Private & Confidential


 


Dated 30 May 2014


 


CREDIT SUISSE AG (formerly known as CREDIT
SUISSE)


in favour of


 


FREESEAS INC.


 


FREE BULKERS S.A.


 


ADVENTURE FIVE S.A.


 


ADVENTURE SIX S.A.


 


and


 


ADVENTURE EIGHT S.A.


 




    	 



    	 



    

 


DEED OF RELEASE AND REASSIGNMENT


 


THIS DEED OF RELEASE AND REASSIGNMENT
is made on 30 May 2014 BY CREDIT SUISSE AG (formerly known as CREDIT SUISSE), a company established under the
laws of Switzerland with its registered office at Paradeplatz 8, 8070 Zurich, Switzerland acting for the purposes of this Deed
through its branch at St. Alban - Graben 1-3, P.O. Box CH-4002 Basel, Switzerland (the "Chargee") in favour of:


 


		(1)	FREESEAS INC., a corporation 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 "Freeseas
Chargor');



 


		(2)	FREE BULKERS S.A., a corporation 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 "Free
Bulkers Chargor");



 


		(3)	ADVENTURE FIVE S.A., a corporation 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 "Free
Goddess Chargor");



 


		(4)	ADVENTURE SIX S.A., a corporation 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 "Free
Hero Chargor"); and



 


		(5)	ADVENTURE EIGHT S.A., a corporation 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 "Free
Jupiter Chargor" and, together with the Freeseas Chargor, the Free Bulkers Chargor, the Free Goddess Chargor and the
Free Hero Chargor, the Chargors" and each individually a "Chargor").



 


WHEREAS:


 


		(A)	pursuant to a facility agreement dated 24 December 2007 made between the Freeseas Chargor and the
Chargee (in such capacity, the "Bank"), the Bank made available to the Freeseas Chargor, upon the terms and conditions
contained therein, a reducing revolving credit facility of up to (originally) Ninety one million United States Dollars (US$91,000,000)
as amended, supplemented and restated from time to time (the "Facility Agreement"); and



 


		(B)	by a 2002 ISDA master swap agreement (including the schedule thereto) dated 24 December 2007 (the
"Master Swap Agreement') made between the Freeseas Chargor and the Chargee, the Chargee agreed the terms and conditions
upon which it would enter into (inter elle) interest rate swap transactions with the Freeseas Chargor in respect of the
Facility Agreement (whether in whole or in part as the case may be) from time to time.



 


NOW THIS DEED HEREBY WITNESSES as follows:


 


		1	With effect on 30 May 2014, the Chargee hereby expressly, irrevocably and unconditionally releases
and discharges all security granted by each of the Freeseas Chargor, the Free Bulkers Chargor, the Free Goddess Chargor, the Free
Hero Chargor and the Free Jupiter Chargor to the Chargee under the relevant documents described in Schedule 1 and hereby reassigns
to the relevant Chargor, all rights assigned by that Chargor to the Chargee under the relevant documents described in Schedule
1, each executed pursuant to the Facility Agreement.



 


		2	The Chargee shall simultaneously with execution and delivery of this Deed deliver to the Chargors
executed notices of reassignment in the form set out in Schedule 2 hereto.



 


		3	No term of this Deed is enforceable under the Contracts (Rights of Third Parties) Act .1999 by
anyone other than a party to this Deed.



 


		4	This Deed and any non-contractual obligations in connection with this Deed are governed by English
law.



 


This Deed has been executed as a deed,
and it has been delivered on the date stated at the beginning of this Deed.


 




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Schedule I


 


Free Goddess Security Documents


 


		1.	The first preferred Liberian ship mortgage dated 21 December 2009, as amended (the 'Free Goddess
Mortgage") over m.v. Free Goddess (the "Free Goddess Ship") made between the Free Goddess Chargor
and the Chargee;



 


		2.	The general assignment dated 21 December 2009 collateral to the Free Goddess Mortgage made between
the Free Goddess Chargor and the Chargee;



 


		3.	The charter assignment dated 21 December 2009 in relation to the Free Goddess Ship made between
the Free Goddess Chargor and the Chargee;



 


		4.	The first priority manager's undertaking dated 28 December 2007 executed by Free Sulkers Chargor
in favour of the Chargee in relation to the Free Goddess Ship;



 


Free Hero Security Documents


 


		5.	The first preferred Liberian ship mortgage dated 27 November 2009, as amended (the "Free
Hero Mortgage") over m.v, Free Hero (the "Free Hero Ship") made between the Free Hero Chargor
and the Chargee.



 


		6.	The general assignment dated 27 November 2009 collateral to the Free Hero Mortgage made between
the Free Hero Charger and the Chargee.



 


		7.	The charter assignment dated 27 November 2009 in relation to the Free Hero Ship made between the
Free Hero Chargor and the Chargee.



 


		8.	The first priority manager's undertaking dated 28 December 2007 executed by the Free Bulkers Charger
in favour of the Chargee in relation to the Free Hero Ship.



 


Free Jupiter Security Documents


 


		9.	The first preferred Liberian ship mortgage dated 8 December 2009, as amended (the "Free
Jupiter Mortgage") over nn.v. Free Jupiter (the "Free Jupiter Ship") made between the Free Jupiter
Charger and the Chargee.



 


		10.	The general assignment dated 8 December 2009 collateral to the Free Jupiter Mortgage
made between the Free Jupiter Chargor and the Chargee.



 


		11.	The charter assignment dated 8 December 2009 in relation to the Free Jupiter Ship made between
the Free Jupiter Chargor and the Chargee.



 


		12.	The first priority manager's undertaking dated 14 April 2008 executed by the Free Bulkers Charger
in favour of the Chargee in relation to the Free Jupiter Ship.



 


Other
documents


 


		13.	The master agreement security deed dated 24 December 2007 made between the Freeseas Chargor and
the Chargee.



 


		14.	The first priority account pledge dated 10 January 2008 executed by the Free Goddess Charger in
favour of the Chargee.



 


		15.	The first priority account pledge dated 10 January 2008 executed by the Free Hero Chargor in favour
of the Chargee.



 




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		16.	The first priority account pledge dated 10 January 2008 executed by the Free Jupiter Chargor in
favour of the Chargee



 


		17.	The guarantee agreement dated 28 December 2007 executed by the Free Goddess Chargor in favour of
the Chargee.



 


		18.	The guarantee agreement dated 28 December 2007 executed by the Free Hero Chargor in favour of the
Chargee.



 


		19.	The guarantee agreement dated 14 April 2008 executed by the Free Jupiter Charger in favour of the
Chargee.



 




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Schedule 2


 


Form of Notice of Reassignment


 


		Re:	Insurance Assignment
                                         granted by (the "Security Party") in respect of the m.v. (the "Vessel")
                                         dated                              (the
                                         "General Assignment')



 


We HEREBY GIVE NOTICE that, pursuant
to a deed of release and reassignment dated             2014,
we have released and reassigned irrevocably, unconditionally and absolutely to the Security Party all our rights, title and interest
in and to and all benefit of all the Insurances and Requisition Compensation (as defined in the Insurance Assignment) relating
to the Vessel which were assigned to us by the Security Party pursuant to the General Assignment.


 


Yours faithfully,


 


For and on behalf of


 


Dated                      2014


 




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