Exhibit 4.37


 


Dated 12 July 2016


 


ROSETTA NAVIGATION CORP. LIMITED


TRITON SHIPPING LIMITED


as joint and several Borrowers


 


and


 


BOX SHIPS INC.


as Corporate Guarantor


 


and


 


THE BANKS AND FINANCIAL INSTITUTIONS



listed in Schedule 1


as Lenders


 


and


 


ABN AMRO BANK N.V.


as Agent, Underwriter, Swap Bank and as
Security Trustee


 


FOURTH SUPPLEMENTAL AGREEMENT


relating to a loan facility of

(originally) up to US$25,000,000



 











     


     


    

 


Index


 


	Clause	 	Page
	 	 	 
	1	Interpretation	4
	2	Agreement of the Creditor Parties	6
	3	Conditions Precedent	6
	4	Representations and Warranties	7
	5	Amendments to Loan Agreement, Corporate Guarantee, Master Agreement and other Finance Documents	7
	6	Further Assurances	11
	7	Expenses	12
	8	Notices	13
	9	Supplemental	13
	10	Law and Jurisdiction	13
	Execution Pages	14
	Schedule 1  Lenders	16
	Schedule 2  Form of Effective Date Notice	17
	Schedule 3  Form of Deed of Release	18


 




    	 	2	 



     


    

 


THIS FOURTH SUPPLEMENTAL AGREEMENT
is made on 12 July 2016


 


BETWEEN:


 


		(1)	ROSETTA NAVIGATION CORP. LIMITED
                                         ("Rosetta") and TRITON SHIPPING LIMITED ("Triton"),
                                         each a company incorporated in Hong Kong whose registered office is at Unit 305-7, 3/F.,
                                         Laford Centre, 838 Lai Chi Kok Road, Cheung Sha Wan, Kowloon, Hong Kong (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)	THE BANKS AND FINANCIAL INSTITUTIONS
                                         listed in Schedule 1, as Lenders; and



 


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



 


BACKGROUND


 


		(A)	By a loan agreement dated 27 June 2012
                                         (as amended and supplemented by two supplemental agreements dated 9 August 2013 and 25
                                         November 2014 respectively and a supplemental and release agreement dated 25 June 2015,
                                         the "Loan Agreement") and made between (i) the Borrowers as joint and
                                         several borrowers, (ii) the Lenders and (iii) ABN AMRO Bank N.V. as Agent, Swap Bank,
                                         Underwriter and Security Trustee, the Lenders made available to the Borrowers a loan
                                         facility in an amount of (originally) up to US$25,000,000, of which an amount of US$9,250,000
                                         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 Swap Bank.



 


		(C)	By a master agreement (the "Master
                                         Agreement") on the 2002 ISDA Master Agreement together with the schedule attached
                                         thereto (as amended) dated 27 June 2012 and made between (i) the Borrowers and (ii) the
                                         Swap Bank, it was agreed that the Swap Bank would enter into Designated Transactions
                                         with the Borrowers from time to time.



 


		(D)	By a corporate guarantee dated 27 June
                                         2012 (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 Agreement.



 


		(E)	The Borrowers and the Corporate Guarantor
                                         have requested that the Creditor Parties agree to:



 


		(i)	the application of the Excess Proceeds
                                         (as defined below) by the Borrowers towards prepayment of the outstanding loan under
                                         the Syndicate Loan Agreement (the "Excess Proceeds Application");



 


		(ii)	waive the application of the financial
                                         covenants set out in clause 12.3 of the Corporate Guarantee during the quarters of the
                                         Financial Year of the Corporate Guarantor ending on 31 March 2016 and on 30 June 2016
                                         ("Financial Covenants Waiver");



 


		(iii)	waive the application of certain
                                         financial covenants set out in clause 12.3 of the Corporate Guarantee and amend the negative
                                         undertaking set out in clause 12.2(d) of the Corporate Guarantee (the "Corporate
                                         Guarantee Amendments");



 




    	 	3	 



     


    

 


		(iv)	waive the application of the Fleet
                                         Vessels' employment requirements under clause 11.20 of the Loan Agreement and clause
                                         11.15 of the Corporate Guarantee (the "Employment Amendment"); and



 


		(v)	waive the application of the Event
                                         of Default set out in clause 19.1(n) of the Loan Agreement and amend the application
                                         of the Event of Default set out in clause 19.1(l) of the Loan Agreement (the "Event
                                         of Default Amendments" and, together with the Excess Proceeds Application, Financial
                                         Covenants Waiver, the Corporate Guarantee Amendments and the Employment Amendment, the
                                         "Request").



