Private &
Confidential


 


Dated 26
March 2013







 





 



 


SEVENTH SUPPLEMENTAL
AGREEMENT


relating
to


a Reducing
Revolving Credit Facility of up to (originally) US$120,000,000


to


GLOBUS MARITIME
LIMITED


 


provided
by


CREDIT SUISSE
AG


(formerly
known as CREDIT SUISSE)


 





 




    	 



    	 



    

 


Contents


 


	Clause	Page
	 	 	 
	1	Definitions	2
	 	 	 
	2	Agreement of Bank	3
	 	 	 
	3	Amendments to Principal
    Agreement	3
	 	 	 
	4	Representations and
    warranties	10
	 	 	 
	5	Conditions	11
	 	 	 
	6	Relevant Parties' confirmation	12
	 	 	 
	7	Fees and Expenses	12
	 	 	 
	8	Miscellaneous and notices	13
	 	 	 
	9	Applicable law	13
	 	 	 
	Schedule
    1 Documents and evidence required as conditions precedent	14
	 	 
	Schedule
    2 Form of Mortgage Addendum	16


 




    	 



    	 



    

 


THIS SEVENTH
SUPPLEMENTAL AGREEMENT is dated 26 March 2013 and made BETWEEN:


 


		(1)	GLOBUS
                                                           MARITIME LIMITED, a company initially incorporated in Jersey and
                                                           redomiciled to the Marshall Islands, with its registered office at
                                                           Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic
                                                           of the Marshall Islands MH96960 (the “Borrower”);



 


		(2)	DEVOCEAN
                                                           MARITIME LTD. (the “River Globe Owner”), ELYSIUM
                                                           MARITIME LIMITED (the “Tiara Globe Owner”),
                                                           DULAC MARITIME S.A. (the “Star Globe Owner”)
                                                           and DOMINA MARITIME LTD. (the “Sky Globe Owner”
                                                           and, together with the River Globe Owner, the Tiara Globe Owner
                                                           and the Star Globe Owner, the “Owners”), each a
                                                           company incorporated in the Marshall Islands, with its registered office
                                                           at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic
                                                           of the Marshall Islands MH96960;



 


		(3)	GLOBUS
                                                           SHIPMANAGEMENT CORP., a company incorporated in 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



 


		(4)	CREDIT
                                                           SUISSE AG (formerly known as CREDIT SUISSE), a company incorporated
                                                           in Switzerland, with its registered office at Paradeplatz 8, 8070 Zurich,
                                                           Switzerland (the “Bank”).



 


WHEREAS:


 


		(A)	this Agreement
                                                           is made on the basis of an agreement reached between the Bank and the
                                                           Borrower reflected in certain written terms sent by the Bank to the
                                                           Borrower in December 2012;



 


		(B)	this Agreement
                                                           is supplemental to a facility agreement dated 26 November 2007, made
                                                           between the Borrower and the Bank (the “Original Agreement”),
                                                           as amended by a first supplemental agreement dated 12 March 2009, a
                                                           second supplemental agreement dated 18 August 2009, a third supplemental
                                                           agreement dated 17 May 2010, a fourth supplemental agreement dated
                                                           21 May 2010, a fifth supplemental agreement dated 12 November 2010
                                                           and a sixth supplemental agreement dated 5 May 2011, each made between
                                                           (inter alios), the Borrower, certain of the Owners, the Manager and
                                                           the Bank (together the “Supplemental Agreements”
                                                           and, together with the Original Agreement, the “Principal
                                                           Agreement”), pursuant to which the Bank agreed to make available
                                                           to the Borrower a reducing revolving credit facility of (originally)
                                                           up to One hundred and twenty million United States Dollars ($120,000,000)
                                                           (of which the aggregate principal amount outstanding at the date hereof
                                                           is Fifty two million United States Dollars ($52,000,000)) upon the
                                                           terms and conditions set out therein;



 


		(C)	the Borrower
                                                           has requested the Bank to consent:



 


		(a)	for
                                                               the period commencing on 28 December 2012 and ending on 31 March
                                                               2014 (both inclusive) (the “Waiver Period”):



 


		(i)	to waive
                                                             the application of clause 8.4.1 (a) of the Principal Agreement on
                                                             the terms set out in more detail in clause 3;



 


		(ii)	to the
                                                              change of the minimum amount of Consolidated Cash and Cash Equivalents
                                                              (as defined in the Principal Agreement) required under clause 8.4.1
                                                              (b) of the Principal Agreement; and



 


		(iii)	to the
                                                               temporary reduction of the Security Requirement (as defined in
                                                               the Principal Agreement) from 133% to 110%; and



 


		(b)	to waive
                                                               any breach of clause 8.4.1 in respect of any Accounting Period
                                                               and any other time between 1 July 2012 and 28 December 2012; and



 




    	 



    	 



    

 


		(D)	this Agreement
                                                           sets out the terms and conditions upon which the Bank shall provide
                                                           its agreement to:



 


		(a)	the
                                                               proposed amendments and waivers set out in recital (C) hereto;



 


		(b)	certain
                                                               other amendments to the terms of the Principal Agreement; and



 


		(c)	certain
                                                               other consequential amendments to the Principal Agreement.



 


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.


 


		1.2	Definitions



 


In
this Agreement, unless the context otherwise requires:


 


“Effective
Date” means the date, being no later than 26 March 2013, on which the Bank notifies the Borrower in writing that the
Bank has received the documents and evidence specified in clause 5 and schedule 1 in a form and substance satisfactory to it;


 


“Facility
Agreement” means the Principal Agreement, as amended by this Agreement;


 


“Mortgage
Addendum” means, in relation to each of the m.v.s River Globe, Tiara Globe and Sky Globe, the second amendment
to the Mortgage over each such Ship, and in relation to the Star Globe, the first amendment to the Mortgage over that Ship,
each made or (as the context may require) to be made between the relevant Owner and the Bank in the form set out in schedule 2
and “Mortgage Addenda” means any of them;


 


“Relevant
Documents” means, together, this Agreement and the Mortgage Addenda and “Relevant Document” means
any of them; and


 


“Relevant
Parties” means the Borrower, the Owners, the Manager or, where the context so requires or permits, means any or all
of them.


 


		1.3	Principal
                                                                  Agreement



 


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


 




    	2



    	 



    

 


		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
                                                             include 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 the terms thereof, or, as the case may
                                                             be, with the agreement of the relevant parties;



 


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



 


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



 


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



 


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



 


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



 


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



 


		1.6	Third
                                                                                    Party Rights



 


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


 


		2	Agreement
                                                                                  of Bank



 


The
Bank, relying upon the representations and warranties made by each of the Relevant Parties in clause 4, agrees with the Borrower
that, 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 26 March 2013, of the conditions contained in clause 5 and schedule 1, the Bank agrees, with
effect on and from the Effective Date:


 


		(a)	to
                                                                waive the application of clause 8.4.1 (a) in respect of any Accounting
                                                                Period ending during the Waiver Period;



 


		(b)	to
                                                                waive any breach of clause 8.4.1 in respect of any Accounting
                                                                Period and any other time between 1 July 2012 and 28 December
                                                                2012; and



 


		(c)	to
                                                                the amendments of the Principal Agreement on the terms set out
                                                                in clause 3.



 


		3	Amendments
                                                                to Principal Agreement



 


		3.1	Amendments



 


The
Principal Agreement shall, with effect on and from the Effective Date, be (and it 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 Bank and the Borrower in accordance
with its terms as so amended:


 




    	3



    	 



    

 


		3.1.1	by deleting
                                                             in clause 1.2 of the Principal Agreement the definition of “Capital
                                                             Adequacy Law” and by inserting in its place the following
                                                             new definition of “Capital Adequacy Law”:



 


““Capital
Adequacy Law” means any law or any regulation (whether or not having the force of law, but, if not having the force
of law, with which the Bank or, as the case may be, its holding company habitually complies), including (without limitation) those
relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or
monetary controls or requirements which affect the manner in which the Bank allocates capital resources to its obligations hereunder
(including, without limitation, those resulting from the implementation or application of or compliance with the Basel II Accord,
the Basel III Accord, any Basel II Regulation or any Basel III Regulation);”;


 


		3.1.2	by
                                                                                                                             deleting
                                                                                                                             semi-colon
                                                                                                                             and
                                                                                                                             inserting
                                                                                                                             a
                                                                                                                             comma
                                                                                                                             at
                                                                                                                             the
                                                                                                                             end
                                                                                                                             of
                                                                                                                             paragraph
                                                                                                                             (b)
                                                                                                                             of
                                                                                                                             the
                                                                                                                             definition
                                                                                                                             of
                                                                                                                             “LIBOR”
                                                                                                                             in
                                                                                                                             clause
                                                                                                                             1.2
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Principal
                                                                                                                             Agreement
                                                                                                                             and
                                                                                                                             adding
                                                                                                                             the
                                                                                                                             following
                                                                                                                             words
                                                                                                                             as
                                                                                                                             a
                                                                                                                             floating
                                                                                                                             paragraph
                                                                                                                             after
                                                                                                                             such
                                                                                                                             paragraph
                                                                                                                             (b):



 


“and
if any such rate is below zero, LIBOR will be deemed to be zero;”;


 


		3.1.3	by deleting
                                                             in clause 1.2 of the Principal Agreement the definition of “Margin”
                                                             and by inserting in its place the following new definition of
                                                             “Margin”:



 


““Margin”
means:


 


		(a)	from
                                                               the date of this Agreement until 26 February 2009, zero point nine
                                                               five per cent (0.95%) per annum;



 


		(b)	from
                                                               27 February 2009 until 31 January 2010, one point seven five per
                                                               cent (1 .75%) per annum;



 


		(c)	from
                                                               1 February 2010 until 30 September 2010, zero point nine five per
                                                               cent (0.95%) per annum;



 


		(d)	from
                                                               1 October 2010 until 29 June 2011, zero point seven five per cent
                                                               (0.75%) per annum;



 


		(e)	from
                                                               30 June 2011 until 6 July 2011, zero point nine five per cent (0.95%)
                                                               per annum;



 


		(f)	from
                                                               7 July 2011 until 27 November 2011, zero point seven five per cent
                                                               (0.75%) per annum;



 


		(g)	from
                                                               28 November 2011 until 27 December 2012, zero point nine five per
                                                               cent (0.95%) per annum;



 


		(h)	from
                                                               28 December 2012 until 31 March 2014, two point one zero per cent
                                                               (2.10%) per annum;



 


		(i)	from
                                                               1 April 2014 and at all times thereafter, zero point nine five
                                                               per cent (0.95%) per annum, but subject to paragraph U) below;
                                                               or



 


		(j)	for
                                                               any period (after 1 April 2014) determined by the Bank during which
                                                               the Security Value is higher than two hundred per cent (200%) of
                                                               the aggregate of (i) the Loan and (ii)
                                                               the Swap Exposure minus (iii) any balance then standing
                                                               to the credit of the Security Accounts, zero point seven five per
                                                               cent (0 .75%) per annum;”;



 




    	4



    	 



    

 


		3.1.4	by deleting
                                                             in clause 1.2 of the Principal Agreement the definition of “Security
                                                             Requirement” and by inserting in its place the following
                                                             new definition of “Security Requirement”:



 


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


 


