warranties	6
	 	 	 
	5	Conditions	8
	 	 	 
	6	Relevant Parties’ Confirmation	8
	 	 	 
	7	Expenses	8
	 	 	 
	8	Miscellaneous and notices	9
	 	 	 
	9	Applicable law	10
	 	 	 
	Schedule 1 Documents and evidence required as conditions precedent	11


 




    	 



    	 



    

 


THIS THIRD SUPPLEMENTAL AGREEMENT is
dated on 20 February 2015 and made BETWEEN:


 


		(1)	ARTFUL SHIPHOLDINGS S.A., a corporation incorporated in the Republic of the Marshall Islands
with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960
(the “Artful Borrower”);



 


		(2)	LONGEVITY MARITIME LIMITED, a company incorporated in the Republic of Malta with its registered
office at 18/2 South Street, Valetta, VLT 1102, Republic of Malta (the “Longevity Borrower”; and together with
the Artful Borrower, the “Borrowers”);



 


		(3)	GLOBUS MARITIME LIMITED, a corporation incorporated in the Republic of the Marshall Islands,
with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960
(the “Corporate Guarantor”);



 


		(4)	GLOBUS SHIPMANAGEMENT CORP., a corporation incorporated in the Republic of the Marshall
Islands, with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall
Islands MH96960 (the “Manager”); and



 


		(5)	DVB BANK SE, a banking corporation incorporated and established under the laws of the Federal
Republic of Germany, acting for the purposes of this Agreement through its office at Platz der Republik 6, D-60325 Frankfurt am
Main, Federal Republic of Germany (the “Bank”).



 


WHEREAS:


 


		(A)	this Agreement reflects the terms of an agreement reached in principle between the Bank and the
Borrowers during December 2014;



 


		(B)	this Agreement is supplemental to:



 


		(a)	a facility agreement dated 20 June 2011 (the “Original Agreement”) made between
(1) the Borrowers as joint and several borrowers and (2) the Bank as lender, as amended and supplemented by a supplemental letter
dated 16 November 2011 (the “Supplemental Letter”), a supplemental agreement dated 1 March 2012 (the “First
Supplemental Agreement”) and a supplemental agreement dated 10 April 2013 (the “Second Supplemental Agreement;
and together with the Original Agreement, the Supplemental Letter and the First Supplemental Agreement, the “Principal
Agreement”) whereby the Bank agreed (inter alia) to make available to the Borrowers, upon the terms and conditions therein
contained, a loan of up to $40,000,000; and



 


		(b)	a corporate guarantee dated 20 June 2011 executed by the Corporate Guarantor in favour of the Bank
as amended and supplemented by the First Supplemental Agreement and the Second Supplemental Agreement (together the “Principal
Corporate Guarantee”); and



 


		(C)	this Agreement sets out the terms and conditions upon which the Bank shall, at the request of the
Borrowers and the Corporate Guarantor, provide its consent to certain amendments to the terms and conditions applicable to the
Principal Agreement and/or the Principal Corporate Guarantee.



 


NOW IT IS HEREBY AGREED as follows:


 


		1	 	Definitions



 


		1.1	 	Defined expressions



 


Words and expressions defined in
the Principal Agreement or the Principal Corporate Guarantee shall unless the context otherwise requires or unless otherwise defined
herein, have the same meanings when used in this Agreement.


 




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		1.2	 	Definitions



 


In this Agreement, unless the context
otherwise requires:


 


“Artful Mortgage Amendment”
means a second amendment to the Artful Mortgage executed or (as the context may require) to be executed between the Artful Borrower
and the Bank under the Third Supplemental Agreement in such form as the Bank may require;


 


“Cancellation Date”
means 30 June 2015, or such later date as the Bank may, in its absolute discretion, agree;


 


“Corporate Guarantee”
means the Principal Corporate Guarantee as amended and supplemented by this Agreement;


 


“Effective Date”
means the date, no later than 27 February 2015, on which the Bank has received the documents and evidence specified in clause
5 and Schedule 1 in a form and substance satisfactory to it;


 