 


		(F)	The Creditor Parties' consent to the
                                         Request is subject to, inter alia, the Borrowers undertaking that if, upon the expiration
                                         of the Existing Charter (as defined below) in respect of each Ship, and provided that
                                         the Borrowers fail to secure a further time charterparty for that Ship at a net daily
                                         hire rate of at least US$10,000 and on such other terms approved by the Agent, the Borrowers
                                         will irrevocably and unconditionally sell the Ships or, as the case may be, sell the
                                         Ships for scrapping and will apply the total amount of the Net Proceeds (as defined below)
                                         in a manner set out in Clause 8.10(b) of the Loan Agreement.



 


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



 


		(i)	the Request; and



 


		(ii)	the consequential amendment of
                                         the Loan Agreement and the other Finance Documents 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:


 


"Corporate
Guarantee" means the guarantee (as amended and supplemented from time to time) as referred to in Recital (D);


 


"Deed
of Release" means the deed of release in the form set out in Schedule 3;


 


"Delivery
Date" means, in respect of the second Ship to be sold pursuant to the terms of the Fourth Supplemental Agreement, the
date on which title to and possession of that Ship is transferred from the Borrower being the owner of that Ship to the relevant
buyer;


 


"Effective
Date" means the date on which the conditions precedent in Clause 3.1 are satisfied;


 


"Excess
Proceeds" means the remainder of the Net Proceeds following prepayment of the Loan in full and payment of all other amounts
due to the Creditor Parties under the Finance Documents and the Master Agreement;


 


"Existing
Charter" means, in respect of a Ship, a time charter as evidenced by a recapitulation email dated 2 June 2015 made between
the Borrower owning that Ship and the Existing Charterer;


 




    	 	4	 



     


    

 


"Existing
Charterer" means Mediterranean Shipping Company S.A., a company incorporated in Switzerland whose registered office is
at 12-14 Chemin Rieu, 1208 Geneva, Switzerland;


 


"Fourth
Supplemental Agreement" means the supplemental agreement dated 12 July 2016 and made between (i) the Borrowers, (ii)
the Corporate Guarantor, (iii) the Lenders, (iv) the Agent, (vi) the Underwriter and (vii) the Security Trustee in the Agreed
Form amending and supplementing this Agreement, the Corporate Guarantee, the other Finance Documents and the Master Agreement;


 


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


 


"Management
Agreement" means, in relation to each Ship, the management agreement (as amended and restated on 2 January 2015 and as
further amended and supplemented by three addenda Nos. 1, 2 and 3 thereto dated 11 June 2015, 25 June 2015 and 22 June 2016 respectively)
made between the Borrower owning that Ship and the Approved Manager in respect of the technical and commercial management of that
Ship on terms approved by the Agent and, in the plural, means all of them;


 


"Master
Agreement" means the master agreement as referred to in Recital (C);


 


"MOA"
means a memorandum of agreement and includes any addenda or supplemental agreements applicable thereto made between a Borrower
and the buyer of its Ship in respect of the sale of that Ship on such terms in all respects acceptable to the Lenders;


 


"Net
Proceeds" means, in respect of a Ship, the gross proceeds of the sale or, as the case may be, scrapping of that Ship
less any commissions payable by the Borrower owning that Ship in accordance with the terms of the relevant MOA;


 


"Seacommercial"
means Seacommercial Shipping Services S.A., a corporation organised and existing under the laws of the Republic of Liberia whose
registered office is at 80 Broad Street, Monrovia, Liberia;


 


"Seacommercial's
Undertaking" means, in relation to each Ship, a letter of undertaking executed or to be executed by Seacommercial in
favour of the Security Trustee subordinating its rights against that Ship and the Borrower owning that Ship to the rights of the
Creditor Parties under the Finance Documents and the Master Agreement, in the Agreed Form and, in the plural, means all of them;


 


"S&P
and Charter Brokerage Services Agreement" means, in relation to each Ship, the agreement dated 2 January 2015 and made
between the Borrower owning that Ship and Seacommercial in relation to the appointment of Seacommercial as the provider of chartering
and sale and purchase brokerage services to that Borrower in respect of that Ship on terms approved by the Agent and, in the plural,
means all of them; and


 


"Syndicate
Loan" means the principal amount for the time being outstanding under the Syndicate Loan Agreement.