		(a)	for
                                                               the period commencing on the date of this Agreement and ending
                                                               on 27 December 2012, one hundred and thirty three per cent (133%);



 


		(b)	for
                                                               the period commencing 28 December 2012 and ending on 31 March 2014,
                                                               one hundred and ten per cent (110%); and



 


		(c)	from
                                                               1 April 2014 and at all times thereafter, one hundred and thirty
                                                               three per cent (133%),



 


in
each case of the aggregate of:


 


		(i)	the Loan
                                                             at that time; plus



 


		(ii)	the Swap
                                                              Exposure at such time; minus



 


		(iii)	the
                                                               aggregate amount, if any, standing to the credit of the Security
                                                               Accounts at such time;”;



 


		3.1.5	by deleting
                                                             in clause 1.2 of the Principal Agreement the definition of “Supplemental
                                                             Agreements” and by inserting in its place the following
                                                             new definition of “Supplemental Agreements”:



 


““Supplemental
Agreements” means together the First Supplemental Agreement, the Second Supplemental Agreement, the Third Supplemental
Agreement, the Fourth Supplemental Agreement, the Fifth Supplemental Agreement, the Sixth Supplemental Agreement and the Seventh
Supplemental Agreement;”;


 


		3.1.6	by inserting
                                                             the words “the New Mortgage Addenda,” after the words
                                                             “the Mortgage Addenda,” in the definition of the “Security
                                                             Documents” in clause 1.2 of the Principal Agreement;



 


		3.1.7	by deleting
                                                             the words “Basel 2” in all relevant definitions in clause
                                                             1.2 of the Principal Agreement as well as in all other clauses of
                                                             the Principal Agreement where they may appear and by inserting in
                                                             their place the words “Basel II”;



 


		3.1.8	by inserting
                                                             at the end of clause 1.4.3 of the Principal Agreement the following
                                                             words:



 


“or
any Basel III Regulation”;


 


		3.1.9	by inserting
                                                             the word “and” at the end of clause 1.4.7 of the Principal
                                                             Agreement and by deleting the word “and” at the end of
                                                             clause 1.4.8 of the Principal Agreement and clause 1.4.9 of the Principal
                                                             Agreement in its entirety;



 


		3.1.10	by inserting
                                                              in the correct alphabetical order in clause 1.2 of the Principal
                                                              Agreement the following new definitions of “Applicable
                                                              Law”, “Basel III Accord”, “Basel
                                                              III Regulation” “Existing Facility Agreements”,
                                                              “Fifth Supplemental Agreement,”, “Sixth
                                                              Supplemental Agreement”, “New Mortgage Addenda”
                                                              and “Seventh Supplemental Agreement”:



 


““Applicable
Law”:


 


		(a)	means,
                                                               in relation to any jurisdiction, any law, regulation, treaty, directive,
                                                               decision, rule, regulatory requirement, judgment, order, ordinance,
                                                               request, guideline or direction or any other act of any government
                                                               entity of such jurisdiction whether or not having the force of
                                                               law and with which any party to this Agreement is required to comply,
                                                               or with which it would, in the normal course of its business, comply;”;
                                                               and



 




    	5



    	 



    

 


		(b)	means
                                                               any Basel II Regulation or any Basel III Regulation applicable
                                                               to the Bank;”;



 


““Basel
III Accord” means, together, “Basel III: A global regulatory framework for more resilient banks and banking systems”
and “Basel III: International framework for liquidity risk measurement, standards and monitoring” both published by
the Basel Committee on Banking Supervision on 16 December 2010, in either case in the form existing on the date of the Seventh
Supplemental Agreement;”;


 


““Basel
III Regulation” means any Applicable Law implementing the Basel III Accord save and to the extent that it re-enacts
a Basel II Regulation;”;


 


““Existing
Facility Agreement'''' means each of the existing facility agreement between (inter alios) the Borrower as borrower and Commerzbank
AG as agent and the existing facility agreement between the Borrower as borrower and DVB Bank SE, as lender, as amended from time
to time and “Existing Facility Agreements” means either or both of them;”;


 


““Fifth
Supplemental Agreement” means the agreement dated 12 November 2010, made between (inter alios) (1) the Borrower and
(2) the Bank, supplemental to this Agreement;”;


 


““Sixth
Supplemental Agreement” means the agreement dated 5 May 2011, made between (inter alios) (1) the Borrower and (2) the
Bank, supplemental to this Agreement;”;


 


““New
Mortgage Addenda” has the meaning given to “Mortgage Addenda” in the Seventh Supplemental Agreement;”;
and


 


““Seventh
Supplemental Agreement” means the agreement dated 26 March 2013, made between (inter alios) (1) the Borrower and (2)
the Bank, supplemental to this Agreement;”;


 


		3.1.11	by deleting
                                                              clause 8.3.6 of the Principal Agreement in its entirety and by replacing
                                                              it with the following new clause 8.3.6:



 


		“8.3.6	Share
                                                                        capital and distribution



 


purchase
or otherwise acquire for value any shares of its capital or declare or pay any dividends in relation to the common shares in the
Borrower or distribute any of its present or future assets, undertaking, rights or revenues to any of its shareholders provided
however that at any time after 31 March 2014 the Borrower may declare or pay dividends to its shareholders if no Default shall
have occurred at the time of declaration or payment of such dividends nor would occur as a result of the declaration or payment
of such dividends;”;


 


		3.1.12	by deleting
                                                              paragraph 8.4.1 (b) of the Principal Agreement in its entirety and
                                                              by replacing it with the following new paragraph 8.4.1 (b):



 


		“(b)	Liquidity



 


		(i)	subject
                                                             as provided in paragraph (ii) below, it maintains at the end of each
                                                             Accounting Period and at all other times during the Security Period,
                                                             Consolidated Cash and Cash Equivalents in an amount which is not
                                                             less than the higher of:



 


		(A)	$10,000,000;
                                                               and



 


		(B)	Six
                                                               Month Debt Service; and



 




    	6



    	 



    

 


		(ii)	at the
                                                              end of each Accounting Period ending between 28 December 2012 and
                                                              31 March 2014 and at all other times during such period, it maintains
                                                              Consolidated Cash and Cash Equivalent in an amount which is not
                                                              less than the higher of:



 


		(A)	$5,000,000;
                                                               and



 


		(B)	Six
                                                               Month Debt Service,”;



 


		3.1.13	by inserting
                                                              the words “(including, without limitation, any information
                                                              concerning the Existing Facility Agreements)”, after the words
                                                              “operations and affairs”, in clause 8.1.7 of the Principal
                                                              Agreement;



 


		3.1.14	by inserting
                                                              the following new clauses 8.5, 8.6 and 8.7 after clause 8.4 of the
                                                              Principal Agreement;



 


“8.5
Sanctions


 


		8.5.1	The
                                                                 Borrower understands that the Bank is (be it due to applicable
                                                                 laws or be it due to internal rules and regulations) prohibited
                                                                 from conducting transactions including finance transactions with
                                                                 the government of, or any person or entity owned or controlled
                                                                 by the government of, “Restricted Countries” or “
                                                                 Restricted Persons”.



 


		8.5.2	The
                                                                 Borrower confirms and undertakes that it shall not, and it will
                                                                 procure that no other Security Party will, transfer, make use
                                                                 of or provide the benefits of any money, proceeds or services
                                                                 provided by or received from the Bank to any Restricted Persons
                                                                 or conduct any business activity (such as entering into any ship
                                                                 acquisition agreement, any ship refinancing agreement and/or
                                                                 any charter agreement) related to a vessel, project, asset or
                                                                 otherwise for which money, proceeds or services have been received
                                                                 from the Bank with any Restricted Persons.



 


		8.5.3	In
                                                                 this clause 8.5:



 


“Restricted
Countries” means Cuba, Iran, Myanmar, North Korea, Sudan and Syria and any additional countries notified by the Bank
to the Borrower based on respective sanctions being imposed by the United States Treasury Department's Office of Foreign Assets
Control (“OFAC”) or any of the regulative bodies referred to in the definition of Restricted Persons.


 


“Restricted
Persons” means persons, entities or any other parties (i) located, domiciled, resident or incorporated in Restricted
Countries, and/or (ii) subject to any sanction administrated by the United Nations, the European Union, the State Secretariat
for Economic Affairs of Switzerland (“SECO”), OFAC, the HM Treasury of the United Kingdom, the Monetary Authority
of Singapore (“MAS”) and the Hong Kong Monetary Authority (“HKMA”) and/or any other applicable
country and/or (iii) owned or controlled by or affiliated with persons, entities or any other parties as referred to in (i) and/or
(ii) above.


 


		8.6	Most
                                                                      favoured nation



 


		8.6.1	Without
                                                                 prejudice to the provisions of clause 8.3, the Borrower undertakes
                                                                 with the Bank that it will not, and will procure that no other
                                                                 member of the Group will agree with, for the benefit of, or in
                                                                 favour of, any lender or creditor (including Commerzbank AG and
                                                                 DVB Bank SE) of any Borrowed Money incurred by the relevant member
                                                                 of the Group before the date of the Seventh Supplemental Agreement,
                                                                 any amendments or other arrangements (including in the context
                                                                 of any waivers) (the more favourable rights), which are
                                                                 in any respect more favourable to such lender or creditor than
                                                                 the provisions of the Seventh Supplemental Agreement are in favour
                                                                 of the Bank.



 


		8.6.2	Without
                                                                 prejudice to clause 8.6.1 and the consequences of their breach
                                                                 by the Borrower under clause 10, in the event and each time that
                                                                 the Borrower or any other member of the Group agree to, or grant,
                                                                 or agree to grant, any more favourable rights in breach of clause
                                                                 8.6.1, the Borrower undertakes and agrees with the Bank:



 




    	7



    	 



    

 


		(a)	to notify
                                                               the Bank forthwith after the relevant agreement to, or the granting
                                                               of or any agreement to grant (as the case may be), such more favourable
                                                               rights;



 


		(b)	to agree
                                                               to, provide and grant, such more favourable rights also in favour
                                                               of the Bank under or in connection with this Agreement and the
                                                               other Security Documents (and the transactions contemplated thereunder),
                                                               by entering into (and/or by procuring that any Security Party or
                                                               any other person entering into) such documentation as the Bank
                                                               shall reasonably require, immediately after the Bank's request
                                                               to the Borrower; and



 


		(c)	any
                                                                                 such more favourable rights shall in any event
                                                                                 apply to this Agreement and the other Security
                                                                                 Documents automatically from the time they are
                                                                                 granted to any other creditor or creditors, and
                                                                                 irrespective of whether the Borrower and the
                                                                                 other Security Parties have complied with their
                                                                                 other obligations under this clause 8.6, except
                                                                                 if the Bank at any time advises the Borrower
                                                                                 that such or certain of such more favourable
                                                                                 rights will not so apply and always without prejudice
                                                                                 to the terms and conditions of this Agreement
                                                                                 and the other Security Documents.



