Exhibit 4.40


 


Dated 25 June 2015


 


POLYARISTI NAVIGATION CO.


EFPLOIAS SHIPPING CO. and


AMORITA DEVELOPMENT INC.


as joint and several Borrowers


 


and


 


BOX SHIPS INC.


as Corporate Guarantor


 


and


 


ROSETTA NAVIGATION CORP. LIMITED


TRITON SHIPPING LIMITED


as Collateral Owners


 


and


 


THE BANKS AND FINANCIAL INSTITUTIONS



listed in Schedule 1


as Lenders


 


and


 


ABN AMRO BANK N.V.


as Agent, Underwriter and as Security Trustee


 


and


 


ABN AMRO BANK N.V. and


HSH NORDBANK AG


as Swap Banks


 


SUPPLEMENTAL AND RELEASE AGREEMENT


relating to a loan facility of


(originally) up to US$100,000,000


 





 




     


     


    

  


Index


 





	Clause	 	Page
	 	 	 
	1	Interpretation	2
	2	Agreement of the Creditor Parties	5
	3	Conditions Precedent	5
	4	Representations and Warranties	7
	5	Amendments to Loan Agreement, Corporate Guarantee, Master Agreements and other Finance Documents	8
	6	Further Assurances	13
	7	Expenses	14
	8	Notices	14
	9	Supplemental	14
	10	Law and Jurisdiction	14
	Execution Pages	15
	Appendix A  Released Finance Documents	19
	Schedule 1  Lenders	20







 




     


     


    

 


THIS SUPPLEMENTAL AND RELEASE AGREEMENT
is made on 25 June 2015


 


BETWEEN:


 


		(1)	POLYARISTI NAVIGATION CO., EFPLOIAS
                                         SHIPPING CO. and AMORITA DEVELOPMENT INC., each a corporation incorporated
                                         in Liberia whose registered office is at 80 Broad Street, Monrovia, Liberia (each a "Borrower"
                                         and, together, the "Borrowers");



 


		(2)	BOX SHIPS INC., a corporation
                                         incorporated in the Republic of the Marshall Islands whose registered office is at Trust
                                         Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, as
                                         Corporate Guarantor;



 


		(3)	ROSETTA NAVIGATION CORP. LIMITED
                                         (“Rosetta”) and TRITON SHIPPING LIMITED (“Triton”),
                                         each a company incorporated in Hong Kong whose registered office is at Suite 801, Singga
                                         Commercial Centre, 144-151, Connaught Road West, Hong Kong as Collateral Owners;



 


		(4)	THE BANKS AND FINANCIAL INSTITUTIONS
                                         listed in Schedule 1, as Lenders;



 


		(5)	ABN AMRO BANK N.V. acting through
                                         its office at 93 Coolsingel, 3012 ae, Rotterdam, The Netherlands, as Agent, First
                                         Swap Bank, Underwriter and Security Trustee; and



 


		(6)	HSH NORDBANK AG acting through
                                         its office at Martensdamm 6, D-24103 Kiel, Federal Republic of Germany as Second Swap
                                         Bank.



 


BACKGROUND


 


		(A)	By a loan agreement dated 6 May 2011
                                         (as amended and restated by two amending and restating agreements dated 9 August 2012
                                         and 9 August 2013, respectively and as further amended and supplemented by a supplemental
                                         agreement dated 25 November2014, the “Loan Agreement”) and made between
                                         (i) the Borrowers as joint and several borrowers, (ii) the Lenders, (iii) ABN Amro Bank
                                         N.V. (as Agent, First Swap Bank, Underwriter and Security Trustee) and (iv) HSH Nordbank
                                         AG (as Second Swap Bank), the Lenders made available to the Borrowers a loan facility
                                         in an amount of (originally) up to US$100,000,000, of which an amount of US$69,200,000
                                         is outstanding by way of principal on the date hereof.



 


		(B)	By an agency and trust deed (the "Agency
                                         and Trust Deed") entered into pursuant to the Loan Agreement, it was agreed
                                         that the Security Trustee would hold the Trust Property on trust for the Lenders and
                                         the First Swap Bank.



 


		(C)	By a master agreement (the "First
                                         Master Agreement") (on the 2002 ISDA Master Agreement together with the schedule
                                         attached thereto (as amended)) dated 6 May 2011 and made between (i) the Borrowers and
                                         (ii) the First Swap Bank, it was agreed that the First Swap Bank would enter into Designated
                                         Transactions with the Borrowers from time to time.



 


		(D)	By a master agreement (the "Second
                                         Master Agreement") (on the 2002 ISDA Master Agreement together with the schedule
                                         attached thereto (as amended)) dated 9 August 2012 and made between (i) the Borrowers
                                         and (ii) the Second Swap Bank, it was agreed that the Second Swap Bank would enter into
                                         Designated Transactions with the Borrowers from time to time.



 


		(E)	By a corporate guarantee dated 6 May
                                         2011 (as amended and supplemented from time to time, the “Corporate Guarantee”)
                                         and made between (i) the Corporate Guarantor and (ii) the Security Trustee, the Corporate
                                         Guarantor has guaranteed the obligations of the Borrowers under the Loan Agreement and
                                         the Master Agreements.



 


		(F)	The Borrowers, the Collateral Owners
                                         and the Corporate Guarantor have requested that the Creditor Parties agree to:



 




     


     


    

  


		(i)	the discharge of the Original Collateral
                                         Mortgage and the release of the Original Collateral Deed of Covenant, the Original Collateral
                                         General Assignment and the Original Collateral Charterparty Assignment and the reassignment
                                         of all rights and interests in respect of all property assigned thereunder in respect
                                         of each Collateral Ship on the relevant Reflagging Date (the “Release and Reassignment”);



 


		(ii)	the deletion of the Collateral
                                         Ships from the Hong Kong flag and the registration of the Collateral Ships under the
                                         laws and flag of the Republic of Liberia on the relevant Reflagging Date (the “Reflagging”);



 


		(iii)	amend the application of the
                                         security cover requirements set out in clause 15.1 of the Loan Agreement (the “Security
                                         Cover Amendments”) during the Third Waiver Period (as defined below);



 


		(iv)	relax certain financial covenants
                                         set out in clause 12.3 (b) and (d) of the Corporate Guarantee (the “Corporate
                                         Guarantee Amendments”) during the Third Waiver Period (as defined below); and



 


		(v)	waive the application of the requirements
                                         under clause 11.20 of the Loan Agreement and clause 11.15 of the Corporate Guarantee
                                         (the “Employment Amendments”) during the Third Waiver Period (as defined
                                         below),



 


together, the
“Request”.