“Existing Documents”
means, together, the Principal Agreement and the Principal Corporate Guarantee and “Existing Document” means
either of them;


 


“Government Entity”
means and includes (whether having a distinct legal personality or not) any national or local government authority, board, commission,
department, division, organ, instrumentality, court or agency and any association, organisation or institution of which any of
the foregoing is a member or to whose jurisdiction any of the foregoing is subject or in whose activities any of the foregoing
is a participant;


 


“Indebtedness”
means any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future, actual
or contingent;


 


“Loan Agreement”
means the Principal Agreement as amended and supplemented by this Agreement;


 


“Relevant Documents”
means this Agreement, the Artful Mortgage Amendment and any other document executed by a Relevant Party in connection with this
Agreement; and


 


“Relevant Parties”
means, together, the Borrowers, the Manager and the Corporate Guarantor and “Relevant Party” means each one
of them.


 


		1.3	 	Existing Documents



 


References in:


 


		(i)	the Principal Agreement to “this Agreement”;
and



 


		(ii)	the Principal Corporate Guarantee to “this Guarantee”,



 


shall, with effect
from the Effective Date and unless the context otherwise requires, be references to the Principal Agreement and the Principal Corporate
Guarantee, respectively, as amended by this Agreement and words such as “herein”, “hereof”, “hereunder”,
“hereafter”, “hereby” and “hereto”, where they appear in the Principal Agreement and/or the
Principal Corporate Guarantee shall be construed accordingly.


 


		1.4	 	Headings



 


Clause headings and the table
of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.


 




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		1.5	 	Construction of certain terms



 


In this Agreement, unless the context
otherwise requires:


 


		1.5.1	 	references to clauses and schedules are to be
construed as references to clauses of, and schedules to, this Agreement and references to this Agreement includes its
schedules;



 


		1.5.2	 	references to (or to any specified provision of) this Agreement
or any other document shall be construed as references to this Agreement, that provision or that document as in force for the
time being and as amended in accordance with terms thereof, or, as the case may be, with the agreement of the relevant parties;



 


		1.5.3	 	references to a “regulation” include
any present or future regulation, rule, directive, requirement, request or guideline (whether or not having the force of law)
of any agency, authority, central bank or government department or any self-regulatory or other national or supra-national authority;



 


		1.5.4	 	words importing the plural shall include the singular and
vice versa;



 


		1.5.5	 	references to a time of day are to London time;



 


		1.5.6	 	references to a person shall be construed as references
to an individual, firm, company, corporation, unincorporated body of persons or any Government Entity;



 


		1.5.7	 	references to a “guarantee” include
references to an indemnity or other assurance against financial loss including, without limitation, an obligation to purchase
assets or services as a consequence of a default by any other person to pay any Indebtedness and “guaranteed”
shall be construed accordingly; and



 


		1.5.8	 	references to any enactment shall be deemed to include
references to such enactment as re-enacted, amended or extended.



 


		2	 	Agreement of the Bank



 


The
Bank, relying upon the representations and warranties on the part of the Relevant Parties contained in clause 4 and subject
to the terms and conditions of this Agreement and in particular, but without prejudice to the generality of the foregoing, fulfilment
on or before 27 February 2015 of the conditions contained in clause 5 and Schedule 1,
agrees to the amendments to the Existing Documents on the terms set out in clause 3.


 


		3	 	Amendments to the Existing Documents



 


		3.1	 	Amendments to the Principal Agreement



 


Subject to clause 3.3, the Principal
Agreement shall, with effect on and from the Effective Date, be (and is hereby) amended in accordance with the following provisions
(and the Principal Agreement (as so amended) will continue to be binding upon each of the parties hereto upon such terms as so
amended):


 


		3.1.1	 	by deleting in clause 1.2 of the Principal Agreement the
definitions of “Artful Mortgage”, “LIBOR” and “Security Requirement”
and by inserting in their respective places the following new definitions of “Artful Mortgage”, “LIBOR”
and “Security Requirement”:



 