 


		8.7	No
                                                                      restructuring



 


The
Borrower undertakes that each Existing Facility Agreement will be maintained on a stand alone basis with the Bank as an independent
facility agreement each comprising an independent credit facility to the Borrower, and that the Borrower will not participate
into any restructuring or rescheduling or any other amendments or similar arrangements with the relevant lenders of either of
the Existing Facility Agreements without the Bank's prior written consent. “;


 


		3.1.15	by inserting
                                                              the words “or 8.5 or 8.6 or 8.7” after the words “or
                                                              8.4 of the Principal Agreement”;



 


		3.1.16	by
                                                                                  deleting clause 14.3 and clause 14.4 in their
                                                                                  entirety and by replacing them with the following
                                                                                  new clause 14.3 and new clause 14.4 respectively:



 


		“14.3	Assignment
                                                                                                                   by Bank



 


The
Bank may assign all or any part of its rights under this Agreement or under any of the other Security Documents to any other bank
or financial institution (an “Assignee”) with the prior written consent of the Borrower (such consent not to
be unreasonably withheld and the request for which to be promptly responded to) unless (a) the Assignee shall be a Related Company
of the Bank or (b) an Event of Default has occurred (in which cases no such consent shall be required, the Borrower consenting
to such assignment by its execution of this Agreement and the Seventh Supplemental Agreement).


 


		14.4	Transfer



 


The
Bank may transfer all or any part of its rights, benefits and/or obligations under this Agreement and/or any of the other Security
Documents to anyone or more banks or other financial institutions (a “Transferee”) with the prior written consent
of the Borrower (such consent not to be unreasonably withheld and the request for which to be promptly responded to) unless (a)
the Transferee shall be a Related Company of the Bank or (b) an Event of Default has occurred (in which cases no such consent
shall be required, the Borrower consenting to such transfer by its execution of this Agreement and the Seventh Supplemental Agreement).
For any such transfer to become effective, the Transferee must, by delivery of such undertaking as the Bank may approve, become
bound by the terms of this Agreement and agree to perform all or, as the case may be, part of the Bank's obligations under this
Agreement”;


 




    	8



    	 



    

 






 


		3.1.17	by deleting
                                                              clause 14.7 of the Principal Agreement in its entirety and by replacing
                                                              it with the following new clause 14.7:



 


		“14.7	Disclosure
                                                                                                of information



 


The
Borrower authorises the Bank to disclose all information related or connected to:


 


		a)	any Ship
                                                            or any other vessel owned or operated by a Security Party;



 


		b)	the negotiation,
                                                            drafting and content of this Agreement and the Security Documents;



 


		c)	the Loan;
                                                            or



 


		d)	any Security
                                                            Party,



 


to
any prospective assignee, transferee or to any other person who may propose entering into contractual relations with the Bank
in relation to the Agreement and to any service provider (included but not limited to professional advisers, auditors, lawyers,
accountants, surveyors, valuers, insurers, insurance advisers and brokers) or other party which the Bank may in its discretion
deem necessary or desirable in any connection with this Agreement or any other Security Document, or the protection or enforcement
of its rights thereunder.";


 


		3.1.18	by inserting
                                                              the following paragraphs at the end of clause 15.1 of the Principal
                                                              Agreement:



 


"The
Bank and the Borrower, agree that all information, orders, and instructions that may arise as a result of this Agreement can be
sent via e-mail. The Bank is authorized to send information to any e-mail address that the Borrower has previously given the Bank
in writing or of which it is aware from e-mail communication with the Borrower. In addition, the Borrower authorizes the Bank
to communicate via e-mail with third parties who are likewise affected by the services provided by the Bank. The Bank is entitled
to assume that all the orders and instructions emailed by the Borrower or a third party deSignated by the Borrower within the
scope of this Agreement are from an authorized individual, irrespective of the existing signatory rights in accordance with the
commercial register (or any other applicable equivalent document) or the specimen signature provided to the Bank. The Borrower
is aware of the following risks of exchanging information electronically:


 


		(a)	the
                                                                 unencrypted information is transported over an open, publicly
                                                                 accessible network and can, in principle, be viewed by others,
                                                                 thereby allowing conclusions to be drawn about a banking relationship;



 


		(b)	the
                                                                 information can be changed by a third party;



 


		(c)	the
                                                                 identity of the sender (e-mail address) can be assumed or otherwise
                                                                 manipulated; and



 


		(d)	the
                                                                                                     exchange of information can
                                                                                                     be delayed or interrupted
                                                                                                     due to transmission errors,
                                                                                                     technical faults, interruption,
                                                                                                     malfunctions, illegal interventions,
                                                                                                     network overload, the malicious
                                                                                                     blocking of electronic access
                                                                                                     by third parties, or other
                                                                                                     shortcomings on the part
                                                                                                     of the network provider.
                                                                                                     Time-critical orders and
                                                                                                     instructions might not be
                                                                                                     processed on time.



 


Therefore,
the Borrower is advised to use another suitable means of communication for these types of orders and instructions."; and


 




    	9



    	 



    

 


		3.1.19	by deleting
                                                              the title in the form of the Drawdown Notice in Schedule 1 of the
                                                              Principal Agreement and by inserting the following new title:



 


"US$120,000,000
Reducing Revolving Credit Facility


 


Facility
Agreement dated 26 November 2007, as amended by a first supplemental agreement dated 12 March 2009, a second supplemental agreement
dated 18 August 2009, a third supplemental agreement dated 17 May 2010, a fourth supplemental agreement dated 21 May 2010, a fifth
supplemental agreement dated 12 November 2010, a sixth supplemental agreement dated 5 May 2011 and a seventh supplemental agreement
dated 26 March 2013".


 


		3.2	Continued
                                                                  force and effect



 


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


 


		4	Representations
                                                                and warranties



 


		4.1	Primary
                                                                  representations and warranties



 


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


 


		4.1.1	Existing
                                                             representations and warranties



 


the
representations and warranties set out in clause 7 of the Principal Agreement, clause 4 of each Owner's Guarantee and clause 3
of each Manager's Undertaking were true and correct on the date of the Principal Agreement 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



 


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


 


		4.1.3	Binding
                                                             obligations



 


the
Relevant Documents to which it is or is to be a party constitute valid and legally binding obligations of each of the Relevant
Parties enforceable in accordance with their terms;


 


		4.1.4	No conflict
                                                             with other obligations



 


the
execution, delivery and performance of the Relevant Documents to which it is or is to be a party by each of the Relevant Parties
will not (i) contravene any existing law, statute, rule or regulation or any judgment, decree or permit to which any of the Relevant
Parties 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 any of the Relevant Parties is a party or 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 any of the Relevant Parties or (iv) result
in the creation or imposition of or oblige any of the Relevant Parties to create any Encumbrance (other than a Permitted Encumbrance)
on any of the undertaking, assets, rights or revenues of any of the Relevant Parties;


 




    	10



    	 



    

 


		4.1.5	No
                                                                                                                                                         filings
                                                                                                                                                         required



 


save
for the registration of the Mortgage Addenda with the relevant Registry, it is not necessary to ensure the legality, validity,
enforceability or admissibility in evidence of any of the Relevant Documents that they 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 the Relevant Documents and each of the Relevant
Documents 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 and the choice of the laws of the Republic of the Marshall Islands to govern the
Mortgage Addenda, and the submissions by the Relevant Parties to the non-exclusive jurisdiction of the English courts, are valid
and binding; and


 


		4.1.7	Consents
                                                                                                                                                                                                                                                                     obtained



 


every
consent, authorisation, licence or approval of, or registration or declaration to, governmental or public bodies or authorities
or courts required by any of the Relevant Parties in connection with the execution, delivery, validity, enforceability or admissibility
in evidence of the Relevant Documents to which it is or will become a party or the performance by any of the Relevant Parties
of their respective obligations under such documents 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, clause 4 of each Owner's Guarantee, clause 3
of each Manager's Undertaking and clause 7 of the Principal Agreement shall be deemed to be repeated by each of the Relevant Parties
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.


  




    	11



    	 



    

 


		6	Relevant
                                                                Parties' confirmation



 


		6.1	Guarantees



 


Each
of the Owners hereby confirms its consent to the amendments of the Principal Agreement, the waivers of the Bank and the other
arrangements contained in this Agreement and further acknowledges and agrees that:


 


		6.1.1	the
                                                                                                                                                                                             Owner's
                                                                                                                                                                                             Guarantee
                                                                                                                                                                                             and
                                                                                                                                                                                             any
                                                                                                                                                                                             other
                                                                                                                                                                                             Security
                                                                                                                                                                                             Document
                                                                                                                                                                                             to
                                                                                                                                                                                             which
                                                                                                                                                                                             that
                                                                                                                                                                                             Owner
                                                                                                                                                                                             is
                                                                                                                                                                                             a
                                                                                                                                                                                             party
                                                                                                                                                                                             and
                                                                                                                                                                                             the
                                                                                                                                                                                             obligations
                                                                                                                                                                                             of
                                                                                                                                                                                             that
                                                                                                                                                                                             Owner
                                                                                                                                                                                             thereunder,
                                                                                                                                                                                             shall
                                                                                                                                                                                             remain
                                                                                                                                                                                             and
                                                                                                                                                                                             continue
                                                                                                                                                                                             in
                                                                                                                                                                                             full
                                                                                                                                                                                             force
                                                                                                                                                                                             and
                                                                                                                                                                                             effect
                                                                                                                                                                                             notwithstanding
                                                                                                                                                                                             the
                                                                                                                                                                                             said
                                                                                                                                                                                             amendments
                                                                                                                                                                                             of
                                                                                                                                                                                             the
                                                                                                                                                                                             Principal
                                                                                                                                                                                             Agreement,
                                                                                                                                                                                             the
                                                                                                                                                                                             waivers
                                                                                                                                                                                             of
                                                                                                                                                                                             the
                                                                                                                                                                                             Bank
                                                                                                                                                                                             and
                                                                                                                                                                                             the
                                                                                                                                                                                             other
                                                                                                                                                                                             arrangements
                                                                                                                                                                                             contained
                                                                                                                                                                                             in
                                                                                                                                                                                             this
                                                                                                                                                                                             Agreement;
                                                                                                                                                                                             and



 


		6.1.2	with
                                                                                                                                                                                             effect
                                                                                                                                                                                             from
                                                                                                                                                                                             the
                                                                                                                                                                                             Effective
                                                                                                                                                                                             Date,
                                                                                                                                                                                             references
                                                                                                                                                                                             in
                                                                                                                                                                                             the
                                                                                                                                                                                             Owner's
                                                                                                                                                                                             Guarantee
                                                                                                                                                                                             and
                                                                                                                                                                                             any
                                                                                                                                                                                             other
                                                                                                                                                                                             Security
                                                                                                                                                                                             Document
                                                                                                                                                                                             to
                                                                                                                                                                                             which
                                                                                                                                                                                             that
                                                                                                                                                                                             Owner
                                                                                                                                                                                             is
                                                                                                                                                                                             a
                                                                                                                                                                                             party
                                                                                                                                                                                             to
                                                                                                                                                                                             the
                                                                                                                                                                                             "Agreement"
                                                                                                                                                                                             or
                                                                                                                                                                                             "the
                                                                                                                                                                                             Facility
                                                                                                                                                                                             Agreement"
                                                                                                                                                                                             or
                                                                                                                                                                                             the
                                                                                                                                                                                             "Loan
                                                                                                                                                                                             Agreement"
                                                                                                                                                                                             (or
                                                                                                                                                                                             such
                                                                                                                                                                                             other
                                                                                                                                                                                             equivalent
                                                                                                                                                                                             or
                                                                                                                                                                                             similar
                                                                                                                                                                                             references)
                                                                                                                                                                                             shall
                                                                                                                                                                                             henceforth
                                                                                                                                                                                             be
                                                                                                                                                                                             references
                                                                                                                                                                                             to
                                                                                                                                                                                             the
                                                                                                                                                                                             Principal
                                                                                                                                                                                             Agreement
                                                                                                                                                                                             as
                                                                                                                                                                                             amended
                                                                                                                                                                                             and
                                                                                                                                                                                             supplemented
                                                                                                                                                                                             by
                                                                                                                                                                                             this
                                                                                                                                                                                             Agreement
                                                                                                                                                                                             and
                                                                                                                                                                                             as
                                                                                                                                                                                             from
                                                                                                                                                                                             time
                                                                                                                                                                                             to
                                                                                                                                                                                             time
                                                                                                                                                                                             hereafter
                                                                                                                                                                                             amended,
                                                                                                                                                                                             and
                                                                                                                                                                                             shall
                                                                                                                                                                                             also
                                                                                                                                                                                             be
                                                                                                                                                                                             deemed
                                                                                                                                                                                             to
                                                                                                                                                                                             include
                                                                                                                                                                                             this
                                                                                                                                                                                             Agreement
                                                                                                                                                                                             and
                                                                                                                                                                                             the
                                                                                                                                                                                             obligations
                                                                                                                                                                                             of
                                                                                                                                                                                             the
                                                                                                                                                                                             Borrower
                                                                                                                                                                                             hereunder.