 


		(G)	The Creditor Parties’ consent
                                         to the Request is subject to, inter alia, the following conditions:



 


		(i)	the execution and (where relevant)
                                         registration of the New Collateral Mortgage and the New Collateral General Assignment
                                         in respect of each Collateral Ship on the relevant Reflagging Date; and



 


		(ii)	the increase of the Margin from
                                         3 per cent. per annum to 3.35 per cent. per annum during the Third Waiver Period.



 


		(H)	This Agreement sets out the terms and
                                         conditions on which the Creditor Parties agree, with effect on and from the applicable
                                         Effective Date, to:



 


		(i)	the Request; and



 


		(ii)	the consequential amendment of
                                         the Loan Agreement, the Corporate Guarantee, the other Finance Documents and each Master
                                         Agreement in connection with the Request.



 


IT
IS AGREED as follows:


 


		1	Interpretation



 


		1.1	Defined expressions



 


Words and expressions defined
in the Loan Agreement shall have the same meanings when used in this Agreement (including the recitals) unless the context otherwise
requires.


 


		1.2	Definitions



 


In this Agreement, unless the
contrary intention appears:


 


"Collateral
Ship" means each of the Rosetta Collateral Ship and the Triton Collateral Ship and, in the plural, means both of them;


 




    	 	2	 



     


    

  


“Corporate
Guarantee” means the guarantee (as amended and supplemented from time to time) as referred to in Recital (E);


 


“Effective
Date” means each of the First Effective Date and the Reflagging Effective Dates and, in the plural means all of them;


 


“First
Effective Date” means, in relation to each of the Security Cover Amendments, the Corporate Guarantee Amendments, the
Employment Amendments and the amendments to the Loan Agreement, the Corporate Guarantee, the other Finance Documents and the Master
Agreements set out in Clauses 5.1(a), 5.2 and 5.4(a), (b), (c), (f) and (g), the date on which the Agent confirms to the Borrowers
in writing substantially in the form set out in Schedule 2 that all the conditions precedent in Clause 3.2 have been satisfied;


 


“Intercreditor
Deed Supplemental Letter” means a letter made or to be made between the Collateral Owners, the Security Trustee and
Existing Security Trustee in the Agreed Form amending and supplementing the Intercreditor Deed;


 


“Loan
Agreement” means the loan agreement (as amended, supplemented and/or restated from time to time) as referred to in Recital
(A);


 


"Master Agreements"
means, together, the First Master Agreement and the Second Master Agreement as referred to in Recitals (C) and (D) and , in the
singular, means either of them;


 


“Mortgage
Addendum” means, in relation to each Ship, the third addendum to the Mortgage on that Ship in the Agreed Form and, in
the plural, means all of them;


 


“New
Collateral Finance Documents” means, the New Collateral General Assignments and the New Collateral Mortgages;


 


“New
Collateral General Assignment” means, in relation to a Collateral Ship, a second priority general assignment of the
Earnings, the Insurances and any Requisition Compensation in respect of that Collateral Ship in the Agreed Form and, in the plural,
means both of them;


 


“New
Collateral Mortgage” means, in relation to a Collateral Ship, the second preferred Liberian mortgage on that Ship in
the Agreed Form and in the plural, means both of them;


 


“New Prior Collateral
Finance Documents” means, together, in relation to each Collateral Ship:


 


		(a)	a first preferred Liberian mortgage
                                         over that Collateral Ship; and



 


		(b)	a first priority general assignment
                                         of the Earnings, the Insurances and any Requisition Compensation in respect of that Collateral
                                         Ship,



 


each executed or to be executed
by the Collateral Owner owning that Collateral Ship in favour of the Existing Security Trustee and, in the singular, means any
of them;


 


“Original
Collateral Charterparty Assignment” means, in the case of:


 


		(a)	the Rosetta Collateral Ship, a
                                         second priority assignment of the rights of Rosetta under the Collateral Charter in relation
                                         to the Rosetta Collateral Ship, dated 16 August 2013 and executed by Rosetta in favour
                                         of the Security Trustee; and



 


		(b)	the Triton Collateral Ship, a second
                                         priority assignment of the rights of Triton under the Collateral Charter in relation
                                         to the Triton Collateral Ship, dated 16 August 2013 and executed by Triton in favour
                                         of the Security Trustee,



 




    	 	3	 



     


    

  


and, in the
plural, means both of them;


 


“Original
Collateral Deed of Covenant” means, in relation to a Collateral Ship, a second priority deed of covenant collateral
to the Original Collateral Mortgage on that Collateral Ship dated 16 August 2013 and executed by the Collateral Owner owning that
Collateral Ship in favour of the Security Trustee and, in the plural means both of them;


 


“Original
Collateral General Assignment” means, in relation to a Collateral Ship, a second priority general assignment of the
Earnings, the Insurances and any Requisition Compensation in respect of that Ship dated 16 August 2013 and executed by the Collateral
Owner owning that Collateral Ship in favour of the Security Trustee and, in the plural, means both of them;


 


“Original
Collateral Mortgage” means, in relation to a Collateral Ship, the second priority Hong Kong mortgage on that Collateral
Ship dated 16 August 2013 and executed by the Collateral Owner owning that Collateral Ship in favour of the Security Trustee and,
in the plural, means both of them;


 


“Reflagging
Date” means, in respect of each Collateral Ship, the date on which that Collateral Ship is deleted from the Hong Kong
flag and is registered under the laws and flag of Liberia subject to the terms and conditions in this Agreement;


 


"Reflagging
Effective Date" means each of the Rosetta Effective Date and the Triton Effective Date and, in the plural, means both
of them;


 


“Released
Finance Documents” means the Original Collateral Mortgages, the Original Collateral Deeds of Covenants, the Original
Collateral General Assignments and the Original Collateral Charterparty Assignments;


 


“Rosetta
Collateral Ship” means the 1999-built container vessel of 5,500 TEU (previously named “OOCL CHINA”) currently
registered in the ownership of Rosetta under the Hong Kong flag with the name “BOX CHINA”, which will be registered
in the ownership of Rosetta under the Liberian flag with the same name pursuant to the terms of this Agreement;


 