““Artful Mortgage”
means the first preferred Marshall Islands mortgage of the Artful Ship dated 22 June 2011 executed by the Artful Borrower in favour
of the Bank, as amended by the Artful Mortgage Amendment and the Second Artful Mortgage Amendment;


 


“LIBOR” means,
in relation to any amount and for any period, the offered rate (if any) for deposits of Dollars for such amount and for such period
which is:


 




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		(a)	the London interbank offered rate administered by ICE Benchmark Administration Limited (or if ICE
Benchmark Administration Limited ceases to act in the role of administering and publishing LIBOR rates, the equivalent rate published
by a subsequently appointed administrator of LIBOR) for Dollars for the relevant period displayed on the appropriate page of the
Reuters screen at or about 11:00 a.m. (London time) on the Quotation Date for such period (and if the agreed page is replaced or
service ceases to be available, the Bank may specify another page or service displaying the appropriate rate after consultation
with the Borrower); or



 


		(b)	if on such date no such rate is displayed, the Bank’s offered rate for deposits of Dollars
in an amount approximately equal to the amount in relation to which LIBOR is to be determined for a period equivalent to such period
to prime banks in the London Interbank Market at or about 11:00 a.m. (London time) on the Quotation Date for such period,



 


and if any of the above rates is
below zero (0), LIBOR will be deemed to be zero (0);


 


“Security Requirement”
means the amount in Dollars (as certified by the Bank whose certificate shall, in the absence of manifest error, be conclusive
and binding on the Borrowers) which is at any relevant time:


 


		(a)	during the period commencing on the day of this Agreement and ending on 30 December 2012, one hundred
and twenty per cent (120%) of the Loan minus any amount standing to the credit of the Minimum Liquidity Accounts up to $1,000,000
in aggregate at that time;



 


		(b)	during the period commencing on 31 December 2012 and ending on 31 March 2014, one hundred and seven
per cent (107%) of the Loan minus any amount standing to the credit of the Operating Accounts or, as the case may be, Minimum Liquidity
Accounts up to $1,000,000 in aggregate at that time;



 


		(c)	at all times during the Security Period (other than the periods set out in paragraphs (a) and (b)
above and the Second Revision Period), one hundred and thirty per cent (130%) of the Loan minus any amount standing to the credit
of the Minimum Liquidity Accounts up to $1,000,000 in aggregate at that time; and



 


		(d)	at all times during the Second Revision Period, one hundred and ten per cent (110%) of the Loan
minus any amount standing to the credit of the Minimum Liquidity Accounts up to $1,000,000 in aggregate at that time;”;



 


		3.1.2	 	by inserting in clause 1.2 of the Principal Agreement the
following new definitions of “Cancellation Date”, “Second Artful Mortgage Amendment”, “Second
Revision Period” and “Third Supplemental Agreement” in the correct alphabetical order:



 


““Cancellation Date”
means 30 June 2015, or such later date as the Bank may, in its absolute discretion, agree;


 


“Second Artful Mortgage
Amendment” means a second amendment to the Artful Mortgage executed or (as the context may require) to be executed between
the Artful Borrower and the Bank under the Third Supplemental Agreement in such form as the Bank may require;


 


“Second Revision Period”
means the period commencing on 31 December 2014 and ending on 30 March 2016 (both dates inclusive);


 


“Third
Supplemental Agreement” means the supplemental agreement dated 20 February 2015 made between the Borrowers, the
Manager, the Corporate Guarantor and the Bank supplemental to this Agreement;”;


 


		3.1.3	 	by amending, in the definitions of “Approved Shipbrokers”
and “Bank” in clause 1.2 of the Principal Agreement, the word “Borrower” to read “Borrowers”;



 




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		3.1.4	 	by replacing the words “(as the Borrower may select)”
in clause 4.5.2(a) with the words “(as the Borrowers may select) other than in relation to a prepayment made by the Borrowers
pursuant to clause 8.5, which shall be treated as reducing the repayment instalments of the relevant Advance under clause 4.1
(other than the relevant balloon payment) in direct order of maturity”;



 


		3.1.5	 	by amending in the first line of clause 8.2.2(b) of the
Principal Agreement, the words “the Borrower” to read “a Borrower”;