 


		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.


 




    	 	5	 



     


    

 


		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, and



 


		(b)	the consequential amendment of the
                                         Loan Agreement, the other Finance Documents and the Master Agreement 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 Effective Date.


 


		3	Conditions Precedent



 


		3.1	General



 


The agreement
of the Creditor Parties contained in Clause 2.1 in connection with the Request is subject to the fulfilment of the conditions
precedent set out in Clause 3.2.


 


		3.2	Conditions
                                         precedent



 


The conditions referred to in
Clause 3.1 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 and the Corporate Guarantor with appropriate modifications to refer to this
                                         Agreement;



 


		(b)	an up to date certificate of good standing
                                         for each Borrower and the Corporate Guarantor;



 


		(c)	certified copies of the Management
                                         Agreement and the S&P Charter Brokerage Services Agreement in respect of each Ship,
                                         together with evidence that the daily technical and commercial management fee payable
                                         to the Approved Manager in relation to each Ship and each Collateral Ship has been fixed
                                         in an amount not exceeding the Fixed Management Fee (as defined in Clause 5.1(a)(vii)
                                         of this Agreement);



 


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



 


		(e)	a duly executed original of the Seacommercial's
                                         Undertaking in respect of each Ship;



 


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



 


		(g)	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.



 




    	 	6	 



     


    

 


		3.3	Waiver of conditions precedent
                                         



 


If the Majority
Lenders, at their discretion, permit the Request before certain of the relevant conditions referred to in Clause 3.2 are satisfied,
the Borrowers shall, in each case, ensure that those conditions are satisfied within a maximum of 5 Business Days after the date
of the 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 remain true and not misleading if repeated on the date of
this Agreement with reference to the circumstances now existing.


 


		4.2	Repetition of Corporate Guarantee
                                         representations and warranties



 


The Corporate Guarantor represents
and warrants to the Agent that the representations and warranties in clause 10 of the Corporate Guarantee, as amended by this
Agreement and updated with appropriate modifications to refer to this Agreement remain true and not misleading if repeated on
the date of this Agreement with reference to the circumstances now existing.


 


		4.3	Repetition of Finance Documents representations
                                         and warranties



 


The Borrowers and the Corporate
Guarantor represent and warrant to each Creditor Party that the representations and warranties in the Finance Documents (other
than the Loan Agreement and the Corporate Guarantee) to which each is respectively a party and, in the case of the Borrowers,
the Master Agreement, as amended by this Agreement and updated with appropriate modifications to refer to 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 Agreement and other Finance Documents



 


		5.1	Specific amendments to Loan Agreement



 


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



 


		(i)	by inserting in clause 1.1 thereof
                                         the definitions of "Deed of Release", "Delivery Date", "Existing
                                         Charter", "Existing Charterer", "Fourth Supplemental Agreement",
                                         "Management Agreement", "MOA", "Net Proceeds", "Seacommercial",
                                         "Seacommercial's Undertaking", "S&P and Charter Brokerage Services
                                         Agreement" and "Syndicate Loan" contained in Clause 1.2 of this Supplemental
                                         Agreement in the requisite alphabetical order;



 


		(ii)	by inserting in clause 1.1 thereof
                                         the following new definition in the requisite alphabetical order:



 


""Proceeds
Payments" has the meaning given in paragraph (a) of Clause 11.24.";


 


		(iii)	by including the words "Seacommercial's
                                         Undertakings" in the definition of "Finance Documents" in clause 1.1 thereof
                                         and reading and construing all references to the Finance Documents as including the Seacommercial's
                                         Undertakings;



 




    	 	7	 



     


    

 


		(iv)	by adding the words ", Seacommercial"
                                         after the words "Creditor Party" in the second line of the definition of "Security
                                         Party" in clause 1.1 thereof;



 


		(v)	by adding the words "and a
                                         supplemental agreement dated 12 July 2016 and as the same may be further amended, supplemented
                                         and/or restated from time to time" after the words "25 June 2015" in the
                                         definition of "Syndicate Loan Agreement" in clause 1.1 thereof;



 


		(vi)	by adding the words ", Seacommercial"
                                         after the words "the Approved Manager" in the third line of clause 11.11 of
                                         the Loan Agreement;