“Rosetta
Effective Date” means, in relation to the Release and Reassignment and the Reflagging in respect of the Rosetta Collateral
Ship and the relevant amendments to the Loan Agreement, the other Finance Documents and each Master Agreement set out in Clauses
5.1(b), 5.3(a) and 5.4, the date on which the Agent confirms to the Borrowers in writing substantially in the form set out in
Schedule 2 that all the conditions precedent in Clause 3.3 relevant to the Rosetta Collateral Ship have been satisfied;


 


“Third
Waiver Period” means the period commencing 30 June 2015 (inclusive) and ending on 29 June 2016 (inclusive);


 


“Triton
Collateral Ship” means the 1995-built container vessel of 5,500 TEU (previously named “OOCL HONG KONG”)
currently registered in the ownership of Triton under the Hong Kong flag with the name “BOX HONG KONG”, which will
be registered in the ownership of Triton under the Liberian flag with the same name pursuant to the terms of this Agreement; and


 


“Triton
Effective Date” means, in relation to the Release and Reassignment and the Reflagging in respect of the Triton Collateral
Ship and the relevant amendments to the Loan Agreement, the other Finance Documents and each Master Agreement set out in Clauses
5.1(b), 5.3(b) and 5.4, the date on which the Agent confirms to the Borrowers in writing substantially in the form set out in
Schedule 2 that all the conditions precedent in Clause 3.3 relevant to the Triton Collateral Ship have been satisfied.


 




    	 	4	 



     


    

  


		1.3	Application of construction and interpretation
                                         provisions of Loan Agreement



 


Clauses 1.2 and 1.5 of the Loan
Agreement apply, with any necessary modifications, to this Agreement.


 


		2	Agreement of the Creditor Parties



 


		2.1	Agreement of the Creditor Parties



 


The Creditor Parties agree,
subject to and upon the terms and conditions of this Agreement, to:


 


		(a)	the Request, including the release
                                         of each of the Released Finance Documents listed in Appendix A herein in respect of each
                                         Collateral Ship (including the Original Collateral Mortgage, the Original Collateral
                                         Deed of Covenant, the Original Collateral General Assignment and the Original Collateral
                                         Charterparty Assignment in relation to that Collateral Ship) on that Collateral Ship’s
                                         Reflagging Date and the reassignment of all rights and interests in respect of all property
                                         assigned thereunder in respect of that Collateral Ship; and



 


		(b)	the consequential amendment of the
                                         Loan Agreement, the Corporate Guarantee, the Collateral Guarantees, the other Finance
                                         Documents and the Master Agreements as set out in Clause 5.



 


		2.2	Effective Date



 


Subject to Clause 3.1, the agreement
of the Creditor Parties contained in Clause 2.1 shall have effect on and from the applicable Effective Date.


 


		3	Conditions Precedent



 


		3.1	General



 


The agreement
of the Creditor Parties contained in Clause 2.1 in connection with:


 


		(a)	The Security Cover Amendments, the
                                         Corporate Guarantee Amendments and the Employment Amendments, is subject to the fulfilment
                                         of the conditions precedent set out in Clause 3.2; and



 


		(b)	the Release and Reassignment and the
                                         Reflagging in respect of each Collateral Ship, is subject to the fulfilment of the conditions
                                         precedent in relation to that Collateral Ship set out in Clause 3.3.



 


		3.2	Conditions
                                         precedent to First Effective Date



 


The conditions referred to in
Clause 3.1(a) are that the Agent shall have received the following documents and evidence in all respects in form and substance
satisfactory to the Agent and its lawyers on or before the date of this Agreement:


 


		(a)	documents of the kind specified in
                                         paragraphs 2, 3, 4 and 5 of Schedule 3, Part A to the Loan Agreement in respect of each
                                         Borrower, each Collateral Owner and the Corporate Guarantor with appropriate modifications
                                         to refer to this Agreement, the Mortgage Addenda, the Intercreditor Deed Supplemental
                                         Letter and the New Collateral Finance Documents (as applicable);



 


		(b)	an original of this Agreement duly
                                         executed by the parties to it and acknowledged by the Approved Manager;



 




    	 	5	 



     


    

  


		(c)	an original of the Intercreditor Deed
                                         Supplemental Letter duly executed by the parties thereto;



 


		(d)	an original of each Mortgage Addendum
                                         duly executed by the parties thereto and evidence satisfactory to the Agent and its lawyers
                                         that the same has been registered as a valid third addendum to the relevant Collateral
                                         Mortgage in accordance with the laws of the Republic of Liberia;



 


		(e)	favourable legal opinions from lawyers
                                         appointed by the Agent on such matters concerning the laws of Hong Kong, Liberia, the
                                         Marshall Islands and such other relevant jurisdictions as the Agent may require;



 


		(f)	documentary evidence that the process
                                         agent referred to in clause 31.4 of the Loan Agreement has accepted its appointment as
                                         agent for service of process in relation to any proceedings before the English courts
                                         in connection with this Agreement and the Intercreditor Deed Supplemental Letter;



 


		(g)	any further opinions, consents, agreements
                                         and documents in connection with this Agreement, the Mortgage Addenda, the Intercreditor
                                         Deed Supplemental Letter and the New Collateral Finance Documents which the Agent may
                                         request by notice to the Borrowers prior to the first Effective Date; and



 


		(h)	certified copies of all documents (with
                                         a certified translation if an original is not in English) evidencing any other necessary
                                         action, approvals or consents with respect to this Agreement, the Mortgage Addenda, the
                                         Intercreditor Deed Supplemental Letter and the New Collateral Finance Documents (including
                                         without limitation) all necessary governmental and other official approvals and consents
                                         in such pertinent jurisdictions as the Agent deems appropriate.