 


		3.1.6	 	by amending in the third line of clause 8.2.2(c) of the
Principal Agreement, the words “the Borrower” to read “the Borrowers”;



 


		3.1.7	 	by inserting the following new clause 8.5 after clause
8.4 of the Principal Agreement:



 


		“8.5	Prepayment undertaking



 


The Borrowers hereby undertake that
they will, on or prior to the Cancellation Date, prepay (i) an amount of One million seven hundred and sixty thousand dollars ($1,760,000)
in respect of the Artful Advance and (ii) an amount of One million six hundred and sixty five thousand dollars ($1,665,000) in
respect of the Longevity Advance.”; and


 


		3.1.8	 	by deleting the words “or 8.5” in the ninth
line of clause 10.1.2 of the Principal Agreement.



 


		3.2	 	Amendments to the Principal Corporate Guarantee



 


Subject to clause
3.3, the Principal Corporate Guarantee shall with effect on and from the Effective Date, be (and is hereby) amended (and the Principal
Corporate Guarantee (as so amended) will continue to be binding upon each of the parties hereto upon such terms as so amended):


 


		3.2.1	 	by inserting in clause 1.2 of the Principal Corporate Guarantee
the following new definition of “Second Revision Period” in the correct alphabetical order:



 


““Second Revision
Period” means the period commencing on 31 December 2014 and ending on 30 March 2016 (both dates inclusive);”;


 


		3.2.2	 	by deleting clause 5.3.1 of the Principal Corporate Guarantee in its entirety and by inserting
in its place the following new clause 5.3.1:



 


		“5.3.1	Minimum Liquidity



 


the aggregate amount of Cash held
by the Group on a consolidated basis shall:


 


		(a)	at all times during the Security Period (other than the Revision Period and the Second Revision
Period), be not less than the lower of (a) $10,000,000 and (b) $1,000,000 per Fleet Vessel; and



 


		(b)	at all times during the Revision Period and the Second Revision Period, be not less than $5,000,000.”;



 


		3.2.3	 	by deleting clause 5.3.2 of the Principal Corporate Guarantee
in its entirety and by inserting in its place the following new clause 5.3.2:



 


		“5.3.2	Tangible Net Worth



 


the Tangible Net Worth shall:


 


		(a)	at all times during the Security Period (other than the Revision Period and the Second Revision
Period) be not less than $50,000,000; and



 




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		(b)	at all times during the Revision Period and the Second Revision Period, be not less than $20,000,000;
and”;



 


		3.2.4	 	by deleting clause 5.3.3 of the Principal Corporate Guarantee
in its entirety and by inserting in its place the following new clause 5.3.3:



 


		“5.3.3	Leverage



 


the ratio of the Market Value Adjusted
Total Assets minus the Total Liabilities to the Market Value Adjusted Total Assets shall:


 


		(a)	at all times during the Security Period (other than the Revision Period and the Second Revision
Period), be not less than 0.35:1.00; and



 


		(b)	at all times during the Revision Period and the Second Revision Period, be not less than 0.15:1.00.”;
and



 


		3.2.5	 	by inserting in paragraph 3 of Schedule 1 of the Principal
Corporate Guarantee the figure “110%” after the figure “130%”.



 


		3.3	 	Cancellation of Amendments



 


If the Borrowers are in breach
of clause 8.5 of the Loan Agreement, then:


 


		(a)	the amendment in respect of the definition of “Security Requirement” in clause 3.1.1,
the amendment in respect of the definition of “Second Revision Period” in clause 3.1.2 and all the amendments in respect
of the Principal Corporate Guarantee set out in clause 3.2, shall be deemed to have not become effective and the Principal Agreement
and Principal Corporate Guarantee shall, with effect on and from the Cancellation Date, be (and are hereby) amended to read as
if such amendments had not become effective; and



 


		(b)	the Bank shall be entitled to determine, by reference to the terms of the Principal Agreement as
amended pursuant to paragraph (a) above, whether clause 8.2.1 of the Loan Agreement and/or clause 5.3 of the Corporate Guarantee
were satisfied during the period starting on 31 December 2014 and ending on the Cancellation Date on the basis of the wording of
such clauses (and the definition of “Security Requirement”) prior to the Effective Date and, if one or more of these
were not satisfied at any time during such period, to serve a notice to the Borrowers under clause 8.2.1 or, as the case may be,
clause 10.2 of the Loan Agreement at any time after the Cancellation Date.