 


		6.2	Security
                                                                  Documents



 


Each
of the Relevant Parties hereby confirms its consent to the amendments to the Principal Agreement, the waivers of the Bank and
the other arrangements contained in this Agreement and further acknowledges and agrees that:


 


		6.2.1	each of
                                                             the Security Documents to which it is a party, and its obligations
                                                             thereunder, shall remain in full force and effect
                                                             notwithstanding the said amendments made to the Principal
                                                             Agreement, the waivers of the Bank and the other arrangements contained
                                                             in this Agreement; and



 


		6.2.2	with effect
                                                             from the Effective Date, references to "the Agreement"
                                                             or "the Facility Agreement"
                                                             or the "the Loan Agreement" (or such other equivalent
                                                             or similar references) in any of the Security Documents to which
                                                             it is a party shall henceforth be references to the Principal Agreement,
                                                             as amended by this Agreement and as from time to time hereafter amended
                                                             and shall also be deemed to include the obligations of the Borrower
                                                             hereunder.



 


		7	Fees
                                                                and Expenses



 


		7.1	Fees



 


The
Borrower shall pay to the Bank on the date of this Agreement an up-front amendment fee of Twenty six thousand Dollars ($26,000).


 


		7.2	Expenses



 


The
Borrower agrees 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:


 


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



 


		7.2.2	in
                                                                                                 contemplation of, or otherwise
                                                                                                 in connection with, the enforcement
                                                                                                 of, or preservation of any rights
                                                                                                 under this Agreement or the other
                                                                                                 Relevant Documents or otherwise
                                                                                                 in respect of the monies owing
                                                                                                 and obligations incurred under
                                                                                                 this Agreement and the other
                                                                                                 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 judgment).



  




    	12



    	 



    

 


		7.3	Value
                                                                  Added Tax



 


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


 


		7.4	Stamp
                                                                  and other duties



 


The
Borrower agrees 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 this Agreement and the other Relevant Documents and shall
indemnify the Bank against any liability arising by reason of any delay or omission by the Borrower to pay such duties or taxes.


 


		8	Miscellaneous
                                                                and notices



 


		8.1	Notices



 


The
provisions of clause 15.1 of the Principal Agreement shall extend and apply to the giving or making of notices or demands hereunder
as if the same were expressly stated herein. 


 


		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.



 


		9	Applicable
                                                                law



 


		9.1	Law



 


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


 


		9.2	Submission
                                                                  to jurisdiction



 


Each
of the Relevant Parties agrees, for the benefit of the Bank, that any legal action or proceedings arising out of or in connection
with this Agreement (including any non-contractual obligations connected with it) against any of the Relevant Parties or 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, London EC2V 8AE, 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 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. The
parties further agree 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 (including
any non-contractual obligations connected with it).


 


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


 




    	13



    	 



    

 


Schedule
1


 


Documents
and evidence required as conditions precedent


 


(referred
to in clause 5.1)


 


		1	Corporate
                                                                authorisation



 


In
relation to each of the Relevant Parties:


 


		(a)	Constitutional
                                                                      documents



 


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


 


		(b)	Resolutions



 


copies
of resolutions of each of its board of directors and its shareholders approving such of the Relevant Documents to which it is
or is to be a party and the terms and conditions hereof and thereof and authorising the signature, delivery and performance of
each such party's obligations thereunder, certified (in a certificate dated no earlier than fifteen (15) Banking Days prior to
the date of this Agreement) by an officer of such Relevant Party:


 


		(1)	being
                                                             true and correct;



 


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



 


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



 


		(4)	being
                                                             in full force and effect



 


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


 


		(c)	Certificate
                                                                      of incumbency



 


a
list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate
dated no earlier than fifteen (15) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be
true, complete and up to date;


 


		2	Consents



 


a
certificate (dated no earlier than fifteen (15) Banking Days prior to the date of this Agreement) from an officer of each of the
Relevant Parties stating that no consents, authorisations, licences or approvals are necessary for such Relevant Party to authorise,
or are required by each of the Relevant Parties or any other party (other than the Bank) in connection with, the execution, delivery
and performance of the Relevant Documents to which they are or will be a party;


 


		3	Relevant
                                                                Documents



 


this
Agreement and the Mortgage Addenda, each duly executed by the Relevant Parties;


  




    	14



    	 



    

 


		4	Mortgage
                                                                Addenda Registration



 


evidence
that the Mortgage Addenda have been registered against the Ships under the laws and flag of the relevant Flag States through the
relevant Registries;


 


		5	Interest
                                                                Payment



 


payment
by the Borrower of the amount of $146,177.78, being the interest due and payable to the Bank as a result of the retroactive increase
of the Margin under this Agreement with effect from 28 December 2012 (namely, for the outstanding balance of the Loan on and after
28 December 2012), for the period between 28 December 2012 and the Effective Date;


 


		6	Legal
                                                                opinion



 


an
opinion of Messrs Reeder & Simpson, special legal advisers on matters of Marshall Islands law to the Bank; and


 


		7	Process
                                                                agent



 


an
original or certified true copy of a letter from the agent for receipt of service of proceedings of each Relevant Party accepting
its appointment under this Agreement or any other Relevant Document as process agent of each Relevant Party.


 




    	15



    	 



    

 


Schedule
2


 


Form
of Mortgage Addendum


 


  




    	16



    	 



    

 


AMENDMENT
NO.2 TO FIRST PREFERRED MORTGAGE


 


THIS AMENDMENT
NO. 2 TO FIRST PREFERRED MORTGAGE (this "Amendment") is made this 26 day of March 2013 between DOMINA MARITIME
LTD., a corporation organized and existing under the laws of the Marshall Islands, having its registered address at Trust Company
Complex, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands MH 96960, (the "Owner"), and CREDIT SUISSE
AG (formerly known as CREDIT SUISSE) of Paradeplatz 8, 8070 Zurich, Switzerland (the "Mortgagee"), and is supplemental
to a First Preferred Mortgage dated 19 May 2010 made by the Owner in favor of the Mortgagee on the Marshall Islands registered
motor vessel SKY GLOBE (the "Vessel"), Official No. 3949, of 32,929 tons gross and 19,132 tons net register,
and which Mortgage was recorded in the Indexes maintained by the Maritime Administrator of the Republic of Marshall Islands at
10:19 A.M., E.E.S.T. at Piraeus, Greece (May 19,2010 at 03:19 A.M .. , E.D.S.T). on 19 May 2010 in Book PM21 at Page 397, and
which mortgage was amended by an Amendment No.1 thereto dated 25 May 2010 and which Amendment No.1 was recorded in the Indexes
maintained by the Maritime Administrator of the Republic of Marshall Islands at 10:39 A.M., E.E.S.T. at Piraeus, Greece (May 25,
2010 at 03:39 A.M., E.D.S.T.) on 25 May 2010 in Book PM21 at Page 425 (hereinafter together called the "Mortgage").


 


WHEREAS:


 


		A.	The Owner
                                                          granted the Mortgage to the Mortgagee as security for its Corporate
                                                          Guarantee (as defined in the Mortgage), of (i) the Loan (as defined
                                                          in the Mortgage) interest thereon and all other sums of money owing
                                                          to the Mortgagee by GLOBUS MARITIME LIMITED (the "Borrower")
                                                          under that certain Facility Agreement dated 26 November 2007, as amended
                                                          by a first supplemental agreement dated 12 March 2009, made between,
                                                          inter alios, the Borrower, the Owner, Globus Shipmanagement Corp. (the
                                                          "Manager") and the Mortgagee, a second supplemental
                                                          agreement dated 18 August 2009, made between, inter alios, the Borrower,
                                                          the Owner, the Manager and the Mortgagee (the "Second Supplemental
                                                          Agreement"), a third supplemental agreement dated 17 May 2010,
                                                          made between, inter alios, the Borrower, the Owner, the Manager and
                                                          the Mortgagee and a fourth supplemental agreement dated 21 May 2010,
                                                          made between, inter alios, the Borrower, the Owner, the Manager and
                                                          the Mortgagee (together, the "Principal Agreement"),
                                                          and (ii) the debts and obligations arising or that may arise in favour
                                                          of the Mortgagee under the Master Swap Agreement (as defined in the
                                                          Mortgage) up to the maximum amount of Twenty Four Million Dollars ($24,000,000).