 


		3.3	Conditions precedent to Reflagging
                                         Effective Dates



 


The conditions referred to in
Clause 3.1(b) are that the Agent shall have received in respect of the relevant Collateral Ship to be reflagged (the “Relevant
Collateral Ship”) the following documents and evidence in all respects in form and substance satisfactory to the Agent
and its lawyers on or before the Reflagging Effective Date in respect of the Relevant Collateral Ship:


 


		(a)	evidence that the conditions precedent
                                         set out in Clause 3.2 have been satisfied;



 


		(b)	release and discharge of the Original
                                         Collateral Mortgage in respect of the Relevant Collateral Ship;



 


		(c)	an original of the New Collateral Mortgage
                                         and the New Collateral General Assignment in respect of the Relevant Collateral Ship
                                         duly executed by the relevant Collateral Owner in favour of the Security Trustee;



 


		(d)	evidence that:



 


		(i)	the Relevant Collateral Ship is
                                         registered in the ownership of the relevant Collateral Owner under the Liberian flag;



 


		(ii)	the Relevant Collateral Ship is
                                         in the absolute and unencumbered ownership of the relevant Collateral Owner save as contemplated
                                         by the New Prior Collateral Finance Documents and the New Collateral Finance Documents
                                         to which that Collateral Owner is a party;



 




    	 	6	 



     


    

  


		(iii)	the Relevant Collateral Ship
                                         maintains the highest class free of overdue recommendations and conditions, with a classification
                                         society which is a member of IACS and acceptable to the Agent;



 


		(iv)	the New Collateral Mortgage has
                                         been duly registered against the Relevant Collateral Ship as a valid second preferred
                                         Liberian mortgage in accordance with the laws of Liberia; and



 


		(v)	the Relevant Collateral Ship is
                                         insured in accordance with the provisions of the Existing Loan Agreement and the requirements
                                         therein in respect of insurances have been complied with;



 


		(e)	a favourable opinion from an independent
                                         insurance consultant acceptable to the Agent on such matters relating to the insurances
                                         for the Relevant Collateral Ship as the Agent may require;



 


		(f)	copies, certified as true, accurate
                                         and complete by a director or the secretary (or equivalent officer of the relevant Borrower),
                                         of the Approved Manager’s current Document of Compliance and of the Relevant Collateral
                                         Ship’s Safety Management Certificate (together with any other details of the applicable
                                         safety management system which the Agent requires) and ISSC;



 


		(g)	favourable opinions from lawyers appointed
                                         by the Agent on such matters concerning the laws of Hong Kong, the Marshall Islands and
                                         Liberia and such other relevant jurisdictions as the Agent may require; and



 


		(h)	documentary evidence that the agent
                                         for service of process named in clause 31.4 of the Loan Agreement has accepted its appointment
                                         as agent for service of process in relation to any proceedings before the English courts
                                         in connection with the New Collateral General Assignment in respect of the Relevant Collateral
                                         Ship.



 


		3.4	Waiver of conditions precedent
                                         



 


If the Majority
Lenders, at their discretion, permit (i) the Security Cover Amendments, the Corporate Guarantee Amendments and the Employment
Amendments to take place before certain of the conditions referred to in Clause 3.2 are satisfied or (ii) the Release and Reassignment
and the Reflagging in respect of a Collateral Ship to take place before certain of the relevant conditions referred to in Clause
3.3 are satisfied, the Borrowers shall, in each case, ensure that those conditions are satisfied within a maximum 5 Business Days
after the date of the relevant Effective Date.


 


		4	Representations and Warranties



 


		4.1	Repetition of Loan Agreement representations
                                         and warranties



 


Each Borrower represents and
warrants to the Agent that the representations and warranties in clause 10 of the Loan Agreement, as amended by this Agreement
and updated with appropriate modifications to refer to this Agreement and, where appropriate, the Mortgage Addenda and the New
Collateral Finance Documents, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances
now existing.


 





 




    	 	7	 



     


    

 


		4.2	Repetition of Corporate Guarantee
                                         and Collateral Guarantee representations and warranties



 


The Corporate Guarantor and
each Collateral Owner represents and warrants to the Agent that the representations and warranties in clause 10 of the Corporate
Guarantee and clause 10 of the relevant Collateral Guarantee respectively, as amended by this Agreement and updated with appropriate
modifications to refer to this Agreement and, where appropriate, the Mortgage Addenda and the New Collateral Finance Documents
which is being amended by this Agreement, remain true and not misleading if repeated on the date of this Agreement with reference
to the circumstances now existing.


 


		5	Amendments to Loan Agreement, Corporate
                                         Guarantee, Master Agreements and other Finance Documents



 


		5.1	Specific amendments to Loan Agreement



 


		(a)	With effect on and from the First Effective
                                         Date, the Loan Agreement shall be, and shall be deemed by this Agreement to be, amended
                                         as follows:



 


		(i)	the following definition shall
                                         be included in clause 1.1 thereof:



 


““Third Waiver
Period” means the period commencing on 30 June 2015 (inclusive) and ending on 29 June 2016 (inclusive);”;


 


		(ii)	by adding the words “, the
                                         Hong Kong flag” after the words “Liberian flag” in the definition of
                                         “Approved Flag” in clause 1.1 thereof;



 


		(iii)	by adding the words “,
                                         Hong Kong” after the words “the Republic of Liberia” in the definition
                                         of “Approved Flag State” in clause 1.1 thereof;



 


		(iv)	by deleting the definition of
                                         “Collateral Charter” in clause 1.1 thereof in its entirety and replacing
                                         it with the following new definition:



 


““Collateral
Charter” means, in relation to a Collateral Ship, any time charterparty in respect of that Collateral Ship having a
duration of at least 12 consecutive months or any bareboat charterparty in respect of that Collateral Ship (such charters to be
entered into with the prior consent of the Agent (acting with the authorisation of the Majority Lenders));”;


 


		(v)	by deleting the definition of “Collateral
                                         Charterer” in clause 1.1 thereof in its entirety;



 


		(vi)	by deleting the definition of
                                         “Collateral Mortgage” in clause 1.1 thereof in its entirety and replacing
                                         it with the following new definition:



 


““Collateral
Mortgage” means, in respect of each Collateral Ship, a second priority or, as the case may be, preferred ship mortgage
on that Collateral Ship and, if required by the laws of the relevant Approved Flag State, a deed of covenant collateral thereto,
made in favour of the Security Trustee in the Agreed Form and, in the plural means all of them;”;


 


		(vii)	by deleting the definition of
                                         “Margin” in clause 1.1 thereof in its entirety and replacing it with the
                                         following new definition:



 


““Margin”
means:


 


		(a)	during the Waiver Period, the
                                         Second Waiver Period and the Third Waiver Period, 3.35 per cent. per annum; and



 


		(b)	at all other times, 3 per cent.
                                         per annum;”;



 


		(viii)	by deleting the definitions
                                         of “OOCL CHINA” and “OOCL HONG KONG” in clause 1.1 thereof in
                                         their entirety and replacing them with the following new definitions respectively:



 