 


		3.4	 	Continued force and effect



 


Save as amended by this Agreement,
the provisions of each of the Existing Documents and the other Security Documents shall continue in full force and effect and each
of the Existing Documents and this Agreement shall be read and construed as one instrument.


 


		4	 	Representations and warranties



 


		4.1	 	Primary representations and warranties



 


Each of the Relevant Parties represents
and warrants to the Bank that:


 


		4.1.1	 	Existing representations and warranties



 


the representations and warranties
set out in clause 7 of the Original Agreement, clause 4 of the First Supplemental Agreement, clause 4 of the Second Supplemental
Agreement, clause 4 of the Principal Corporate Guarantee and clause 4 of each Manager’s Undertaking were true and correct
on the date of the relevant document and are true and correct, including to the extent that they may have been or shall be amended
by this Agreement, as if made at the date of this Agreement with reference to the facts and circumstances existing at such date;


 




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		4.1.2	 	Corporate power



 


it has power to execute, deliver
and perform its obligations under each Relevant Document to which it is or will become, a party; all necessary corporate, shareholder
and other action has been taken by it to authorise the execution, delivery and performance of each Relevant Document to which it
is or will become, a party;


 


		4.1.3	 	Binding obligations



 


this Agreement and the other Relevant
Documents to which it is, or will become, a party constitute its valid and legally binding obligations enforceable in accordance
with its terms;


 


		4.1.4	 	No conflict with other obligations



 


the execution, delivery and performance
of each Relevant Document to which it is, or will become, a party by such Relevant Party will not (i) contravene any existing law,
statute, rule or regulation or any judgment, decree or permit to which such Relevant Party is subject, (ii) conflict with, or result
in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which such Relevant Party
is subject or by which it or any of its property is bound or (iii) contravene or conflict with any provision of the constitutional
documents of such Relevant Party or (iv) result in the creation or imposition of or oblige such Relevant Party to create any Encumbrance
on any of its undertakings, assets, rights or revenues;


 


		4.1.5	 	No filings required



 


save for the registration of the
Artful Mortgage Amendment through the relevant Registry, it is not necessary to ensure the legality, validity, enforceability or
admissibility in evidence of each Relevant Document to which it is, or will become, a party that it or any other instrument be
notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Relevant Jurisdiction or that
any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or in relation to such Relevant Document
and each Relevant Document to which it is, or will become, a party is in proper form for its enforcement in the courts of each
Relevant Jurisdiction;


 


		4.1.6	 	Choice of law



 


the choice of English law to govern
the Relevant Documents (other than the Artful Mortgage Amendment), the choice of Marshall Islands law to govern the Artful Mortgage
Amendment and the submission by such Relevant Party to the non-exclusive jurisdiction of the English courts are valid and binding;
and


 


		4.1.7	 	Consents obtained



 


every consent, authorisation, licence
or approval of, or registration or declaration to, governmental or public bodies or authorities or courts required by such Relevant
Party in connection with the execution, delivery, validity, enforceability or admissibility in evidence of each Relevant Document
to which it is, or will become, a party or the performance by such Relevant Party of its obligations under each Relevant Document
to which it is, or will become, a party has been obtained or made and is in full force and effect and there has been no default
in the observance of any conditions or restrictions (if any) imposed in, or in connection with, any of the same.


 


		4.2	 	Repetition of representations and warranties



 


Each of the representations and
warranties contained in clause 4.1 of this Agreement and clause 7 of the Principal Agreement, clause 4 of the First Supplemental
Agreement, clause 4 of the Second Supplemental Agreement, clause 4 of the Principal Corporate Guarantee and clause 4 of each Manager’s
Undertaking shall be deemed to be repeated by each Relevant Party (in respect of each document that each is a party to) on the
Effective Date as if made with reference to the facts and circumstances existing on such day.


