Private & Confidential


 


Dated 1 March 2012


 





 



 







SUPPLEMENTAL AGREEMENT


relating to a


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


 


to


ARTFUL SHIPHOLDING S.A.


and


LONGEVITY MARITIME LIMITED


 


provided by


DVB BANK SE


 





 




    	 



    	 



    

 


Contents


 


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


 


	Schedule 1 Documents and evidence required
    as conditions precedent	12


 




    	 



    	 



    

 


THIS SUPPLEMENTAL AGREEMENT is dated on 1 March 2012
and made BETWEEN:


 


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



 


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



 


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



 


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



 


		(5)	DVB BANK SE, a banking corporation
                                                           incorporated and established under the laws of the Federal Republic
                                                           of Germany, acting for the purposes of this Agreement through its office
                                                           at Platz der Republik 6, 0-60325 Frankfurt am Main, Federal Republic
                                                           of Germany (the “Bank”).



 


WHEREAS:


 


		(A)	this Agreement is supplemental to:



 


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



 


		(b)	a corporate guarantee dated 20 June 2011 (the “Principal Corporate Guarantee”)
executed by the Corporate Guarantor in favour of the Bank;



 


		(B)	the Borrowers have requested that the Bank provides its consent to (ii) the change of account where
each Borrower shall maintain a minimum cash balance of at least $500,000 pursuant to clause 8.1.16 of the Principal Agreement and
(ii) the opening of an account by each Borrower with the Bank; and



 


		(C)	this Agreement sets out the terms and conditions upon which the Bank shall, at the request of the
Borrowers, provide its consent to the said changes.



 


NOW IT IS HEREBY AGREED as follows:


 


		1	Definitions



 


		1.1	Defined expressions



 


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


 




    	1



    	 



    

 


		1.2	Definitions



 


In this Agreement, unless the
context otherwise requires:


 


“Artful Minimum Liquidity
Account” means a Dollar account of the Artful Borrower opened or (as the context may require) to be opened by the Artful
Borrower with the Bank with account number 2910051048 and includes any sub-accounts thereof and any other account designated in
writing by the Bank to be the Artful Minimum Liquidity Account for the purposes of this Agreement;


 


“Artful Minimum Liquidity
Account Pledge” means the first priority account pledge executed or (as the context may require) to be executed by the
Artful Borrower in favour of the Bank in respect of the Artful Minimum Liquidity Account in such form as the Bank may require in
its sole discretion;


 


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


 


“Effective Date”
means the date, no later than 9 March 2012, on which the Bank has received the documents and evidence specified in clause 5 and
schedule 1 in a form and substance satisfactory to it;


 


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


 


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


 


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


 


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


 


“Longevity Minimum Liquidity
Account” means a Dollar account of the Longevity Borrower opened or (as the context may require) to be opened by the Longevity
Borrower with the Bank with account number 2910051064 and includes any sub-accounts thereof and any other account designated in
writing by the Bank to be the Longevity Minimum Liquidity Account for the purposes of this Agreement;


 


“Longevity Minimum Liquidity
Account Pledge” means the first priority account pledge executed or (as the context may require) to be executed by the
Longevity Borrower in favour of the Bank in respect of the Longevity Minimum Liquidity Account in such form as the Bank may require
in its sole discretion;


 


“Minimum Liquidity Account” means:


 


		(a)	in relation to the Artful Borrower, the Artful Minimum Liquidity Account; or



 


		(b)	in relation to the Longevity Borrower, the Longevity Minimum Liquidity Account,



 


and “Minimum Liquidity
Accounts” means, together, both of them;


 




    	2



    	 



    

 


“Minimum Liquidity Account
Pledges” means:


 


		(a)	in relation to the Artful Minimum Liquidity Account, the Artful Minimum Liquidity Account Pledge; or






 


		(b)	in relation to the Longevity Minimum Liquidity Account, the Longevity Minimum Liquidity Account Pledge,






 


and “Minimum Liquidity
Account Pledges” means, together, both of them;


 


“Relevant Documents”
means this Agreement and the Minimum Liquidity Account Pledges; and


 


“Relevant Parties”
means, together, the Borrowers, the Manager and the Corporate Guarantor.