 


		B.	The
                                                                                                                          Principal
                                                                                                                          Agreement
                                                                                                                          has
                                                                                                                          been
                                                                                                                          further
                                                                                                                          amended
                                                                                                                          by a
                                                                                                                          fifth
                                                                                                                          supplemental
                                                                                                                          agreement
                                                                                                                          dated
                                                                                                                          12 November
                                                                                                                          2010
                                                                                                                          (the
                                                                                                                          "Fifth
                                                                                                                          Supplemental
                                                                                                                          Agreement'),
                                                                                                                          a sixth
                                                                                                                          supplemental
                                                                                                                          agreement
                                                                                                                          dated
                                                                                                                          5 May
                                                                                                                          2011
                                                                                                                          (the
                                                                                                                          "Sixth
                                                                                                                          Supplemental
                                                                                                                          Agreement")
                                                                                                                          and
                                                                                                                          a seventh
                                                                                                                          supplemental
                                                                                                                          agreement
                                                                                                                          dated
                                                                                                                          26 March
                                                                                                                          2013
                                                                                                                          (the
                                                                                                                          "Seventh
                                                                                                                          Supplemental
                                                                                                                          Agreement"
                                                                                                                          and
                                                                                                                          together
                                                                                                                          with
                                                                                                                          the
                                                                                                                          Principal
                                                                                                                          Agreement,
                                                                                                                          the
                                                                                                                          Fifth
                                                                                                                          Supplemental
                                                                                                                          Agreement
                                                                                                                          and
                                                                                                                          the
                                                                                                                          Sixth
                                                                                                                          Supplemental
                                                                                                                          Agreement
                                                                                                                          hereinafter
                                                                                                                          called
                                                                                                                          the
                                                                                                                          "Amended
                                                                                                                          Loan
                                                                                                                          Agreement")
                                                                                                                          made
                                                                                                                          among,
                                                                                                                          inter
                                                                                                                          alios,
                                                                                                                          the
                                                                                                                          Borrower,
                                                                                                                          the
                                                                                                                          Owner,
                                                                                                                          the
                                                                                                                          Manager
                                                                                                                          and
                                                                                                                          the
                                                                                                                          Mortgagee
                                                                                                                          and
                                                                                                                          pursuant
                                                                                                                          to which
                                                                                                                          Seventh
                                                                                                                          Supplemental
                                                                                                                          Agreement,
                                                                                                                          among
                                                                                                                          other
                                                                                                                          things,
                                                                                                                          the
                                                                                                                          Margin
                                                                                                                          (as
                                                                                                                          defined
                                                                                                                          in the
                                                                                                                          Amended
                                                                                                                          Loan
                                                                                                                          Agreement)
                                                                                                                          has
                                                                                                                          been
                                                                                                                          amended
                                                                                                                          for
                                                                                                                          the
                                                                                                                          periods
                                                                                                                          set
                                                                                                                          out
                                                                                                                          therein,
                                                                                                                          and
                                                                                                                          the
                                                                                                                          Mortgagee
                                                                                                                          and
                                                                                                                          the
                                                                                                                          Owner
                                                                                                                          have
                                                                                                                          agreed
                                                                                                                          to enter
                                                                                                                          into
                                                                                                                          this
                                                                                                                          Amendment
                                                                                                                          to the
                                                                                                                          Mortgage.
                                                                                                                          A copy
                                                                                                                          of the
                                                                                                                          form
                                                                                                                          of each
                                                                                                                          of the
                                                                                                                          Fifth
                                                                                                                          Supplemental
                                                                                                                          Agreement,
                                                                                                                          the
                                                                                                                          Sixth
                                                                                                                          Supplemental
                                                                                                                          Agreement
                                                                                                                          and
                                                                                                                          the
                                                                                                                          Seventh
                                                                                                                          Supplemental
                                                                                                                          Agreement,
                                                                                                                          are
                                                                                                                          attached
                                                                                                                          hereto
                                                                                                                          as Exhibit
                                                                                                                          1, Exhibit
                                                                                                                          2 and
                                                                                                                          Exhibit
                                                                                                                          3 respectively
                                                                                                                          and
                                                                                                                          shall
                                                                                                                          be read
                                                                                                                          together
                                                                                                                          herewith.



  




    	 



    	 



    

  


NOW
THEREFORE, in consideration of the premises, the parties hereby agree as follows:


 


1.          
The Mortgage be and hereby is amended as follows:


 


A.         
All references in the Mortgage to "this Mortgage" and "this First Preferred Mortgage" shall be read and construed
to mean the Mortgage as supplemented and amended by this Amendment No.2 to First Preferred Mortgage.


 


B.          
All references in the Mortgage to the "Loan Agreement" are hereby amended to read the "Amended Loan Agreement"
and all references in the Mortgage to the Loan Agreement shall be read and construed as references to the Amended Loan Agreement.


 


C.         
 All the other terms and conditions of the Mortgage shall remain in full force and effect, and the Mortgage shall be read
and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.


 


2.          
As amended by this Amendment No.2 to First Preferred Mortgage, the Mortgage is hereby ratified and confirmed in all respects.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written.


 


	DOMINA MARITIME LTD.	 	CREDIT SUISSE AG
	 	 	 
	By:	 	 	By:	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:





 




    	 



    	 



    

 






 





ACKNOWLEDGMENT


 


	PIRAEUS	)
	 	: ss.:
	PREFECTURE OF ATTICA,	 
	REPUBLIC OF GREECE 	)


 


On
this 26 day of March 2013 before me personally came Athanasios Feidakis to me known, who being by me duly sworn did depose and
say that he resides at 2 Zefyrou Street, Ekali, 14578 Athens, Greece; that he is Attorney-in-Fact of DOMINA MARITIME LTD., the
corporation described in and which executed the foregoing instrument, and that he signed his name thereto by order of the board
of directors of said corporation.


 


	 	 
	 	Special Agent of the Republic
	 	of the Marshall Islands


 


	PIRAEUS	)
	 	: ss.:
	PREFECTURE OF ATTICA,	 
	REPUBLIC OF GREECE	)


 


On
this 26 day of March 2013 before me personally came Albert Kromm to me known, who being by me duly sworn did depose and say that
he resides at Building K1, 1 Palea Leoforos Posidonos & 3 Moraitini Street, 175 01 Delta Paleo Faliro Athens, Greece; that
he is Attorney-in-Fact of CREDIT SUISSE AG, the bank described in and which executed the foregoing instrument, and that he signed
his name thereto by order of the board of directors of said bank.


 


	 	 
	 	Special Agent of the Republic
	 	of the Marshall Islands


 




    	 



    	 



    

 


Exhibit
1


Fifth
Supplemental Agreement


 




    	 



    	 



    

 


Exhibit
2


Sixth
Supplemental Agreement


 




    	 



    	 



    

 


Exhibit
2


Seventh
Supplemental Agreement


 




    	 



    	 



    

 


MEMORANDUM
OF PARTICULARS


 











	 	Name
    of Vessel	 	Official

    Number	 	Gross

    Tonnage	 	Net

    Tonnage	 
	 	SKY GLOBE	 	3949	 	32,929	 	19,132	 


 


	Type of Instrument:	Amendment No. 2 to First Preferred
    Mortgage
	 	 
	Date of Instrument:	26 March 2013
	 	 
	Mortgagor;	DOMINA MARITIME LTD.
	 	 
	Mortgagee	CREDIT SUISSE AG
	 	 
	Date(s) of Maturity:	No Change
	 	 
	Total Amount of Mortgage:	No Change
	 	 
	Evidence of Mortgage Debt	 
	(include date and amount):	Whereas clauses of the First Preferred Mortgage
    as amended by Amendment No. 2 to First Preferred Mortgage, the Amended Loan Agreement (as defined in the Mortgage as amended
    by Amendment No. 2 to First Preferred Mortgage), and Clause 3 of the First Preferred Mortgage as amended by Amendment No.
    2 to First Preferred Mortgage
	 	 
	Separate discharge amount:	No Change


 


Intended Effect
of Instrument: to amend Mortgage covenants.


 


	CREDIT SUISSE AG	 	DOMINA MARITIME LTD.
	 	 	 	 	 
	By  	 	 	By 	 


 




    	 



    	 



    

 


AMENDMENT
NO. 1 TO FIRST PREFERRED MORTGAGE


 


THIS
AMENDMENT NO.1 TO FIRST PREFERRED MORTGAGE (this "Amendment") is made this 26 day of March 2013 between DULAC
MARITIME S.A., a corporation organized and existing under the laws of the Marshall Islands, having its registered address at Trust
Company Complex, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands MH 96960, (the "Owner"), and CREDIT
SUISSE AG (formerly known as CREDIT SUISSE) of Paradeplatz 8, 8070 Zurich, Switzerland (the "Mortgagee"), and
is supplemental to a First Preferred Mortgage dated 25 May 2010 made by the Owner in favor of the Mortgagee on the Marshall Islands
registered motor vessel STAR GLOBE (the "Vessel"), Official No. 3950, of 32,929 tons gross and 19,132 tons net
register, and which Mortgage was recorded in the Indexes maintained by the Maritime Administrator of the Republic of Marshall
Islands at 10:39 A.M. E.E.S.T. at Piraeus, Greece (May 25, 2010 at 03:39 A.M., E.D.S.T.) on 25 May 2010 in Book PM21 at Page 422
(hereinafter together called the "Mortgage").


 


WHEREAS:


 


		A.	The Owner
                                                          granted the Mortgage to the Mortgagee as security for its Corporate
                                                          Guarantee (as defined in the Mortgage), of (i) the Loan (as defined
                                                          in the Mortgage) interest thereon and all other sums of money owing
                                                          to the Mortgagee by GLOBUS MARITIME LIMITED (the "Borrower")
                                                          under that certain Facility Agreement dated 26 November 2007, as amended
                                                          by a first supplemental agreement dated 12 March 2009, made between,
                                                          inter alios, the Borrower, Globus Shipmanagement Corp. (the "Manager")
                                                          and the Mortgagee, a second supplemental agreement dated 18 August 2009,
                                                          made between, inter alios, the Borrower, the Manager and the Mortgagee
                                                          (the "Second Supplemental Agreement"), a third supplemental
                                                          agreement dated 17 May 2010, made between, inter alios, the Borrower,
                                                          the Manager and the Mortgagee and a fourth supplemental agreement dated
                                                          21 May 2010, made between, inter alios, the Borrower, the Owner, the
                                                          Manager and the Mortgagee (together, the "Principal Agreement"),
                                                          and (ii) the debts and obligations arising or that may arise in favour
                                                          of the Mortgagee under the Master Swap Agreement (as defined in the
                                                          Mortgage) up to the maximum amount of Twenty Four Million Dollars ($24,000,000).



 


		B.	The
                                                                                              Principal Agreement has been further
                                                                                              amended by a fifth supplemental
                                                                                              agreement dated 12 November 2010
                                                                                              (the "Fifth Supplemental
                                                                                              Agreement'), a sixth supplemental
                                                                                              agreement dated 5 May 2011 (the
                                                                                              "Sixth Supplemental Agreement")
                                                                                              and a seventh supplemental agreement
                                                                                              dated 26 March 2013 (the "Seventh
                                                                                              Supplemental Agreement"
                                                                                              and together with the Principal
                                                                                              Agreement, the Fifth Supplemental
                                                                                              Agreement and the Sixth Supplemental
                                                                                              Agreement hereinafter called the
                                                                                              "Amended Loan Agreement")
                                                                                              made among, inter alios, the Borrower,
                                                                                              the Owner, the Manager and the Mortgagee
                                                                                              and pursuant to which Seventh Supplemental
                                                                                              Agreement, among other things, the
                                                                                              Margin (as defined in the Amended
                                                                                              Loan Agreement) has been amended
                                                                                              for the periods set out therein
                                                                                              and the Mortgagee and the Owner
                                                                                              have agreed to enter into this Amendment
                                                                                              to the Mortgage. A copy of the form
                                                                                              of each of the Fifth Supplemental
                                                                                              Agreement, the Sixth Supplemental
                                                                                              Agreement and the Seventh Supplemental
                                                                                              Agreement, are attached hereto as
                                                                                              Exhibit 1, Exhibit 2 and Exhibit
                                                                                              3 respectively and shall be read
                                                                                              together herewith.



 




    	 



    	 



    

 


NOW
THEREFORE, in consideration of the premises, the parties hereby agree as follows:


 


1.          The
Mortgage be and hereby is amended as follows:


 


A.          All
references in the Mortgage to "this Mortgage" and "this First Preferred Mortgage" shall be read and construed
to mean the Mortgage as supplemented and amended by this Amendment No. 1 to First Preferred Mortgage.


 


B.          All
references in the Mortgage to the "Loan Agreement" are hereby amended to read the "Amended Loan Agreement"
and all references in the Mortgage to the Loan Agreement shall be read and construed as references to the Amended Loan Agreement.