 




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		5	 	Conditions



 


		5.1	 	Documents and evidence



 


The agreement of the Bank referred
to in clause 2 shall be subject to the receipt by the Bank or its duly authorised representative of the documents and evidence
specified in schedule 1 in form and substance satisfactory to the Bank.


 


		5.2	 	General conditions precedent



 


The agreement of the Bank referred
to in clause 2 shall be further subject to:


 


		5.2.1	 	the representations and warranties in clause 4 being true
and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and



 


		5.2.2	 	no Default having occurred and continuing at the time of
the Effective Date.



 


		5.3	 	Waiver of conditions precedent



 


The conditions specified in this
clause 5 are inserted solely for the benefit of the Bank and may be waived by the Bank in whole or in part with or without conditions.


 


		6	 	Relevant Parties’ Confirmation



 


Each of the Relevant Parties acknowledges
and agrees, for the avoidance of doubt, that:


 


		6.1	 	each of the Security Documents to which it is a party,
and its obligations thereunder, shall remain in full force and effect notwithstanding the amendments made to the Principal Agreement
and the Principal Corporate Guarantee by this Agreement; and



 


		6.2	 	with effect from the Effective Date, references to “the
Agreement” or “the Loan Agreement” or “the Corporate Guarantee” in any of the other Security Documents
to which it is a party shall henceforth be references to the Principal Agreement and the Principal Corporate Guarantee as each
is amended and/or supplemented by this Agreement and as from time to time hereafter amended and/or supplemented and shall also
be deemed to include the obligations of the Borrowers hereunder.



 


		7	 	Expenses



 


		7.1	 	Expenses



 


The Borrowers agree to pay to the
Bank on a full indemnity basis on demand all expenses (including legal and out-of-pocket expenses) incurred by the Bank:


 


		7.1.1	 	in connection with the negotiation, preparation, execution
and, where relevant, registration of the Relevant Documents and of any amendment or extension of, or the granting of any waiver
or consent under, any of the Relevant Documents; and



 


		7.1.2	 	in contemplation of, or otherwise in connection with, the
enforcement of, or preservation of any rights under any of the Relevant Documents or otherwise in respect of the monies owing
and obligations incurred under any of the Relevant Documents,



 


together with interest at the rate
referred to in clause 3.4 of the Principal Agreement from the date on which such expenses were incurred to the date of payment
(as well after as before judgement).


 




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		7.2	 	Value Added Tax



 


All expenses payable pursuant to
this clause 7 shall be paid together with value added tax or any similar tax (if any) properly chargeable thereon.


 


		7.3	 	Stamp and other duties



 


The Borrowers agree to pay to the
Bank on demand all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by the
Bank) imposed on or in connection with any of the Relevant Documents and shall indemnify the Bank against any liability arising
by reason of any delay or omission by the Borrowers to pay such duties or taxes.


 


		8	 	Miscellaneous and notices



 


		8.1	 	Notices



 


Every notice, request, demand or
other communication under this Agreement shall:


 


		8.1.1	 	be in writing, delivered personally or by first-class prepaid
letter (airmail if available) or telefax or other means of telecommunication in permanent written form;



 


		8.1.2	 	be deemed to have been received, in the case of a letter,
when delivered personally or three (3) days after it has been put into the post and, in the case of a facsimile transmission or
other means of telecommunication in permanent written form, at the time of despatch (provided that if the date of despatch is
not a business day in the country of the addressee or, if the time of despatch is after the close of business in the country of
the addressee, it shall be deemed to have been received at the opening of business on the next such business day); and



 


		8.1.3	 	be sent:



 


		(a)	if to the Relevant Parties or any of them:



 


c/o Globus Shipmanagement Corp.