    	 	8	 



     


    

 


 


““Rosetta
Collateral Ship” means the 1996-built container vessel of 5,500 TEU registered in the ownership of Rosetta under an
Approved Flag with the name “BOX CHINA”;”; and


 


““Triton
Collateral Ship” means the 1995-built container vessel of 5,500 TEU registered in the ownership of Triton under an Approved
Flag with the name “BOX HONG KONG”;”;


 


		(ix)	by deleting paragraph (a) in the
                                         definition of “Prior Finance Documents” in clause 1.1 thereof and replacing
                                         it with the following new paragraph (a):



  





		“(a)	a first priority or,
                                         as the case may be, preferred ship mortgage on each Collateral Ship and, if required
                                         by the laws of the relevant Approved Flag State, a deed of covenant collateral thereto;”;








 


		(x)	by including the words “and
                                         the Third Waiver Period” after the words “other than during the Second Waiver
                                         Period” in clause 11.20 thereof;



 


		(xi)	by including the words “and
                                         the Third Waiver Period” after the words “during the Waiver Period”
                                         in paragraph (a) of the definition of “Relevant Percentage” in clause 15.1
                                         thereof;



 


		(xii)	by construing references throughout
                                         to “OOCL CHINA” and “OOCL HONG KONG” as if the same referred
                                         to “the Rosetta Collateral Ship” and “the Triton Collateral Ship”
                                         respectively;



 


		(xiii)	by construing references throughout
                                         to “OOCL CHINA” and “OOCL HONG KONG” as the name of the Rosetta
                                         Collateral Ship and the Triton Collateral Ship respectively as if the same referred to
                                         “BOX CHINA” and “BOX HONG KONG” respectively;



 


		(xiv)	the definition of, and references
                                         throughout to, the Mortgage on each of the Ships shall be construed as if the same referred
                                         to that Mortgage as amended and supplemented by the relevant Mortgage Addendum;



 


		(xv)	the definition of, and references
                                         throughout to, the Intercreditor Deed shall be construed as if the same referred to the
                                         Intercreditor Deed as amended and supplemented by the Intercreditor Deed Supplemental
                                         Letter;



 


		(xvi)	the definition of, and references
                                         throughout to, each Finance Document and each Master Agreement shall be construed as
                                         if the same referred to that Finance Document and that Master Agreement as amended and
                                         supplemented by this Agreement; and



 


		(xvii)	by construing references throughout
                                         to "this Agreement", "hereunder" and other like expressions as if
                                         the same referred to the Loan Agreement as amended and supplemented by this Agreement;
                                         and



 


		(b)	With effect on and from the relevant
                                         Reflagging Effective Date in respect of a Collateral Ship, the Loan Agreement shall be,
                                         and shall be deemed by this Agreement to be, further amended as follows:



 


		(i)	in respect of the Rosetta Effective
                                         Date only, all references throughout to:



 


		(A)	the flag of the Rosetta Collateral
                                         Ship as being references to the Liberian flag;



 


		(B)	the Collateral Mortgage in respect
                                         of the Rosetta Collateral Ship as being references to a second preferred Liberian mortgage;



 




    	 	9	 



     


    

  


		(C)	the mortgage on the Rosetta Collateral
                                         Ship referred to in paragraph (a) of the definition of “Prior Finance Documents”
                                         in clause 1.1 thereof as being references to a first preferred Liberian mortgage;



 


		(ii)	in respect of the Triton Effective
                                         Date only, all references throughout to:



 


		(A)	the flag of the Triton Collateral
                                         Ship as being references to the Liberian flag;



 


		(B)	the Collateral Mortgage in respect
                                         of the Triton Collateral Ship as being references to a second preferred Liberian mortgage;
                                         and



 


		(C)	the mortgage on the Triton Collateral
                                         Ship referred to in paragraph (a) of the definition of “Prior Finance Documents”
                                         in clause 1.1 thereof as being references to a first preferred Liberian mortgage;



 


		(iii)	the definition of, and references
                                         throughout to, each Finance Document and each Master Agreement shall be construed as
                                         if the same referred to that Finance Document and that Master Agreement as amended and
                                         supplemented by this Agreement; and



 


		(iv)	by construing references throughout
                                         to "this Agreement", "hereunder" and other like expressions as if
                                         the same referred to the Loan Agreement as amended and supplemented by this Agreement.



 


		5.2	Specific amendments to Corporate Guarantee



 


With effect
on and from the First Effective Date, the Corporate Guarantee shall be, and shall be deemed by this Agreement to be, amended as
follows:


 


		(a)	the following definition shall be included
                                         in clause 1.2 of the Corporate Guarantee in the requisite alphabetical order:



 


““Third Waiver
Period” means the period commencing on 30 June 2015 (inclusive) and ending on 29 June 2016 (inclusive);”;


 


		(b)	by including the words “(other
                                         than during the Second Waiver Period and the Third Waiver Period)” after the words
                                         “The Guarantor shall ensure that throughout the Security Period” in clause
                                         11.15 thereof;



 


		(c)	clause 12.2(a) of the Corporate Guarantee
                                         shall be deleted and replaced as follows:



 


		“(a)	pay any dividend or make
                                         any other form of distribution or effect any form of redemption, purchase or return of
                                         share capital (each a “Distribution”) if an Event of Default has occurred
                                         and has not been remedied or an Event of Default will result from the payment of a dividend
                                         or the making of any other form of Distribution Provided that the Guarantor may
                                         only pay dividends or make any other form of Distribution in each financial quarter in
                                         an amount of up to, during the Waiver Period, $0.15 and, during the Second Waiver Period
                                         and the Third Waiver Period, $0.05 per common share outstanding; or”;



 


		(d)	clause 12.3(b) of the Corporate Guarantee
                                         shall be deleted and replaced as follows:



 


		“(b)	the Market Value Adjusted
                                         Net Worth of the Group shall not be less than:



 


		(i)	$50,000,000 during the Second
                                         Waiver Period;



 


		(ii)	$60,000,000 during the Third
                                         Waiver Period; and



 




    	 	10	 



     


    

  


		(iii)	$100,000,000 at all other
                                         times;”;



 


		(e)	clause 12.3(d) of the Corporate Guarantee
                                         shall be deleted and replaced as follows:



 


		“(d)	the Leverage Ratio shall
                                         not exceed:



 


		(i)	during the Waiver Period and
                                         the Second Wavier Period, 0.85:1;



 


		(ii)	during the Third Waiver Period,
                                         0.80:1; and



 


		(ii)	at all other times, 0.65:1.”;
                                         and



 


		(f)	by construing references throughout
                                         to "this Guarantee”, “this Agreement", "hereunder" and
                                         other like expressions as if the same referred to the Corporate Guarantee as amended
                                         and supplemented by this Agreement.