 


C.          All
the other terms and conditions of the Mortgage shall remain in full force and effect, and the Mortgage shall be read and construed
as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.


 


2.          As
amended by this Amendment No.1 to First Preferred Mortgage, the Mortgage is hereby ratified and confirmed in all respects.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written.


 


	DULAC MARITIME S.A.	 	CREDIT SUISSE AG
	 	 	 
	By: 	 	 	By: 	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:


 




    	 



    	 



    

 


ACKNOWLEDGMENT


 


	PIRAEUS	)
	 	: ss.:
	PREFECTURE OF ATTICA,	 
	REPUBLIC OF GREECE	)


 


On
this 26 day of March 2013 before me personally came Georgios Karageorgiou to me known, who being by me duly sworn did depose and
say that he resides at 2 Zefyrou Street, Ekali, 14578 Athens, Greece; that he is Attorney-in-Fact of DULAC MARITIME S.A., the
corporation described in and which executed the foregoing instrument, and that he signed his name thereto by order of the board
of directors of said corporation.


 


	 	 
	 	Special Agent of the Republic
	 	of the Marshall Islands


 


	PIRAEUS	)
	 	: ss.:
	PREFECTURE OF ATTICA,	 
	REPUBLIC OF GREECE	)


 


On
this 26 day of March 2013 before me personally came Albert Kromm to me known, who being by me duly sworn did depose and say that
he resides at Building K1,1  Palea Leoforos Posidonos & 3 Moraitini Street, 175 01 Delta Paleo Faliro Athens, Greece; that
he is Attorney-in-Fact of CREDIT SUISSE AG, the bank described in and which executed the foregoing instrument, and that he signed
his name thereto by order of the board of directors of said bank.


 





	 	 
	 	Special Agent of the Republic
	 	of the Marshall Islands


 




    	 



    	 



    

 


Exhibit
1


Fifth
Supplemental Agreement


 




    	 



    	 



    

 


Exhibit
2


Sixth
Supplemental Agreement


 




    	 



    	 



    

Exhibit
2


Seventh
Supplemental Agreement




    	 



    	 



    

 


MEMORANDUM
OF PARTICULARS


 





	 	Name
    of Vessel 	 	Official 

    Number	 	Gross

    Tonnage	 	Net

    Tonnage	 
	 	STAR GLOBE	 	3950	 	32,929	 	19,132	 


 


	Type of Instrument:	Amendment No. 1 to First Preferred
    Mortgage
	 	 
	Date of Instrument:	26 March 2013
	 	 
	Mortgagor;	DULAC MARITIME S.A.
	 	 
	Mortgagee	CREDIT SUISSE AG
	 	 
	Date(s) of Maturity:	No Change
	 	 
	Total Amount of Mortgage:	No Change
	 	 
	Evidence of Mortgage Debt	 
	(include date and amount):	Whereas clauses of the First Preferred Mortgage
    as amended by Amendment No. 1 to First Preferred Mortgage, the Amended Loan Agreement (as defined in the Mortgage as amended
    by Amendment No.1 to First Preferred Mortgage), and Clause 3 of the First Preferred Mortgage as amended by Amendment No. 1
    to First Preferred Mortgage
	 	 
	Separate discharge amount:	No Change
	 	 
	Intended Effect of Instrument:	to amend Mortgage covenants.


 


	CREDIT SUISSE AG	 	DULAC MARITIME LTD.
	 	 	 
	By 	 	 	 By 	 
	 	 	 	 	 


 




    	 



    	 



    

 









 


AMENDMENT
NO. 2 TO FIRST PREFERRED MORTGAGE


 


THIS AMENDMENT
NO.2 TO FIRST PREFERRED MORTGAGE (this “Amendment”) is made this 26 day of March 2013 between ELYSIUM MARITIME
LIMITED, a corporation organized and existing under the laws of the Marshall Islands, having its registered address at Trust Company
Complex, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands MH 96960, (the “Owner”), and CREDIT SUISSE
AG (formerly known as CREDIT SUISSE) of Paradeplatz 8, 8070 Zurich, Switzerland (the “Mortgagee”), and is supplemental
to a First Preferred Mortgage dated 18 December 2007 made by the Owner in favor of the Mortgagee on the Marshall Islands registered
motor vessel TIARA GLOBE (the “Vessel”), Official No. 3007, of 39,755 tons gross and 25,379 tons net register,
and which Mortgage was recorded in the Indexes maintained by the Maritime Administrator of the Republic of Marshall Islands at
08:31 A.M., E..E.T. at Piraeus, Greece (December 18, 2007 at 01:31 A.M.,E.S.T.) on 18 December 2007 in Book PM18 at Page 1112,
and which mortgage was amended by an Amendment No. 1 thereto dated 25 May 2010 and which Amendment No. 1 was recorded in the Indexes
maintained by the Maritime Administrator of the Republic of Marshall Islands at 10:39 A.M., E.E.S.T. at Piraeus, Greece (May 25,
2010 at 03:39 A.M., E.D.S.T.) on 25 May 2010 in Book PM21 at Page 424 (hereinafter together called the “Mortgage”).


 


WHEREAS:


 


		A.	The
                                                                                                                                                    Owner
                                                                                                                                                    granted
                                                                                                                                                    the
                                                                                                                                                    Mortgage
                                                                                                                                                    to
                                                                                                                                                    the
                                                                                                                                                    Mortgagee
                                                                                                                                                    as
                                                                                                                                                    security
                                                                                                                                                    for
                                                                                                                                                    its
                                                                                                                                                    Corporate
                                                                                                                                                    Guarantee
                                                                                                                                                    (as
                                                                                                                                                    defined
                                                                                                                                                    in
                                                                                                                                                    the
                                                                                                                                                    Mortgage),
                                                                                                                                                    of
                                                                                                                                                    (i)
                                                                                                                                                    the
                                                                                                                                                    Loan
                                                                                                                                                    (as
                                                                                                                                                    defined
                                                                                                                                                    in
                                                                                                                                                    the
                                                                                                                                                    Mortgage)
                                                                                                                                                    interest
                                                                                                                                                    thereon
                                                                                                                                                    and
                                                                                                                                                    all
                                                                                                                                                    other
                                                                                                                                                    sums
                                                                                                                                                    of
                                                                                                                                                    money
                                                                                                                                                    owing
                                                                                                                                                    to
                                                                                                                                                    the
                                                                                                                                                    Mortgagee
                                                                                                                                                    by
                                                                                                                                                    GLOBUS
                                                                                                                                                    MARITIME
                                                                                                                                                    LIMITED
                                                                                                                                                    (the
                                                                                                                                                    “Borrower”)
                                                                                                                                                    under
                                                                                                                                                    that
                                                                                                                                                    certain
                                                                                                                                                    Facility
                                                                                                                                                    Agreement
                                                                                                                                                    dated
                                                                                                                                                    26
                                                                                                                                                    November
                                                                                                                                                    2007,
                                                                                                                                                    as
                                                                                                                                                    amended
                                                                                                                                                    by
                                                                                                                                                    a
                                                                                                                                                    first
                                                                                                                                                    supplemental
                                                                                                                                                    agreement
                                                                                                                                                    dated
                                                                                                                                                    12
                                                                                                                                                    March
                                                                                                                                                    2009,
                                                                                                                                                    made
                                                                                                                                                    between,
                                                                                                                                                    inter
                                                                                                                                                    alios,
                                                                                                                                                    the
                                                                                                                                                    Borrower,
                                                                                                                                                    the
                                                                                                                                                    Owner,
                                                                                                                                                    Globus
                                                                                                                                                    Shipmanagement
                                                                                                                                                    Corp.
                                                                                                                                                    (the
                                                                                                                                                    “Manager”)
                                                                                                                                                    and
                                                                                                                                                    the
                                                                                                                                                    Mortgagee,
                                                                                                                                                    a
                                                                                                                                                    second
                                                                                                                                                    supplemental
                                                                                                                                                    agreement
                                                                                                                                                    dated
                                                                                                                                                    18
                                                                                                                                                    August
                                                                                                                                                    2009,
                                                                                                                                                    made
                                                                                                                                                    between,
                                                                                                                                                    inter
                                                                                                                                                    alios,
                                                                                                                                                    the
                                                                                                                                                    Borrower,
                                                                                                                                                    the
                                                                                                                                                    Owner,
                                                                                                                                                    the
                                                                                                                                                    Manager
                                                                                                                                                    and
                                                                                                                                                    the
                                                                                                                                                    Mortgagee
                                                                                                                                                    (the
                                                                                                                                                    “Second
                                                                                                                                                    Supplemental
                                                                                                                                                    Agreement”),
                                                                                                                                                    a
                                                                                                                                                    third
                                                                                                                                                    supplemental
                                                                                                                                                    agreement
                                                                                                                                                    dated
                                                                                                                                                    17
                                                                                                                                                    May
                                                                                                                                                    2010,
                                                                                                                                                    made
                                                                                                                                                    between,
                                                                                                                                                    inter
                                                                                                                                                    alios,
                                                                                                                                                    the
                                                                                                                                                    Borrower,
                                                                                                                                                    the
                                                                                                                                                    Owner,
                                                                                                                                                    the
                                                                                                                                                    Manager
                                                                                                                                                    and
                                                                                                                                                    the
                                                                                                                                                    Mortgagee
                                                                                                                                                    and
                                                                                                                                                    a
                                                                                                                                                    fourth
                                                                                                                                                    supplemental
                                                                                                                                                    agreement
                                                                                                                                                    dated
                                                                                                                                                    21
                                                                                                                                                    May
                                                                                                                                                    2010,
                                                                                                                                                    made
                                                                                                                                                    between,
                                                                                                                                                    inter
                                                                                                                                                    alios,
                                                                                                                                                    the
                                                                                                                                                    Borrower,
                                                                                                                                                    the
                                                                                                                                                    Owner,
                                                                                                                                                    the
                                                                                                                                                    Manager
                                                                                                                                                    and
                                                                                                                                                    the
                                                                                                                                                    Mortgagee
                                                                                                                                                    (together,
                                                                                                                                                    the
                                                                                                                                                    “Principal
                                                                                                                                                    Agreement”),
                                                                                                                                                    and
                                                                                                                                                    (ii)
                                                                                                                                                    the
                                                                                                                                                    debts
                                                                                                                                                    and
                                                                                                                                                    obligations
                                                                                                                                                    arising
                                                                                                                                                    or
                                                                                                                                                    that
                                                                                                                                                    may
                                                                                                                                                    arise
                                                                                                                                                    in
                                                                                                                                                    favour
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    Mortgagee
                                                                                                                                                    under
                                                                                                                                                    the
                                                                                                                                                    Master
                                                                                                                                                    Swap
                                                                                                                                                    Agreement
                                                                                                                                                    (as
                                                                                                                                                    defined
                                                                                                                                                    in
                                                                                                                                                    the
                                                                                                                                                    Mortgage)
                                                                                                                                                    up
                                                                                                                                                    to
                                                                                                                                                    the
                                                                                                                                                    maximum
                                                                                                                                                    amount
                                                                                                                                                    of
                                                                                                                                                    Twenty
                                                                                                                                                    Four
                                                                                                                                                    Million
                                                                                                                                                    Dollars
                                                                                                                                                    ($24,000,000).