 


		1.3	Existing Documents



 


References in:


 


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



 


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



 


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


 


		1.4	Headings



 


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


 


		1.5	Construction of certain terms



 


In this Agreement, unless the context otherwise requires:


 


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



 


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



 


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



 


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



 


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



 


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



 




    	3



    	 



    

 


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



 


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



 


		2	Agreement of the Bank



 


The Bank, relying upon the representations
and warranties on the part of the Relevant Parties contained in clause 4 and subject to the terms and conditions of this Agreement
and in particular, but without prejudice to the generality of the foregoing, fulfilment on or before [—] 2012 of the conditions
contained in clause 5 and schedule 1, agrees to the amendments to the Existing Documents on the terms set out in clause 3 and consents
to each Borrower transferring at least $500,000 from its Operating Account to the relevant Minimum Liquidity Account.


 


		3	Amendments to the Existing Documents



 


		3.1	Amendments to the Principal Agreement



 


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


 


		3.1.1	by inserting in clause 1.2 of the Principal Agreement the following new definitions of “Account
Pledges”, “Accounts”, “Artful Minimum Liquidity Account”, “Artful Minimum Liquidity
Account Pledge”, “Longevity Minimum Liquidity Account”, “Longevity Minimum Liquidity Account
Pledge”, “Minimum Liquidity Account”, “Minimum Liquidity Account Pledge”, “Supplemental
Agreement” and “Supplemental Letter” in the correct alphabetical order:



 


““Account Pledges”
means, together, the Operating Account Pledges and the Minimum Liquidity Account Pledges and “Account Pledge”
means each one of them;


 


“Accounts” means,
together, the Operating Accounts and the Minimum Liquidity Accounts and “Account” means each one of them;


 


“Artful Minimum Liquidity
Account” means a Dollar account of the Artful Borrower opened or (as the context may require) to be opened by the Artful
Borrower with the Bank with account number 2910051048 and includes any sub-accounts thereof and any other account designated in
writing by the Bank to be the Artful Minimum Liquidity Account for the purposes of this Agreement;


 


“Artful Minimum Liquidity
Account Pledge” means the first priority account pledge executed or (as the context may require) to be executed by the
Artful Borrower in favour of the Bank in respect of the Artful Minimum Liquidity Account in such form as the Bank may require in
its sole discretion;


 


“Longevity Minimum Liquidity
Account” means a Dollar account of the Longevity Borrower opened or (as the context may require) to be opened by the Longevity
Borrower with the Bank with account number 2910051064 and includes any sub-accounts thereof and any other account designated in
writing by the Bank to be the Longevity Minimum Liquidity Account for the purposes of this Agreement;


 


“Longevity Minimum Liquidity
Account Pledge” means the first priority account pledge executed or (as the context may require) to be executed by the
Longevity Borrower in favour of the Bank in respect of the Longevity Minimum Liquidity Account in such form as the Bank may require
in its sole discretion;


 




    	4



    	 



    

 


“Minimum Liquidity
Account” means:


 


		(a)	in relation to the Artful Ship and/or the Artful Borrower, the Artful Minimum Liquidity
Account; or



 


		(b)	in relation to the Longevity Ship and/or the Longevity Borrower, the Longevity Minimum Liquidity
Account,



 


and “Minimum Liquidity
Accounts” means, together, both of them;


 


“Minimum Liquidity
Account Pledge” means:


 


		(c)	in relation to the Artful Minimum Liquidity Account, the Artful Minimum Liquidity Account Pledge;
or



 


		(d)	in relation to the Longevity Minimum Liquidity Account, the Longevity Minimum Liquidity Account
Pledge,



 


and “Minimum Liquidity
Account Pledges” means, together, both of them;


 


“Supplemental Agreement”
means the supplemental agreement dated 1 March 2012 made between the Borrowers, the Manager, the Corporate Guarantor and the Bank
supplemental to this Agreement;


 


“Supplemental Letter”
means the supplemental letter dated 16 November 2011 issued by the Bank and addressed to the Borrowers supplemental to this Agreement;”;


 


		3.1.2	by amending the words “Operating
                                                             Account Pledges” to read “Account Pledges” and
                                                             by inserting the words “, the Supplemental Letter, the Supplemental
                                                             Agreement” after the words “any Charter Assignment”
                                                             in the third line of the definition of “Security Documents”
                                                             in clause 1.2 of the Principal Agreement; and



 


		3.1.3	by deleting clause 7.1.7 of the Principal Agreement and by inserting in its place the following
new clause 7.1.7:



 


		"7.1.7	Choice of law



 


the choice of English law to govern
the Underlying Documents and the Security Documents (other than the Mortgages, the Operating Account Pledges and the Minimum Liquidity
Account Pledges), the choice of (i) the law of the relevant Flag State to govern each Mortgage, (ii) Greek law to govern the Operating
Account Pledges and (iii) German law to govern the Minimum Liquidity Account Pledges, and the submissions by the Security Parties
to the non- exclusive jurisdiction of the English courts, are valid and binding;”;