 


		(vii)	deleting clause 11.20 of the
                                         Loan Agreement in its entirety and by renumbering the existing clauses 11.21 and 11.22
                                         thereof as clauses 11.20 and 11.21 respectively;



 


		(viii)	by adding in the Loan Agreement
                                         the following new clauses 11.22, 11.23 and 11.24:



 


"11.22
Management cost control


 


			The Borrowers shall ensure that the
                                         daily management fee payable to the Approved Manager in respect of the technical and
                                         commercial management of each Ship will be fixed in an aggregate amount not exceeding
                                         $650 per Ship (the "Fixed Management Fee").



 


		11.23	Sale or scrapping of
                                         Ships



 


			If within 10 Business Days after the
                                         date of the expiration of the Existing Charter (the "Charter Expiration Date")
                                         in relation to each Ship, that Ship is not employed under a charter at a net daily charter
                                         hire rate exceeding $10,000 and on such other terms in all respects acceptable to the
                                         Lenders, the Borrower owning that Ship shall:



 


		(a)	with the prior consent of the
                                         Lenders, sign an MOA within 15 Business Days from the Charter Expiration Date and sell
                                         such Ship within 15 Business Days from the signing of that MOA and the Borrowers shall
                                         ensure that the Net Proceeds are applied in prepayment of the Loan in accordance with
                                         Clause 8.10(b) and payment of all other amounts due to the Creditor Parties under the
                                         Finance Documents and the Master Agreement and, any balance, to be applied in prepayment
                                         of the Syndicate Loan in accordance with Clause 8.10(b)(ii) of the Syndicate Loan Agreement
                                         (together, the "Proceeds Payments"); and



 


		(b)	keep the Agent updated regularly
                                         regarding the sale or scrapping process of that Ship and any offers received for the
                                         sale or scrapping of that Ship (including, without limitation, the price offered, the
                                         identity of the relevant buyer and the main terms of the offer).



 


On the Delivery
Date and upon the successful conclusion of the sale of the Ships and following the making of the Proceeds Payments in respect
of both Ships in full in accordance with paragraph (a) above and the payment in full by the Borrowers of any legal fees and expenses
outstanding in connection with the Loan Agreement, the Creditor Parties shall deliver the duly executed Deed of Release to the
Borrowers, the Approved Manager, the Corporate Guarantor and Seacommercial.


 




    	 	8	 



     


    

 


		11.24	Responsible
                                         Ship Recycling



 


			If a Ship is sold for scrapping, each
                                         Borrower shall use its best endeavours to ensure that that Ship shall be dismantled in
                                         a safe, sustainable and socially and environmentally responsible way.";



 


		(ix)	by deleting the cross reference
                                         to clause 11.20 in clause 19.1(b) of the Loan Agreement;



 


		(x)	by deleting paragraph (e) of clause
                                         14.13 of the Loan Agreement in its entirety and replacing it with the following new paragraph:



 


		"(e)	appoint
                                         a manager of that Ship other than the Approved Manager or a sale and purchase and chartering
                                         brokerage service provider in respect of that Ship other than Seacommercial or agree
                                         to any alteration to the terms of the Approved Manager's or Seacommercial's appointment
                                         and/or the relevant Management Agreement and/or the relevant S&P and Charter Brokerage
                                         Services Agreement";



 


		(xi)	by adding the words ", Seacommercial"
                                         after the words "or either Borrower" in paragraph (k) of clause 19.1 of the
                                         Loan Agreement;



 


		(xii)	by deleting the words "Provided
                                         that such default shall not constitute an Event of Default if it is remedied within
                                         a period of six months from the date if first occurred; or" in paragraph (l) of
                                         clause 19.1 of the Loan Agreement and replacing it with the following "(the "Minimum
                                         Required Percentage") Provided that a reduction in the Minimum Required
                                         Percentage owned by any members of the Bodouroglou Family as a result of raising capital
                                         of the Corporate Guarantor through equity contributions shall not constitute an Event
                                         of Default; or";



 


		(xiii)	by deleting paragraph (n) of
                                         clause 19.1 of the Loan Agreement in its entirety and re-numbering the remaining paragraphs
                                         of that clause and updating all relevant cross references accordingly;



 


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



 


		(xv)	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



 


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



 


		5.2	Amendments to Corporate Guarantee



 


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



 




    	 	9	 



     


    

 


		(i)	by deleting clause 11.15 of the
                                         Corporate Guarantee in its entirety;



 


		(ii)	by adding in the Corporate Guarantee
                                         the following new clauses 11.15, 11.16 and 11.17 as follows:



 


		"11.15	Management
                                         cost control



 


			The Guarantor shall ensure that the
                                         daily management fee payable to the Approved Manager in respect of the technical and
                                         commercial management of each Ship will be fixed in an aggregate amount not exceeding
                                         $650 per Ship (the "Fixed Management Fee").