 


		5.3	Specific amendments to Collateral Guarantees



 


		(a)	With effect on and from the Rosetta
                                         Effective Date, the Collateral Guarantee executed by Rosetta shall be, and shall be deemed
                                         by this Agreement to be, amended as follows:



 


		(i)	by deleting the words “second
                                         priority Hong Kong mortgage and second priority deed of covenant collateral thereto”
                                         in paragraph (ii) of Recital (E) thereof and replacing them with the words “second
                                         preferred Liberian mortgage”;



 


		(ii)	by deleting the words “Hong
                                         Kong flag with the name “OOCL CHINA”” in the definition of “Collateral
                                         Ship” in clause 1.2 thereof and replacing them with the words “Liberian flag
                                         with the name “BOX CHINA””;



 


		(iii)	by deleting the words “first
                                         priority Hong Kong mortgage and deed of covenant collateral thereto on the Collateral
                                         Ship dated 5 July 2012 and” in paragraph (c) of the definition of “Prior
                                         Finance Documents” in clause 1.2 thereof and replacing them with the words “first
                                         preferred Liberian mortgage on the Collateral Ship executed or to be”;



 


		(iv)	by deleting the words “dated
                                         5 July 2015 and” in each of paragraphs (d) and (e) of the definition of “Prior
                                         Finance Documents” in clause 1.2 thereof and replacing them with the words “executed
                                         or to be”; and



 


		(v)	by deleting the words “Hong
                                         Kong” in paragraph (a) of clause 10.4 thereof and replacing them with the word
                                         “Liberian”.



 


		(b)	With effect on and from the Triton
                                         Effective Date, the Collateral Guarantee executed by Triton shall be, and shall be deemed
                                         by this Agreement to be, amended as follows:



 


		(i)	by deleting the words “second
                                         priority Hong Kong mortgage and second priority deed of covenant collateral thereto”
                                         in paragraph (ii) of Recital (E) thereof and replacing them with the words “second
                                         preferred Liberian mortgage”;



 


		(ii)	by deleting the words “Hong
                                         Kong flag with the name “OOCL HONG KONG”” in the definition of “Collateral
                                         Ship” in clause 1.2 thereof and replacing them with the words “Liberian flag
                                         with the name “BOX HONG KONG””;



 


		(iii)	by deleting the words “first
                                         priority Hong Kong mortgage and deed of covenant collateral thereto on the Collateral
                                         Ship dated 5 July 2012 and” in paragraph (c) of the definition of “Prior
                                         Finance Documents” in clause 1.2 thereof and replacing them with the words “first
                                         preferred Liberian mortgage on the Collateral Ship executed or to be”;



 




    	 	11	 



     


    

  


		(iv)	by deleting the words “dated
                                         5 July 2015 and” in each of paragraphs (d) and (e) of the definition of “Prior
                                         Finance Documents” in clause 1.2 thereof and replacing them with the words “executed
                                         or to be”; and



 


		(v)	by deleting the words “Hong
                                         Kong” in paragraph (a) of clause 10.4 thereof and replacing them with the word
                                         “Liberian”;



 


		5.4	Amendments to Finance Documents and
                                         Master Agreements



 


With effect
on and from the First Effective Date and the relevant Reflagging Date, the Master Agreements and the Finance Documents (other
than the Loan Agreement) shall be, and shall be deemed by this Agreement to be, amended as follows:


 


		(a)	by construing references throughout
                                         each of the Finance Documents and the Master Agreements to “OOCL CHINA” and
                                         “OOCL HONG KONG” as the name of the Rosetta Collateral Ship and the Triton
                                         Collateral Ship respectively as if the same referred to “BOX CHINA” and “BOX
                                         HONG KONG” respectively;



 


		(b)	the definition of, and references throughout
                                         to, the Mortgage on each of the Ships shall be construed as if the same referred to that
                                         Mortgage as amended and supplemented by the relevant Mortgage Addendum;



 


		(c)	the definition of, and references throughout
                                         each of the Finance Documents and the Master Agreements to, the Intercreditor Deed shall
                                         be construed as if the same referred to the Intercreditor Deed as amended and supplemented
                                         by the Intercreditor Deed Supplemental Letter;



 


		(d)	on the Rosetta Effective Date only,
                                         all references throughout each of the Finance Documents and the Master Agreements to:



 


		(i)	the flag of the Rosetta Collateral
                                         Ship shall be construed as being references to the Liberian flag; and



 


		(ii)	the Collateral Mortgage in respect
                                         of the Rosetta Collateral Ship shall be construed as being references to a second preferred
                                         Liberian mortgage;



 


		(e)	on the Triton Effective Date only,
                                         all references throughout each of the Finance Documents and the Master Agreements to:



 


		(i)	the flag of the Triton Collateral
                                         Ship shall be construed as being references to the Liberian flag; and



 


		(ii)	the Collateral Mortgage in respect
                                         of the Triton Collateral Ship shall be construed as being references to a second preferred
                                         Liberian mortgage;



 


		(f)	the definition of, and references throughout
                                         each of the Finance Documents and the Master Agreements to, the Loan Agreement, the Corporate
                                         Guarantee, the Collateral Guarantees, any of the other Finance Documents and the Master
                                         Agreements shall be construed as if the same referred to the Loan Agreement, the Corporate
                                         Guarantee, the Collateral Guarantees, those other Finance Documents and the Master Agreements
                                         as amended and supplemented by this Agreement; and



 


		(g)	by construing references throughout
                                         each of the Finance Documents and the Master Agreements to "this Agreement",
                                         "this Deed", “hereunder” and other like expressions as if the same
                                         referred to such Finance Documents or Master Agreement as amended and supplemented by
                                         this Agreement.



 




    	 	12	 



     


    

  


		5.5	Finance Documents and Master Agreements
                                         to remain in full force and effect



 


The Loan Agreement, all other
Finance Documents and the Master Agreements shall remain in full force and effect as amended and supplemented by:


 


		(a)	the amendments to the Loan Agreement,
                                         the other Finance Documents and the Master Agreements contained or referred to in Clauses
                                         5.1, 5.2, 5.3 and 5.4, the Intercreditor Deed Supplemental Letter and the Mortgage Addenda;
                                         and



 


		(b)	such further or consequential modifications
                                         as may be necessary to give full effect to the terms of this Agreement.