 


		3.1.4	by deleting clause 8.1.16 of the Principal Agreement and by inserting in its place the following
new clause 8.1.16:



 


“maintain at all times:


 


		(a)	from the date of this Agreement and until the Effective Date (as such term is defined in the Supplemental
Agreement), in its Operating Account a cash balance of at least $500,000; and



 


		(b)	after the Effective Date (as such term is defined in the Supplemental Agreement), in its Minimum
Liquidity Account, a cash balance of at least $500,000; and”;



 




    	5



    	 



    

 


		3.1.5	by deleting clause 10.1.27 of the Principal Agreement and by inserting in its place the following
new clause 10.1.27:



 


		“10.1.27	Accounts: moneys are withdrawn from any of the Accounts
other than in accordance with clause 14; or”;



 


		3.1.6	by deleting in clause 14.2 of the Principal Agreement the words “provided that the amount
standing to the credit of the relevant Operating Account will after such withdrawal be no less than $500,000,”;



 


		3.1.7	by amending the words “Operating Accounts” in the heading of clause 14 of the Principal
Agreement to read “Accounts” and by amending in the same manner the Table of Contents of the Principal Agreement;



 


		3.1.8	by deleting clause 14.4 of the Principal Agreement and by inserting in its place the following
new clause 14.4:



 


		14.4	Pledging of Accounts



 


Each Account and all amounts from
time to time standing to the credit thereof shall be subject to the security constituted and the rights conferred by the relevant
Account Pledge.”; and


 


		3.1.9	by adding the following new clauses 14.5 and 14.6:



 


		“14.5	Minimum Liquidity Accounts: withdrawals



 


Unless the Bank otherwise agrees
in writing, neither Borrower shall be entitled to withdraw any moneys from its Minimum Liquidity Account at any time from the date
of this Agreement.


 


		14.6	Application of Minimum Liquidity Accounts



 


At any time after the occurrence
of an Event of Default, the Bank may, without notice to the Borrowers, apply all moneys then standing to the credit of the Minimum
Liquidity Accounts (or either of them) (together with interest from time to time accruing or accrued thereon) in or towards satisfaction
of any sums due to the Bank under the Security Documents in the manner specified in clause 13.1.”.


 


		3.2	Amendments to the Principal Corporate Guarantee



 


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


 


		3.3	by deleting paragraph 2 of Schedule 1 in its entirety and by inserting in its place the following
new paragraph 2:



 


		“(a)	the amount standing to the credit of the Artful Minimum
Liquidity Account is $[—], versus the required minimum amount of $500,000; and



 


		(b)	the amount standing to the credit of the Longevity Minimum Liquidity Account is $[—], versus the
required minimum amount of $500,000.”.



 




    	6



    	 



    

 


		3.4	Continued force and effect



 


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


 


		4	Representations and warranties



 


		4.1	Primary representations and warranties



 


Each of the Relevant Parties
represent and warrant to the Bank that:


 


		4.1.1	Existing representations and warranties



 


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


 


		4.1.2	Corporate power



 


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


 


		4.1.3	Binding obligations



 


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


 


		4.1.4	No conflict with other obligations



 


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


 


		4.1.5	No filings required



 


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


 


		4.1.6	Choice of law



 


the choice of English law to
govern this Agreement, the choice of German law to govern the Minimum Liquidity Account Pledge to which such Relevant Party is,
or will become, a party to and the submission by such Relevant Party to the non-exclusive jurisdiction of the English courts are
valid and binding; and


 




    	7



    	 



    

 


		4.1.7	Consents obtained



 


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


 


		4.2	Repetition of representations and warranties



 


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


 


		5	Conditions



 


		5.1	Documents and evidence



 


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


 


		5.2	General conditions precedent



 


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


 


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



 


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



 


		5.3	Waiver of conditions precedent



 


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


 


		6	Relevant Parties’ Confirmation



 


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


 


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



 


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



 




    	8



    	 



    

 


		7	Expenses



 


		7.1	Expenses



 


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


 


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



 


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

                                                                                 

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




 


		7.2	Value Added Tax



 


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


 


		7.3	Stamp and other duties



 


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


 


		8	Miscellaneous and notices



 


		8.1	Notices



 


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


 


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



 


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



 


		8.1.3	be sent:



 


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



 


c/o Globus Shipmanagement Corp.