 


		11.16	Sale
                                         or scrapping of Ships



 


			If within 10 Business Days after the
                                         date of the expiration of the Existing Charter (the "Charter Expiration Date")
                                         in relation to each Ship, that Ship is not employed under a charter at a net daily charter
                                         hire rate exceeding $10,000 and on such other terms in all respects acceptable to the
                                         Lenders, the Guarantor shall ensure that:



 


		(a)	with the prior consent of the Lenders,
                                         an MOA is signed within 15 Business Days from the Charter Expiration Date and sell such
                                         Ship within 15 Business Days from the signing of that MOA and the Net Proceeds are applied
                                         in prepayment of the Loan in accordance with Clause 8.10(b) and payment of all other
                                         amounts due to the Creditor Parties under the Finance Documents and the Master Agreement
                                         and, any balance, to be applied in prepayment of the Syndicate Loan in accordance with
                                         Clause 8.10(b)(ii) of the Syndicate Loan Agreement (together, the "Proceeds Payments");
                                         and



 


		(b)	the Agent is regularly updated regarding
                                         the sale or scrapping process of that Ship and any offers received for the sale or scrapping
                                         of that Ship (including, without limitation, the price offered, the identity of the relevant
                                         buyer and the main terms of the offer).



 


On the Delivery
Date and upon the successful conclusion of the sale of the Ships and following the making of the Proceeds Payments in respect
of both Ships in full in accordance with paragraph (a) above and the payment in full by the Borrowers of any legal fees and expenses
outstanding in connection with the Loan Agreement, the Creditor Parties shall deliver the duly executed Deed of Release to the
Borrowers, the Approved Manager, the Corporate Guarantor and Seacommercial.


 


		11.17	Responsible
                                         Ship Recycling



 


			If a Ship is sold for scrapping, the
                                         Guarantor shall use its best endeavours to ensure that such Ship shall be dismantled
                                         in a safe, sustainable and socially and environmentally responsible way."



 


		(iii)	by deleting paragraph (a) of
                                         clause 12.2 of the Corporate Guarantee in its entirety and replacing it with the following
                                         new paragraph:



 


		"(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") (including, but
                                         not limited to, any Distribution in respect of any preferred shares); or";



 




    	 	10	 



     


    

 


		(iv)	by adding the words "or any
                                         other stock exchange acceptable to the Lenders" after the words "the New York
                                         Stock Exchange" in paragraph (d) of clause 12.2 of the Corporate Guarantee;



 


		(v)	by deleting clause 12.3 of the
                                         Corporate Guarantee in its entirety and replacing it with the following new clause:



 


		"12.3	Financial
                                         Covenants



 


The Guarantor
shall ensure that at all times:


 


		(a)	the Borrowers comply with the minimum
                                         required security cover referred to in clause 15.1 of the Loan Agreement; and



 


		(b)	an amount of not less than $250,000
                                         is held by each Borrower in its Operating Account in accordance with clause 11.19 of
                                         the Loan Agreement."; and



 


		(vi)	by deleting sub-paragraphs (a),
                                         (b), (c) and (d) in the penultimate paragraph of the form of compliance certificate set
                                         out in Schedule 1 of the Corporate Guarantee and by adding the words ", the minimum
                                         security cover ratio is [l]"
                                         after the words "as at [l]"
                                         in the first line of that penultimate paragraph; and



 


		(b)	as so amended pursuant to (a) above,
                                         the Corporate Guarantee shall continue to be binding on each of the parties to it in
                                         accordance with its terms as so amended.



 


		5.3	Amendments to Finance Documents and
                                         Master Agreement



 


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


 


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



 


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



 


		5.4	Finance Documents and Master Agreement
                                         to remain in full force and effect



 


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


 


		(a)	the amendments to the Loan Agreement;
                                         and



 


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



 


		6	Further Assurances



 


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



 


Each Borrower and the Corporate
Guarantor shall:


 




    	 	11	 



     


    

 


		(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.