 


		5.6	On the relevant Reflagging Effective
                                         Date in respect of each Collateral Ship, the Security Trustee shall deliver to the Borrowers
                                         (i) evidence that the relevant Original Collateral Mortgage in respect of that Collateral
                                         Ship has been discharged and (ii) executed notices of reassignment of any Insurances
                                         and (if applicable) Earnings in relation to that Collateral Ship.



 


		6	Further Assurances



 


		6.1	Borrowers’ and Corporate Guarantor’s
                                         obligations to execute further documents etc.



 


Each Borrower and the Corporate
Guarantor shall:


 


		(a)	execute and deliver to the Agent (or
                                         as it may direct) any assignment, mortgage, power of attorney, proxy or other document,
                                         governed by the law of England or such other country as the Agent may, in any particular
                                         case, specify; and



 


		(b)	effect any registration or notarisation,
                                         give any notice or take any other step;



 


which the Agent may, by notice
to the Borrowers or the Corporate Guarantor, specify for any of the purposes described in Clause 6.2  or for any similar
or related purpose.


 


		6.2	Purposes of further assurances



 


Those purposes are:


 


		(a)	validly and effectively to create any
                                         Security Interest or right of any kind which the Agent intended should be created by
                                         or pursuant to the Loan Agreement or any other Finance Document, each as amended and
                                         supplemented by this Agreement; and



 


		(b)	implementing the terms and provisions
                                         of this Agreement.



 


		6.3	Terms of further assurances



 


The Agent may specify the terms
of any document to be executed by the Borrowers or, as the case may be, the Corporate Guarantor under Clause 6.1, and those terms
may include any covenants, powers and provisions which the Agent considers appropriate to protect its interests.


 


		6.4	Obligation to comply with notice



 


The Borrowers and the Corporate
Guarantor shall comply with a notice under Clause 6.1 by the date specified in the notice.


 




    	 	13	 



     


    

 


		6.5	Additional corporate action



 


At the same time as the Borrowers
or the Corporate Guarantor deliver to the Agent any document executed under Clause 6.1(a), the Borrowers and the Corporate Guarantor
shall also deliver to the Agent a certificate signed by 2 of the directors or, if applicable, the sole director of each Borrower
or, in the case of the Corporate Guarantor, an officer of the Corporate Guarantor, which shall:


 


		(a)	set out the text of a resolution of
                                         that Borrower's or the Corporate Guarantor’s director specifically authorising
                                         the execution of the document specified by the Agent unless the execution of the relevant
                                         document is authorised by the existing resolutions and general power of attorney of that
                                         Borrower or, as the case maybe, the Corporate Guarantor; and



 


		(b)	state that either the resolution was
                                         duly passed by the sole director validly convened and held throughout and is valid under
                                         that Borrower's or the Corporate Guarantor’s, as the case may be, articles of association
                                         or other constitutional documents.



 


		7	Expenses



 


		7.1	Expenses



 


The provisions of clause 20
(Fees and Expenses) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if
they were expressly incorporated in this Agreement with any necessary modifications.


 


		8	Notices



 


The provisions of clause 28
(Notices) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were
expressly incorporated in this Agreement with any necessary modifications.


 


		9	Supplemental



 


		9.1	Counterparts



 


This Agreement may be executed
in any number of counterparts.


 


		9.2	Third party rights



 


A person who is not a party
to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any
term of this Agreement.


 


		10	Law and Jurisdiction



 


		10.1	Governing law



 


This Agreement and any non-contractual
obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.


 


		10.2	Incorporation of the Loan Agreement
                                         provisions



 


The provisions of clause 31
(Law and Jurisdiction) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as
if they were expressly incorporated in this Agreement with any necessary modifications.


 


THIS SUPPLEMENTAL AND RELEASE AGREEMENT
has been duly executed and delivered as a Deed on the date stated at the beginning of this Agreement.


 




    	 	14	 



     


    

 


Execution
Pages


 


	BORROWERS	 	 
	 	 	 
	EXECUTED as a DEED	)	 
	by POLYARISTI NAVIGATION CO.	)	 
	acting by	)	 
	its duly authorised attorney-in-fact	)	 
	in the presence of:	)	 
	 	 	 
	EXECUTED as a DEED	)	 
	by EFPLOIAS SHIPPING CO.	)	 
	acting by	)	 
	its duly authorised attorney-in-fact	)	 
	in the presence of:	)	 
	 	 	 
	EXECUTED as a DEED	)	 
	by AMORITA DEVELOPMENT INC.	)	 
	acting by	)	 
	its duly authorised attorney-in-fact	)	 
	in the presence of:	)	 
	 	 	 
	CORPORATE GUARANTOR	 	 
	 	 	 
	EXECUTED as a DEED	)	 
	by BOX SHIPS INC.	)	 
	acting by	)	 
	its duly authorised attorney-in-fact	)	 
	in the presence of:	)	 


 




    	 	15	 



     


    

  





	COLLATERAL OWNERS	 	
	 	 
	EXECUTED AND DELIVERED as a DEED	)
	by ROSETTA NAVIGATION CORP. LIMITED	)
	acting by its attorney-in-fact	)	 
	 	)	 
	expressly authorised in accordance	)	 
	with the laws of Hong Kong	)	 
	by virtue of a power of attorney granted by	)	 
	ROSETTA NAVIGATION CORP. LIMITED	)	 
	on 12 June 2015	)	 
	such execution being witnessed by:	)	 
	 	)	 
	 	)	 
	Signature of witness:	)	 
	 	 	 
	EXECUTED AND DELIVERED as a DEED	)	
	by TRITON SHIPPING LIMITED	)
	acting by its attorney-in-fact	)
	 	)	 
	expressly authorised in accordance	)	 
	with the laws of Hong Kong	)	 
	by virtue of a power of attorney granted by	)	 
	TRITON SHIPPING LIMITED	)	 
	on 12 June 2015	)	 
	such execution being witnessed by:	)	 
	 	)	 
	 	)	 
	Signature of witness:	)	 
	 	 	 