128 Vouliagmenis Avenue


166 74 Glyfada


Greece


 


	Fax No:	+30 210 960 8352
	Attention:	Mr George Karageorgiou


 


		(b)	if to the Bank at:



For credit matters:


 


DVB Bank SE, Frankfurt


Platz der Republik 6


D-60325 Frankfurt am Main


Federal Republic of Germany


 


	Fax No:	+49 69 9750 4526
	Attention:	LAM Frankfurt


 


with a copy to:


 


DVB Bank SE


Representative Office Greece


95 Akti Miaouli


185 38 Piraeus


Greece


 


	Fax No:	+30 210 455 7420
	Attention:	Dry Bulk Group


 




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For Loan Administration Matters:


 


DVB Bank SE


Park House


6th Floor


16-18 Finsbury Circus


London EC2M 7EB


England


 


	Fax No:	+44 207 256 4352
	Attention:	LAM London


 


		8.2	 	Counterparts



 


This Agreement
may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when so executed
and delivered shall be an original but all counterparts shall together constitute one and the same instrument.


 


		8.3	 	Relevant Parties’ obligations



 


Each of the Relevant Parties being
party to this Agreement agrees and consents to be bound by this Agreement notwithstanding that any other Relevant Party which was
intended to sign or be bound may not do so or be effectually bound and notwithstanding that this Agreement may be invalid or unenforceable
against any of the other Relevant Parties whether or not the deficiency is known to the Bank. The Bank shall be at liberty to release
any of the Relevant Parties from this Agreement and to compound with or otherwise vary the liability or to grant time and indulgence
to make other arrangements with any of the Relevant Parties without prejudicing or affecting the rights and remedies of the Bank
against the other Relevant Parties.


 


		9	 	Applicable law



 


		9.1	 	Law



 


This Agreement and any non-contractual
obligations connected with it are governed by, and shall be construed in accordance with, English law.


 


		9.2	 	Submission to jurisdiction



 


Each of the Relevant Parties agrees,
for the benefit of the Bank, that any legal action or proceedings arising out of or in connection with this Agreement (including
any legal action or proceedings arising out of or in connection with any non-contractual obligations connected with it) against
any of its assets may be brought in the English courts. Each of the Relevant Parties irrevocably and unconditionally submits to
the jurisdiction of such courts and irrevocably designates, appoints and empowers Messrs Saville & Co at present of One Carey
Lane, EC2V 8AE, London, England to receive for it and on its behalf, service of process issued out of the English courts in any
such legal action or proceedings. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the
right of the Bank to take proceedings against any of the Relevant Parties in the courts of any other competent jurisdiction nor
shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction,
whether concurrently or not. Each of the Relevant Parties further agrees that only the courts of England and not those of any other
state shall have jurisdiction to determine any claim which any of the Relevant Parties may have against the Bank arising out of
or in connection with this Agreement and/or any non-contractual obligations connected with it.


 


		9.3	 	Contracts (Rights of Third Parties) Act 1999



 


No term of this Agreement is enforceable
under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.


 


IN WITNESS whereof the parties hereto
have caused this Agreement to be duly executed as a deed on the date first above written.


 




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Schedule 1




Documents and evidence required as conditions precedent


 


(referred to in clause 5.1)


 


		1	Corporate authorisations



 


In relation to each of the Relevant
Parties:


 


		(a)	Constitutional documents



 


copies certified by an officer of
each of the Relevant Parties, as a true, complete and up to date copies, of all documents which contain or establish or relate
to the constitution of that party or a secretary's certificate confirming that there have been no changes or amendments to the
constitutional documents certified copies of which were previously delivered to the Bank pursuant to the Principal Agreement;


 


		(b)	Resolutions



 


copies of resolutions of each of
its board of directors and, if required following advice by the Bank’s counsel, its shareholders approving this Agreement
and the other Relevant Documents and the terms and conditions hereof and thereof and authorising the signature, delivery and performance
of each such party's obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the
date of this Agreement) by an officer of such Relevant Party as:


 


		(1)	being true and correct;



 


		(2)	being duly passed at meetings of the directors of such Relevant Party and, as the case may be,
of the shareholders of such Relevant Party each duly convened and held;



 


		(3)	not having been amended, modified or revoked; and



 