 


		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.


 




    	 	12	 



     


    

 


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


 




    	 	13	 



     


    

 


Execution
Pages


 


BORROWERS


 


	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 23 June 2016	)
	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 23 June 2016	)
	such execution being witnessed by:	)
	 	)
	 	)
	Signature of witness:	)
	 	 
	CORPORATE GUARANTOR 	 
	 	 
	EXECUTED as a DEED	)
	by BOX SHIPS INC. 	)
	acting by	)
	its duly authorised	)
	attorney-in-fact in the presence of:	)
	 	 
	LENDERS	 
	 	 
	EXECUTED as a DEED	)
	by ABN AMRO BANK N.V.	)
	acting by	)
	its duly authorised	)
	attorney-in-fact in the presence of:	)


 




    	 	14	 



     


    

 


AGENT


 


	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 BANK	 
	 	 
	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:	)


 




    	 	15	 



     


    

 


Schedule
1


 


Lenders


 


	Lender	Lending Office
	ABN AMRO BANK N.V.

         
	Coolsingel 93

        3012 AE Rotterdam

        The Netherlands



 




    	 	16	 



     


    

 


Schedule
2



Form of Effective Date Notice


 


		To:	ROSETTA NAVIATION
                                         CORP. LIMITED and



TRITON SHIPPING LIMITED


c/o Allseas Marine S.A.


15 Karamanli Street


166 73 Voula


Greece


Fax: +30 210 89 95 085


 


Attn: Legal Department


 


[l]
2016


 


Dear Sirs


 


We refer to the supplemental agreement
(the "Supplemental Agreement") dated [l] July
2016 made between (i) yourselves as Borrowers, (ii) Box Ships Inc. as Corporate Guarantor, (iii) the banks and financial institutions
listed in Schedule 1 therein as Lenders and (iv) 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 3.2 of the Supplemental Agreement have been fulfilled and that accordingly the Effective Date is [l]
2016.


 


Yours faithfully


__________________________________


 


for and on behalf of


ABN AMRO BANK N.V.


 




    	 	17	 



     


    

 


Schedule
3



Form of Deed of Release


 


Dated [l]
July 2016


 


THE BANKS AND FINANCIAL INSTITUTIONS


listed in the Schedule


as Lenders


 


and


 


ABN AMRO BANK N.V.


as Agent, Swap Bank, Underwriter and Security
Trustee


 


in favour of


 


ROSETTA NAVIGATION CORP. LIMITED and


TRITON SHIPPING LIMITED


as joint and several Borrowers


 


and


 


BOX SHIPS INC.


as Corporate Guarantor


 


DEED OF RELEASE OF SECURITY


relating to a loan facility of (originally)
up to US$100,000,000


 




    	 	18	 



     


    

 


Index


 


	Clause	 	Page
	 	 	 
	1	Interpretation	21
	2	Release of Security Interests	21
	3	Reassignment of Assigned Property	21
	4	Further Documents	22
	5	Supplemental	22
	6	Law and Jurisdiction	22
	Schedule 1 Lenders	23
	Schedule 2 Form of Notice of Reassignment	24
	Execution Page	26


 




    	 	19	 



     


    

 


THIS DEED is made on [l]
July 2017


 


BY


 


		(1)	THE BANKS AND FINANCIAL INSTITUTIONS
                                         listed in Schedule 1, as lenders (the "Lenders");



 


		(2)	ABN AMRO BANK N.V. acting through
                                         its office at 93 Coolsingel, 3012 AE, Rotterdam, The Netherlands, as agent (in such capacity,
                                         the "Agent"), swap bank (in such capacity, the "Swap Bank"),
                                         underwriter (in such capacity, the "Underwriter") and security
                                         trustee (in such capacity, the "Security Trustee" and, together with
                                         the Lenders, the "Creditor Parties").