 


		B.	The
                                                                                              Principal Agreement has been further
                                                                                              amended by a fifth supplemental
                                                                                              agreement dated 12 November 2010
                                                                                              (the “Fifth Supplemental
                                                                                              Agreement”), a sixth supplemental
                                                                                              agreement dated 5 May 2011 (the
                                                                                              “Sixth Supplemental Agreement”)
                                                                                              and a seventh supplemental agreement
                                                                                              dated 26 March 2013 (the “Seventh
                                                                                              Supplemental Agreement”
                                                                                              and together with the Principal
                                                                                              Agreement, the Fifth Supplemental
                                                                                              Agreement and the Sixth Supplemental
                                                                                              Agreement hereinafter called the
                                                                                              “Amended Loan Agreement”)
                                                                                              made among, inter alios, the Borrower,
                                                                                              the Owner, the Manager and the Mortgagee
                                                                                              and pursuant to which Seventh Supplemental
                                                                                              Agreement, among other things, the
                                                                                              Margin (as defined in the Amended
                                                                                              Loan Agreement) has been amended
                                                                                              for the periods set out therein,
                                                                                              and the Mortgagee and the Owner
                                                                                              have agreed to enter into this Amendment
                                                                                              to the Mortgage. A copy of the form
                                                                                              of each of the Fifth Supplemental
                                                                                              Agreement, the Sixth Supplemental
                                                                                              Agreement and the Seventh Supplemental
                                                                                              Agreement, are attached hereto as
                                                                                              Exhibit 1, Exhibit 2 and Exhibit
                                                                                              3 respectively and shall be read
                                                                                              together herewith.



 




    	 



    	 



    

 


NOW
THEREFORE, in consideration of the premises, the parties hereby agree as follows:


 


		1.	The Mortgage be and hereby is amended
                                                          as follows:



 


A.           All
references in the Mortgage to “this Mortgage” and “this First Preferred Mortgage” shall be read and construed
to mean the Mortgage as supplemented and amended by this Amendment No. 2 to First Preferred Mortgage.


 


B.           All
references in the Mortgage to the “Loan Agreement” are hereby amended to read the “Amended Loan Agreement”
and all references in the Mortgage to the Loan Agreement shall be read and construed as references to the Amended Loan Agreement.


 


C.           All
the other terms and conditions of the Mortgage shall remain in full force and effect, and the Mortgage shall be read and construed
as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.


 


2.           As
amended by this Amendment No. 2 to First Preferred Mortgage, the Mortgage is hereby ratified and confirmed in all respects.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written.


 


	ELYSIUM MARITIME LIMITED	 	CREDIT SUISSE AG
	 	 	 
	By:	 	 	By:	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:


 




    	 



    	 



    

 


ACKNOWLEDGMENT


 


	PIRAEUS	)
	 	: ss.:
	PREFECTURE OF ATTICA,	 
	REPUBLIC OF GREECE	)


 


On
this 26 day of March 2013 before me personally came Georgios Karageorgiou to me known, who being by me duly sworn did depose and
say that he resides at 2 Zefyrou Street, Ekali, 14578 Athens, Greece; that he is Attorney-in-Fact of ELYSIUM MARITIME LIMITED,
the corporation described in and which executed the foregoing instrument, and that he signed his name thereto by order of the
board of directors of said corporation.


 


	 	 
	 	Special Agent of the Republic
	 	of the Marshall Islands


 


	PIRAEUS 	)
	 	: ss.:
	PREFECTURE OF ATTICA,	 
	REPUBLIC OF GREECE 	)


 


On
this 26 day of March 2013 before me personally came Albert Kromm to me known, who being by me duly sworn did depose and say that
he resides at Building K1, 1 Palea Leoforos Posidonos & 3
Moraitini Street, 175 01 Delta Paleo Faliro Athens, Greece; that he is Attorney-in-Fact of CREDIT SUISSE AG, the bank described
in and which executed the foregoing instrument, and that he signed his name thereto by order of the board of directors of said
bank.


 


	 	 
	 	Special Agent of the Republic
	 	of the Marshall Islands


 




    	 



    	 



    

 


Exhibit
1


Fifth
Supplemental Agreement


 




    	 



    	 



    

 


EXHIBIT
2


Sixth
Supplemental Agreement


 




    	 



    	 



    

 


EXHIBIT
3


Seventh
Supplemental Agreement


 




    	 



    	 



    

 


MEMORANDUM
OF PARTICULARS


  





	 	Name of Vessel	 	Official

    Number	 	Gross

    Tonnage	 	Net

    Tonnage	 
	 	TIARA GLOBE	 	3007	 	39,755	 	25,379	 


 


	Type of Instrument:	Amendment No. 2 to First Preferred Mortgage
	 	 
	Date of Instrument:	26 March 2013
	 	 
	Mortgagor;	ELYSIUM MARITIME LIMITED
	 	 
	Mortgagee	CREDIT SUISSE AG (formerly known as CREDIT SUISSE)
	 	 
	Date(s) of Maturity:	No Change
	 	 
	Total Amount of Mortgage:	No Change
	 	 
	Evidence of Mortgage Debt	 
	(include date and amount):	Whereas clauses of the First Preferred Mortgage as amended by Amendment No.
    2 to First Preferred Mortgage, the Amended Loan Agreement (as defined in the Mortgage as amended by Amendment No. 2 to First
    Preferred Mortgage), and Clause 3 of the First Preferred Mortgage as amended by Amendment No. 2 to First Preferred Mortgage
	 	 
	Separate discharge amount:	No Change
	 	 
	Intended Effect of Instrument:	to amend Mortgage covenants.


 


	CREDIT SUISSE AG 	 	ELYSIUM MARITIME LIMITED
	 	 	 
	By	 	 	By	 
	 	 	 	 	 


 


 




    	 



    	 



    

 


AMENDMENT
NO. 2 TO FIRST PREFERRED MORTGAGE


 


THIS AMENDMENT
NO.2 TO FIRST PREFERRED MORTGAGE (this “Amendment”) is made this 26 day of March 2013 between DEVOCEAN MARITIME
LTD., a corporation organized and existing under the laws of the Marshall Islands, having its registered address at Trust Company
Complex, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands MH 96960, (the “Owner”), and CREDIT SUISSE
AG (formerly known as CREDIT SUISSE) of Paradeplatz 8, 8070 Zurich, Switzerland (the “Mortgagee”), and is supplemental
to a First Preferred Mortgage dated 18 December 2007 made by the Owner in favor of the Mortgagee on the Marshall Islands registered
motor vessel RIVER GLOBE (the “Vessel”), Official No. 2977, of 31,261 tons gross and 18,291 tons net register,
and which Mortgage was recorded in the Indexes maintained by the Maritime Administrator of the Republic of Marshall Islands at
08:42 A.M., E.E.T. at Piraeus, Greece (December 18, 2007 at 01:42 A.M., E.S.T.). on 18 December 2007 in Book PM18 at Page 1111,
and which mortgage was amended by an Amendment No.1 thereto dated 25 May 2010 and which Amendment No. 1 was recorded in the Indexes
maintained by the Maritime Administrator of the Republic of Marshall Islands at 10:39 A.M., E.E.S.T. at Piraeus, Greece (May 25,2010
at 03:39 A.M., E.D.S.T.) on 25 May 2010 in Book PM21 at Page 423 (hereinafter togethercalled the “Mortgage”).


 


WHEREAS:


 


		A.	The
                                                                                                                                          Owner
                                                                                                                                          granted
                                                                                                                                          the
                                                                                                                                          Mortgage
                                                                                                                                          to
                                                                                                                                          the
                                                                                                                                          Mortgagee
                                                                                                                                          as
                                                                                                                                          security
                                                                                                                                          for
                                                                                                                                          its
                                                                                                                                          Corporate
                                                                                                                                          Guarantee
                                                                                                                                          (as
                                                                                                                                          defined
                                                                                                                                          in
                                                                                                                                          the
                                                                                                                                          Mortgage),
                                                                                                                                          of
                                                                                                                                          (i)
                                                                                                                                          the
                                                                                                                                          Loan
                                                                                                                                          (as
                                                                                                                                          defined
                                                                                                                                          in
                                                                                                                                          the
                                                                                                                                          Mortgage)
                                                                                                                                          interest
                                                                                                                                          thereon
                                                                                                                                          and
                                                                                                                                          all
                                                                                                                                          other
                                                                                                                                          sums
                                                                                                                                          of
                                                                                                                                          money
                                                                                                                                          owing
                                                                                                                                          to
                                                                                                                                          the
                                                                                                                                          Mortgagee
                                                                                                                                          by
                                                                                                                                          GLOBUS
                                                                                                                                          MARITIME
                                                                                                                                          LIMITED
                                                                                                                                          (the
                                                                                                                                          “Borrower”)
                                                                                                                                          under
                                                                                                                                          that
                                                                                                                                          certain
                                                                                                                                          Facility
                                                                                                                                          Agreement
                                                                                                                                          dated
                                                                                                                                          26
                                                                                                                                          November
                                                                                                                                          2007,
                                                                                                                                          as
                                                                                                                                          amended
                                                                                                                                          by
                                                                                                                                          a
                                                                                                                                          first
                                                                                                                                          supplemental
                                                                                                                                          agreement
                                                                                                                                          dated
                                                                                                                                          12
                                                                                                                                          March
                                                                                                                                          2009,
                                                                                                                                          made
                                                                                                                                          between,
                                                                                                                                          inter
                                                                                                                                          alios,
                                                                                                                                          the
                                                                                                                                          Borrower,
                                                                                                                                          the
                                                                                                                                          Owner,
                                                                                                                                          Globus
                                                                                                                                          Shipmanagement
                                                                                                                                          Corp.
                                                                                                                                          (the
                                                                                                                                          “Manager”)
                                                                                                                                          and
                                                                                                                                          the
                                                                                                                                          Mortgagee,
                                                                                                                                          a
                                                                                                                                          second
                                                                                                                                          supplemental
                                                                                                                                          agreement
                                                                                                                                          dated
                                                                                                                                          18
                                                                                                                                          August
                                                                                                                                          2009,
                                                                                                                                          made
                                                                                                                                          between,
                                                                                                                                          inter
                                                                                                                                          alios,
                                                                                                                                          the
                                                                                                                                          Borrower,
                                                                                                                                          the
                                                                                                                                          Owner,
                                                                                                                                          the
                                                                                                                                          Manager
                                                                                                                                          and
                                                                                                                                          the
                                                                                                                                          Mortgagee
                                                                                                                                          (the
                                                                                                                                          “Second
                                                                                                                                          Supplemental
                                                                                                                                          Agreement”),
                                                                                                                                          a
                                                                                                                                          third
                                                                                                                                          supplemental
                                                                                                                                          agreement
                                                                                                                                          dated
                                                                                                                                          17
                                                                                                                                          May
                                                                                                                                          2010,
                                                                                                                                          made
                                                                                                                                          between,
                                                                                                                                          inter
                                                                                                                                          alios,
                                                                                                                                          the
                                                                                                                                          Borrower,
                                                                                                                                          the
                                                                                                                                          Owner,
                                                                                                                                          the
                                                                                                                                          Manager
                                                                                                                                          and
                                                                                                                                          the
                                                                                                                                          Mortgagee,
                                                                                                                                          and
                                                                                                                                          a
                                                                                                                                          fourth
                                                                                                                                          supplemental
                                                                                                                                          agreement
                                                                                                                                          dated
                                                                                                                                          21
                                                                                                                                          May
                                                                                                                                          2010,
                                                                                                                                          made
                                                                                                                                          between,
                                                                                                                                          inter
                                                                                                                                          alios,
                                                                                                                                          the
                                                                                                                                          Borrower,
                                                                                                                                          the
                                                                                                                                          Owner,
                                                                                                                                          the
                                                                                                                                          Manager
                                                                                                                                          and
                                                                                                                                          the
                                                                                                                                          Mortgagee
                                                                                                                                          (together,
                                                                                                                                          the
                                                                                                                                          “Principal
                                                                                                                                          Agreement”),
                                                                                                                                          and
                                                                                                                                          (ii)
                                                                                                                                          the
                                                                                                                                          debts
                                                                                                                                          and
                                                                                                                                          obligations
                                                                                                                                          arising
                                                                                                                                          or
                                                                                                                                          that
                                                                                                                                          may
                                                                                                                                          arise
                                                                                                                                          in
                                                                                                                                          favour
                                                                                                                                          of
                                                                                                                                          the
                                                                                                                                          Mortgagee
                                                                                                                                          under
                                                                                                                                          the
                                                                                                                                          Master
                                                                                                                                          Swap
                                                                                                                                          Agreement
                                                                                                                                          (as
                                                                                                                                          defined
                                                                                                                                          in
                                                                                                                                          the
                                                                                                                                          Mortgage)
                                                                                                                                          up
                                                                                                                                          to
                                                                                                                                          the
                                                                                                                                          maximum
                                                                                                                                          amount
                                                                                                                                          of
                                                                                                                                          Twenty
                                                                                                                                          Four
                                                                                                                                          Million
                                                                                                                                          Dollars
                                                                                                                                          ($24,000,000).