		(4)	being in full force and effect,



 


together with originals or certified
copies of any powers of attorney issued by any party pursuant to such resolutions; and


 


		(c)	Certificate of incumbency



 


a list of directors and officers
of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five
(5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;


 


		2	Consents



 


a certificate (dated no earlier
than five (5) Banking Days prior to the date of this Agreement) from an officer of each of the Relevant Parties stating that no
consents, authorisations, licences or approvals are necessary for such Relevant Party to authorise, or are required by each of
the Relevant Parties or any other party (other than the Bank) in connection with, the execution, delivery, and performance of this
Agreement and the other Relevant Documents to which such Relevant Party is or is to be a party;


 


		3	Legal opinions



 


such legal opinions in relation
to the laws of the Republic of Malta and the Republic of the Marshall Islands and any other legal opinions as the Bank shall in
its absolute discretion require;


 




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		4	Artful Mortgage Amendment registration



 


evidence that the Artful Mortgage
Amendment has been registered against the Artful Ship through the relevant Registry under the laws and flag of the relevant Flag
State;


 


		5	Process agent



 


a letter from each Relevant Party's
agent for receipt of service of proceedings accepting its appointment under this Agreement as such Relevant Party’s process
agent; and


 


		6	Other matters



 


such other matters or favourable
opinions as the Bank may require.


 




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	EXECUTED as a DEED	)	 
	by Nikolaos Kalapotharakos	)	/s/ Nikolaos Kalapotharakos
	for and on behalf of	)	 
	ARTFUL SHIPHOLDING S.A.	)	Attorney-in-fact
	in the presence of:	)	 
	 	 	 
	/s/ Emmanouil Chamilothoris	 	 
	Witness	 	 
	Name: Emmanouil Chamilothoris	 	 
	Address:	 	 
	Occupation: Attorney, Norton Rose Fulbright Greece	 	 
	 	 	 
	EXECUTED as a DEED	)	 
	by Nikolaos Kalapotharakos	)	/s/ Nikolaos Kalapotharakos
	for and on behalf of	)	 
	LONGEVITY MARITIME LIMITED	)	Attorney-in-fact
	in the presence of:	)	 
	 	 	 
	/s/ Emmanouil Chamilothoris	 	 
	Witness	 	 
	Name: Emmanouil Chamilothoris	 	 
	Address:	 	 
	Occupation: Attorney, Norton Rose Fulbright Greece	 	 
	 	 	 
	EXECUTED as a DEED	)	 
	by Nikolaos Kalapotharakos	)	/s/ Nikolaos Kalapotharakos
	for and on behalf of	)	 
	GLOBUS MARITIME LIMITED	)	Attorney-in-fact
	in the presence of:	)	 
	 	 	 
	/s/ Emmanouil Chamilothoris	 	 
	Witness	 	 
	Name: Emmanouil Chamilothoris	 	 
	Address:	 	 
	Occupation: Attorney, Norton Rose Fulbright Greece	 	 


 




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	EXECUTED as a DEED	)	 
	by Nikolaos Kalapotharakos	)	/s/ Nikolaos Kalapotharakos
	for and on behalf of	)	 
	GLOBUS SHIPMANAGEMENT CORP.	)	Attorney-in-fact
	in the presence of:	)	 
	 	 	 
	/s/ Emmanouil Chamilothoris	 	 
	Witness	 	 
	Name: Emmanouil Chamilothoris	 	 
	Address:	 	 
	Occupation: Attorney, Norton Rose Fulbright Greece	 	 
	 	 	 
	EXECUTED as a DEED	)	 
	by Emmanouil Chamilothoris	)	/s/ Emmanouil Chamilothoris
	for and on behalf of	)	 
	DVB BANK SE	)	Attorney-in-fact
	in the presence of:	)	 
	 	 	 
	/s/ Pinelopi Anna Miliou	 	 
	Witness	 	 
	Name: Pinelopi Anna Miliou	 	 
	Address:	 	 
	Occupation: Solicitor, Norton Rose Fulbright Greece	 	 


 






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