 


in
favour of


 


		(3)	ROSETTA NAVIGATION CORP. LIMITED
                                         ("Rosetta") and TRITON SHIPPING LIMITED ("Triton"),
                                         each a company incorporated in Hong Kong whose registered office is at Unit 305-7, 3/F.,
                                         Laford Centre, 838 Lai Chi Kok Road, Cheung Sha Wan, Kowloon, Hong Kong (each a "Borrower"
                                         and, together, the "Borrowers");



 


		(4)	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 (the "Corporate Guarantor");



 


		(5)	ALLSEAS MARINE S.A., a corporation
                                         incorporated in Liberia whose registered office is at 80 Broad Street, Monrovia, Republic
                                         of Liberia (the "Manager"); and



 


		(6)	SEACOMMERCIAL SHIPPING SERVICES
                                         S.A., a corporation incorporated in Liberia whose registered office is at 80 Broad
                                         Street, Monrovia, Republic of Liberia (the "Broker").



 


BACKGROUND


 


		(A)	By a loan agreement dated 27 June 2012
                                         (as amended and supplemented by two supplemental agreements dated 9 August 2013 and 25
                                         November 2014 respectively, a supplemental and release agreement dated 25 June 2015 and
                                         a fourth supplemental agreement dated 12 July 2016 the "Loan Agreement")
                                         and made between (i) the Borrowers as joint and several borrowers, (ii) the Lenders as
                                         lenders and (iii) ABN AMRO Bank N.V. as Agent, Swap Bank, Underwriter and Security Trustee,
                                         the Lenders made available to the Borrowers a loan facility in an amount of (originally)
                                         up to US$25,000,000, of which an amount of US$9,250,000 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 Swap Bank.



 


		(C)	By a master agreement (the "Master
                                         Agreement") on the 2002 ISDA Master Agreement together with the schedule attached
                                         thereto (as amended) dated as of 27 June 2012 and made between (i) the Borrowers and
                                         (ii) the Swap Bank, it was agreed that the Swap Bank would enter into Designated Transactions
                                         with the Borrowers from time to time.



 


		(D)	By a corporate guarantee dated 27 June
                                         2012 (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 Agreement.



 


		(E)	This Deed sets out the terms and conditions
                                         on which the Creditor Parties agree, to the release of the Security Interests and certain
                                         other obligations created by the Loan Agreement and the Finance Documents.



 




    	 	20	 



     


    

 


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 Deed unless the context otherwise requires.


 


		1.2	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 Deed.


 


		2	Release
                                         of Security Interests



 


		2.1	Release



 


The Security Trustee irrevocably
and unconditionally releases all Security Interests created in its favour by the Borrowers and the Security Parties under the
Finance Documents.


 


		2.2	Release of obligations



 


The Creditor Parties:


 


		(a)	irrevocably and unconditionally release
                                         and discharge each of the Borrowers and each of the Security Parties from their obligations
                                         under any covenants and undertakings relating to any asset a Security Interest over which
                                         is released pursuant to this Deed;



 


		(b)	irrevocably and unconditionally release
                                         and discharge the Manager and the Broker from their obligations under the Managers Undertakings
                                         and the Seacommercial's Undertakings; and



 


		(c)	release and discharge the Borrowers,
                                         the Security Parties and the Manager from all their respective obligations under the
                                         Loan Agreement and the Finance Documents to which each is a party.



 


		3	Reassignment
                                         of Assigned Property



 


		3.1	Reassignment



 


The Security Trustee, without
any warranty, representation, covenant or other recourse, reassigns:


 


		(a)	to each Borrower, all rights and interests
                                         of every kind which the Security Trustee now has to, in or in connection with:



 


		(i)	the Assigned Property (as defined
                                         in each General Assignment and each Charterparty Assignment);



 


		(ii)	the Earnings Account, the Retention
                                         Account and any Credit Balance (as defined in the Deed of Pledge of Accounts) or either
                                         of them; and



 


		(iii)	the Assigned Property (as defined
                                         in each Master Agreement Assignment); and



 


		(b)	to the Corporate Guarantor, all rights
                                         and interests of every kind which the Security Trustee now has to, in or in connection
                                         with the Derivative Assets (as defined in each Shares Security Deed).



 




    	 	21	 



     


    

 


		4	Further
                                         Documents



 


		4.1	Delivery of further documents



 


Subject to the Borrowers paying
to the Creditor Parties all expenses incurred by the Creditor Parties in accordance with clause 20 (fees and expenses) of the
Loan Agreement, the Security Trustee shall promptly after execution and delivery of this Deed:


 


		(a)	deliver to the Borrowers:



 


		(i)	evidence that each Mortgage has
                                         been discharged; and



 


		(ii)	executed notices of reassignment
                                         of Insurances in the form set out in Part A of Schedule 2; and



 


		(iii)	executed notices of reassignment
                                         of the Master Agreement in the form set out in Part B of Schedule 2; and



 


		(b)	deliver to the Corporate Guarantor,
                                         the instrument of transfer, irrevocable proxy and power of attorney, letters of resignation,
                                         directors' letters of undertaking, written resolutions of the sole director and original
                                         share certificates delivered to the Security Trustee pursuant to each Shares Pledge.