	LENDERS	 	 
	 	 	 
	EXECUTED as a DEED	)	 
	by ABN AMRO BANK N.V.	)	 
	acting by	)	 
	its duly authorised attorney-in-fact	)	 
	in the presence of:	)	 
	 	 	 
	EXECUTED as a DEED	)	 
	by HSH NORDBANK AG	)	 
	acting by	)	 
	its duly authorised attorney-in-fact	)	 
	in the presence of:	)	 













 




    	 	16	 



     


    

  


	EXECUTED as a DEED	)	 
	by ITF INTERNATIONAL TRANSPORT	)	 
	FINANCE SUISSE AG	)	 
	acting by	)	 
	its duly authorised attorney-in-fact	)	 
	in the presence of:	)	 
	 	 	 
	AGENT	 	 
	 	 	 
	EXECUTED as a DEED	)	 
	by ABN AMRO BANK N.V.	)	 
	acting by	)	 
	its duly authorised attorney-in-fact	)	 
	in the presence of:	)	 
	 	 	 
	SECURITY TRUSTEE	 	 
	 	 	 
	EXECUTED as a DEED	)	 
	by ABN AMRO BANK N.V.	)	 
	acting by	)	 
	its duly authorised attorney-in-fact	)	 
	in the presence of:	)	 
	 	 	 
	UNDERWRITER	 	 
	 	 	 
	EXECUTED as a DEED	)	 
	by ABN AMRO BANK N.V.	)	 
	acting by	)	 
	its duly authorised attorney-in-fact	)	 
	in the presence of:	)	 
	 	 	 
	SWAP BANKS	 	 
	 	 	 
	EXECUTED as a DEED	)	 
	by ABN AMRO BANK N.V.	)	 
	acting by	)	 
	its duly authorised attorney-in-fact	)	 
	in the presence of:	)	 


 




    	 	17	 



     


    

  


	EXECUTED as a DEED	)	 
	by HSH NORDBANK AG	)	 
	acting by	)	 
	its duly authorised attorney-in-fact	)	 
	in the presence of:	)	 


 




    	 	18	 



     


    

  


Appendix
A


 


Released
Finance Documents


 


		1.	Hong Kong Ship Mortgage dated 16 August
                                         2013 executed by Rosetta Navigation Corp. Limited in favour of ABN AMRO BANK N.V. (Charge
                                         Registration No.2013022478).



 


		2.	Deed of Covenant dated 16 August 2013
                                         executed by Rosetta Navigation Corp. Limited in favour of ABN AMRO BANK N.V. (Charge
                                         Registration No. 2013021762).



 


		3.	General Assignment dated 16 August 2013
                                         executed by Rosetta Navigation Corp. Limited in favour of ABN AMRO BANK N.V. (Charge
                                         Registration No. 2013022018).



 


		4.	Charterparty Assignment dated 16 August
                                         2013 executed by Rosetta Navigation Corp. Limited in favour of ABN AMRO BANK N.V. (Charge
                                         Registration No. 2013021760).



 


		5.	Hong Kong Ship Mortgage dated 16 August
                                         2013 executed by Triton Shipping Limited in favour of ABN AMRO BANK N.V. (Charge Registration
                                         No. 2013022015).



 


		6.	Deed of Covenant dated 16 August 2013
                                         executed by Triton Shipping Limited in favour of ABN AMRO BANK N.V. (Charge Registration
                                         No. 2013021763).



 


		7.	General Assignment dated 16 August 2013
                                         executed by Triton Shipping Limited in favour of ABN AMRO BANK N.V. (Charge Registration
                                         No. 2013022479).



 


		8.	Charterparty Assignment dated 16 August
                                         2013 executed by Triton Shipping Limited in favour of ABN AMRO BANK N.V. (Charge Registration
                                         No. 2013021759).



 




    	 	19	 



     


    

  


 


Schedule
1


 


Lenders


 


	Lender	 	Lending Office
	ABN AMRO Bank N.V.	 	93 Coolsingel

        3012 AE

        Rotterdam

        The Netherlands

	 	 	 
	HSH Nordbank AG	 	Gerhart-Hauptmann-Platz 50

        D-20095 Hamburg

        Germany

	 	 	 
	ITF International Transport Finance Suisse AG	 	Wasserwerkstrasse 12

        CH-8006

        Zurich

        Switzerland



 




    	 	20	 



     


    

  


SCHEDULE
2


 


form
of [first] [ROSETTA] [TRITON] EFFECTIVE DATE NOTICE


 





	To :	POLYARISTI NAVIGATION CO.
	 	EFPLOIAS SHIPPING CO. and
	 	AMORITA DEVELOPMENT INC.
	 	c/o Allseas Marine S.A.
	 	15 Karamanli Street
	 	166 73 Voula
	 	Greece
	 	Fax: +30 210 89 95 085
	 	 
	 	Attn:  Legal Department







 


[l]
2015


 


Dear Sirs


 


We refer to the supplemental and release
agreement (the “Supplemental Agreement”) dated [l] June 2015 made
between (i) yourselves as Borrowers, (ii) Rosetta Navigation Corp. Limited and Triton Shipping Limited as collateral owners, (iii)
Box Ships Inc. as Corporate Guarantor, (iv) the banks and financial institutions listed in Schedule 1 therein as Lenders and (v)
ourselves, as Agent, Underwriter, Swap Bank and Security Trustee.


 


Words and expressions defined in the Supplemental
Agreement shall have the same meaning when used in this letter.


 


We write to confirm that the conditions
precedent in Clause [3.1][3.2] of the Supplemental Agreement have been fulfilled [in respect of the [l]
Collateral Ship] and that [accordingly] the [First][Rosetta][Triton] Effective Date is [l]
2015.


 


Yours faithfully


 


for and on behalf of


ABN AMRO BANK N.V.


 




    	 	21	 



     


    

 


COUNTERSIGNED this day of June
2015 for and on behalf of the below company which, by its execution hereof, confirms and acknowledges that it has read and understood
the terms and conditions of this Supplemental and Release Agreement, that it agrees in all respects to the same and that the Finance
Documents to which it is a party shall remain in full force and effect and shall continue to stand as security for the obligations
of the Borrowers under the Loan Agreement, the other Finance Documents and the Master Agreements (each as amended and supplemented
by this Supplemental and Release Agreement).


 


	 	 
	 	 
	 	 
	for and on behalf of	 
	ALLSEAS MARINE S.A.	 


 




    	 	22