 


		B.	The
                                                                                              Principal Agreement has been further
                                                                                              amended by a fifth supplemental
                                                                                              agreement dated 12 November 2010
                                                                                              (the “Fifth Supplemental
                                                                                              Agreement’), a sixth supplemental
                                                                                              agreement dated 5 May 2011 (the
                                                                                              “Sixth Supplemental Agreement”)
                                                                                              and a seventh supplemental agreement
                                                                                              dated 26 March 2013 (the “Seventh
                                                                                              Supplemental Agreement”
                                                                                              and together with the Principal
                                                                                              Agreement, the Fifth Supplemental
                                                                                              Agreement and the Sixth Supplemental
                                                                                              Agreement hereinafter called the
                                                                                              “Amended Loan Agreement”)
                                                                                              made among, inter alios, the Borrower,
                                                                                              the Owner, the Manager and the Mortgagee
                                                                                              and pursuant to which Seventh Supplemental
                                                                                              Agreement, among other things, the
                                                                                              Margin (as defined in the Amended
                                                                                              Loan Agreement) has been amended
                                                                                              for the periods set out therein,
                                                                                              and the Mortgagee and the Owner
                                                                                              have agreed to enter into this Amendment
                                                                                              to the Mortgage. A copy of the form
                                                                                              of each of the Fifth Supplemental
                                                                                              Agreement, the Sixth Supplemental
                                                                                              Agreement and the Seventh Supplemental
                                                                                              Agreement, are attached hereto as
                                                                                              Exhibit 1, Exhibit 2 and Exhibit
                                                                                              3 respectively and shall be read
                                                                                              together herewith.



 




    	 



    	 



    

 


NOW
THEREFORE, in consideration of the premises, the parties hereby agree as follows:


 


1. The Mortgage
be and hereby is amended as follows:


 


A.           All
references in the Mortgage to “this Mortgage” and “this First Preferred Mortgage” shall be read and construed
to mean the Mortgage as supplemented and amended by this Amendment No.2 to First Preferred Mortgage.


 


B.           All
references in the Mortgage to the “Loan Agreement” are hereby amended to read the “Amended Loan Agreement”
and all references in the Mortgage to the Loan Agreement shall be read and construed as references to the Amended Loan Agreement.


 


C.           All
the other terms and conditions of the Mortgage shall remain in full force and effect, and the Mortgage shall be read and construed
as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.


 


2.           As
amended by this Amendment No.2 to First Preferred Mortgage, the Mortgage is hereby ratified and confirmed in all respects.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above
written.


 


	DEVOCEAN MARITIME LTD.	 	CREDIT SUISSE AG
	 	 	 
	By:	 	 	By:	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:


 




    	 



    	 



    

 


ACKNOWLEDGMENT


 


	PIRAEUS	)
	 	: ss.:
	PREFECTURE OF ATTICA,	 
	REPUBLIC OF GREECE	)


 


On
this 26 day of March 2013 before me personally came Athanasios Feidakis to me known, who being by me duly sworn did depose and
say that he resides at 2 Zefyrou Street, Ekali, 14578 Athens, Greece; that he is Attorney-in-Fact of DEVOCEAN MARITIME LTD., the
corporation described in and which executed the foregoing instrument, and that he signed his name thereto by order of the board
of directors of said corporation.


 





	 	 
	 	Special Agent of the Republic
	 	of the Marshall Islands


 





	PIRAEUS 	)
	 	: ss. :
	PREFECTURE OF ATTICA,	 
	REPUBLIC OF GREECE	)


 





On
this 26 day of March 2013 before me personally came Albert Kromm to me known, who being by me duly sworn did depose and say that
he resides at Building Kl, 1 Palea Leoforos Posidonos & 3
Moraitini Street, 175 01 Delta Paleo Faliro Athens, Greece; that he is Attorney-in-Fact of CREDIT SUISSE AG, the bank described
in and which executed the foregoing instrument, and that he signed his name thereto by order of the board of directors of said
bank.


 


	 	 
	 	Special Agent of the Republic
	 	of the Marshall Islands


 




    	 



    	 



    

 


Exhibit
1


Fifth
Supplemental Agreement


 




    	 



    	 



    

 


EXHIBIT
2


Sixth
Supplemental Agreement


 




    	 



    	 



    

 


EXHIBIT
3


Seventh
Supplemental Agreement


 




    	 



    	 



    

 


MEMORANDUM
OF PARTICULARS


 


	 	Name of Vessel	 	Official

    Number	 	Gross

    Tonnage	 	Net

    Tonnage	 
	 	RIVER GLOBE	 	2977	 	31,261	 	18,291	 




 


	Type of Instrument:	Amendment No. 2 to First Preferred Mortgage
	 	 
	Date of Instrument:	26 March 2013
	 	 
	Mortgagor;	DEVOCEAN MARITIME LTD.
	 	 
	Mortgagee	CREDIT SUISSE AG (formerly known as CREDIT SUISSE)
	 	 
	Date(s) of Maturity:	No Change
	 	 
	Total Amount of Mortgage:	No Change
	 	 
	Evidence of Mortgage Debt	 
	(include date and amount):	Whereas clauses of the First Preferred Mortgage as amended by Amendment No.
    2 to First Preferred Mortgage, the Amended Loan Agreement (as defined in the Mortgage as amended by Amendment No. 2 to First
    Preferred Mortgage), and Clause 3 of the First Preferred Mortgage as amended by Amendment No. 2 to First Preferred Mortgage
	 	 
	Separate discharge amount:	No Change
	 	 
	Intended Effect of Instrument:	to amend Mortgage covenants.


 


	CREDIT SUISSE AG 	 	DEVOCEAN MARITIME LTD.
	 	 	 
	By	 	 	By	 


 




    	 



    	 



    

 


	EXECUTED as a DEED	)	 	 
	by	)	 	 
	for and on behalf of	)	Georgios K. Karageorgiou



	 
	GLOBUS MARITIME LIMITED	)	Attorney-in-fact	 
	in the Presence-of:	)	 	 


 


	/s/ KIRIAKOS SPOULLOS	 
	Witness	KIRIAKOS
    SPOULLOS	 
	Name:	GREEK ATTORNEY AT LAW	 
	Address:	SOLICITOR	 
	Occupation:	NORTON ROSE LLP	 


 


	EXECUTED as a DEED	)	 	 
	by	)	 	 
	for and on behalf of	)	Georgios K. Karageorgiou



	 
	DEVOCEAN MARITIME LTD.	)	Attorney-in-fact	 
	in the presence of:	)	 	 


 


	/s/ KIRIAKOS SPOULLOS	 
	Witness	KIRIAKOS
    SPOULLOS	 
	Name:	GREEK ATTORNEY AT LAW	 
	Address:	SOLICITOR	 
	Occupation:	NORTON ROSE LLP	 


 





	EXECUTED as a DEED	)	 	 
	by	)	 	 
	for and on behalf of	)	Georgios K. Karageorgiou	 
	ELYSIUM MARTIME LIMITED	)	Attorney-in-fact	 
	in the presence of:	)	 	 




 


	/s/ KIRIAKOS SPOULLOS	 
	Witness	KIRIAKOS
    SPOULLOS	 
	Name:	GREEK ATTORNEY AT LAW	 
	Address:	SOLICITOR	 
	Occupation:	NORTON ROSE LLP	 


 


	EXECUTED as a DEED	)	 	 
	by	)	 	 
	for and on behalf of	)	Athanasios Feidakis



	 
	DOMINA MARITIME LTD.	)	Attorney-in-fact	 
	in the presence of:	)	 	 


 


	/s/ KIRIAKOS SPOULLOS	 
	Witness	KIRIAKOS
    SPOULLOS	 
	Name:	GREEK ATTORNEY AT LAW	 
	Address:	SOLICITOR	 
	Occupation:	NORTON ROSE LLP	 


 




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	EXECUTED as a DEED	)	 	 
	by	)	 	 
	for and on behalf of	)	Athanasios Feidakis 	 
	DULAC MARTIME S.A.	)	Attorney-in-fact	 
	in the presence of:	)	 	 




 


	/s/ KIRIAKOS SPOULLOS	 
	Witness	KIRIAKOS
    SPOULLOS	 
	Name:	GREEK ATTORNEY AT LAW	 
	Address:	SOLICITOR	 
	Occupation:	NORTON ROSE LLP	 


 





	EXECUTED as a DEED	)	 	 
	by	)	 	 
	for and on behalf of	)	Athanasios Feidakis 	 
	GLOBUS SHIPMANAGEMENT CORP.	)	Attorney-in-fact	 
	in the presence of.	)	 	 




 





	/s/ KIRIAKOS SPOULLOS	 
	Witness	KIRIAKOS SPOULLOS	 
	Name:	GREEK ATTORNEY AT LAW	 
	Address:	SOLICITOR	 
	Occupation:	NORTON ROSE LLP	 




 





	EXECUTED as a DEED	)	 	 
	by	)	 	 
	And by 	)	 	 
	for and on behalf of	)	Albert Kromm	 
	CREDIT SUISSE AG	)	Attorney-in-fact	 
	(formerly known as CREDIT SUISSE)	)	 	 
	in the presence of:	)	 	 




 





	/s/ KIRIAKOS SPOULLOS	 
	Witness	KIRIAKOS SPOULLOS	 
	Name:	GREEK ATTORNEY AT LAW	 
	Address:	SOLICITOR	 
	Occupation:	NORTON ROSE LLP	 




 




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