 


		5	Supplemental



 


		5.1	Counterparts



 


This Deed may be executed in
any number of counterparts.


 


		5.2	Third party rights



 


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


 


		6	Law
                                         and Jurisdiction



 


		6.1	Governing law



 


This Deed shall be governed
by and construed in accordance with English law.


 


		6.2	Incorporation of Loan Agreement
                                         provisions



 


The provisions of clause 31
(law and jurisdiction) of the Loan Agreement shall apply to this Deed as if they were expressly incorporated in this Agreement
with any necessary modifications.


 


THIS DEED has been executed by
or on behalf of the parties and has, on the date stated at the beginning of this Deed, been delivered as a Deed.


 




    	 	22	 



     


    

 


Schedule
1 



Lenders


 


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

    3012 AE Rotterdam

    The Netherlands


 




    	 	23	 



     


    

 


Schedule
2 



Form of Notice of Reassignment 


 


Part A


 


Notice of Reassignment of Insurances
(Owner)


 


m.v. ["BOX CHINA"] ["BOX
HONG KONG"] (the "Ship")


 


We, ABN AMRO BANK N.V. acting through
our offices at Coolsingel 93, 3012 AE Rotterdam, The Netherlands, the assignee of all rights and interest of every kind of
[ROSETTA NAVIGATION CORP. LIMITED] [TRITON SHIPPING LIMITED] (the "Assignor") to, in or in all policies and
contracts of insurance, including entries of the Ship in any protection and indemnity or war risks association (the "Insurances")
in respect of the Ship by a first priority assignment dated 25 June 2015 (the "Assignment") GIVE NOTICE
that we have reassigned to the Assignor all of our rights and interest of every kind to, in or in connection with the Insurances
under the Assignment and, with effect from the date of this Notice, we have no further interest in or claim over the Insurances.


 





	 	 
	Attorney-in-Fact	 
	for and on behalf of	 
	ABN AMRO BANK N.V.	 






 


Date:[l]
July 2016


 




    	 	24	 



     


    

 


Part B



Notice of Reassignment (Master Agreement)


 


We, ABN AMRO BANK N.V. acting through
our offices at Coolsingel 93, 3012 AE Rotterdam, The Netherlands, the assignee of all rights and interest of every kind
of ROSETTA NAVIGATION CORP. LIMITED and TRITON SHIPPING LIMITED (the "Assignors") to, in or in
connection with the ISDA master agreement, schedule thereto dated as of 27 June 2012 (including any credit support annexed thereto)
and any confirmations entered into by ourselves as swap bank and the Assignors (as amended and supplemented from time to time,
the "Master Agreements") pursuant to a master agreement assignment dated 27 June 2012 (the "Master Agreement
Assignment") GIVE NOTICE that we have reassigned to each Assignor all of our rights and interest of every kind to, in
or in connection with the Master Agreement Assignment and, with effect from the date of this Notice, we have no further interest
in or claim over the Master Agreement.


 





	 	 
	Attorney in Fact




	 
	for and on behalf of	 
	ABN AMRO BANK N.V.	 



 


Dated: [l]
July 2016


 




    	 	25	 



     


    

 


Execution
Page


 


	LENDERS	 
	 	 
	EXECUTED as a DEED	)
	by ABN AMRO BANK N.V.	)
	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:	)
	 	 
	UNDERWRITER	 
	 	 
	EXECUTED as a DEED	)
	by ABN AMRO BANK N.V.	)
	acting by	)
	its duly authorised	)
	attorney-in-fact in the presence of:	)
	 	 
	SWAP BANK	 
	 	 
	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:	)


 




    	 	26	 



     


    

 


COUNTERSIGNED this 12th day of
July 2016 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 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 Agreement (each as amended and supplemented
by this Supplemental Agreement).


 


	 	 
	for and on behalf of	 
	ALLSEAS MARINE S.A.	 


 




    	 	27