128 Vouliagmenis Avenue


166 74 Glyfada


Greece


 


Fax No:      +30 210
960 8352


Attn:          Mr
George Karageorgiou


 




    	9



    	 



    

 


		(b)	if to the Bank at:



 


For credit matters:


 


DVB Bank SE, Frankfurt


Platz der Republik 6


D-60325 Frankfurt am Main


Federal Republic of Germany


 


Fax No:                  +49
69 9750 4526


Attention:                LAM
Frankfurt


 


with a copy to:


 


DVB Bank SE


Representative Office Greece


95 Akti Miaouli


185 38 Piraeus


Greece


 


Fax No: +30 210 455 7420


Attention: Dry Bulk Group


 


For Loan Administration Matters:


 


DVB Bank SE


Park House


6th Floor


16-18 Finsbury Circus


London EC2M 7EB


England


 


Fax No:                   +
44 207 256 4352


Attention:                
LAM London


 


		8.2	Counterparts



 


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


 


		8.3	Relevant Parties’ obligations



 


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


 


		9	Applicable law



 


		9.1	Law



 


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


 




    	10



    	 



    

 


		9.2	Submission to jurisdiction



 


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


 


		9.3	Contracts (Rights of Third Parties) Act 1999



 


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


 


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


 




    	11



    	 



    

 


Schedule 1


Documents and evidence required as conditions
precedent


 


(referred to in clause 5.1)


 


		1	Minimum Liquidity Accounts



 


Evidence that each Minimum Liquidity
Account has been opened, pledged and that at least $500,000 have been deposited in each account;


 


		2	Minimum Liquidity Account Pledges



 


the Minimum Liquidity Account
Pledges, each duly executed;


 


		3	English process agent



 


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


 


		4	German process agent



 


a letter from the Borrowers’
agent for receipt of service of proceedings accepting its appointment under the Minimum Liquidity Account Pledges as such Borrowers’
process agent; and


 


		5	Other matters



 


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


 




    	12



    	 



    

 


	EXECUTED as a DEED	)	 	 
	by Elias Deftereos	)	 	 
	for and on behalf of	)	/s/ Elias Deftereos	 
	ARTFUL SHIPHOLDING S.A.	)	Attorney-in-fact	 
	in the presence of:	)	 	 


 


	/s/ Evangelia Platsidaki	 
	Witness	 
	Name:	Evangelia Platsidaki	 
	Address: 	Norton Rose LLP – Athens	 
	Occupation: 	Solicitor	 


 


	EXECUTED as a DEED	)	 	 
	by Elias Deftereos	)	 	 
	for and on behalf of	)	/s/ Elias Deftereos	 
	LONGEVITY MARITIME LIMITED	)	Attorney-in-fact	 
	in the presence of:	)	 	 


 


	/s/ Evangelia Platsidaki	 
	Witness	 
	Name:	Evangelia Platsidaki	 
	Address: 	Norton Rose LLP – Athens	 
	Occupation: 	Solicitor	 


 


	EXECUTED as a DEED	)	 	 
	by Elias Deftereos	)	 	 
	for and on behalf of	)	/s/ Elias Deftereos	 
	GLOBUS MARITIME LIMITED	)	Attorney-in-fact	 
	in the presence of:	)	 	 


 


	/s/ Evangelia Platsidaki	 
	Witness	 
	Name:	Evangelia Platsidaki	 
	Address: 	Norton Rose LLP – Athens	 
	Occupation: 	Solicitor	 


 


	EXECUTED as a DEED	)	 	 
	by Elias Deftereos	)	 	 
	for and on behalf of	)	/s/ Elias Deftereos	 
	GLOBUS SHIPMANAGEMENT CORP.	)	Attorney-in-fact	 
	in the presence of:	)	 	 


 


	/s/ Evangelia Platsidaki	 
	Witness	 
	Name:	Evangelia Platsidaki	 
	Address: 	Norton Rose LLP – Athens	 
	Occupation: 	Solicitor	 


 




    	13



    	 



    

 


	EXECUTED as a DEED	)	 	 
	by Pinelopi-Anna Milion	)	 	 
	for and on behalf of	)	/s/ Pinelopi-Anna Milion	 
	DVB BANK SE	)	Attorney-in-fact	 
	in the presence of:	)	 	 


 


	/s/ Evangelia Platsidaki	 
	Witness	 
	Name:	Evangelia Platsidaki	 
	Address: 	Norton Rose LLP – Athens	 
	Occupation: 	Solicitor	 


 




    	14