Exhibit 10.84


 


GUARANTEE


 


issued by


 


FreeSeas Inc 


as Guarantor


 


in favour of


 


Jupiter Bulker AS 


as Owners


 





 



Bareboat Charter Party


MV “Free Jupiter”


 


dated 11 September 2014





 



 





 




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THIS
GUARANTEE is made on the 11 September, 2014


 


by:


 


FreeSeas Inc., a company incorporated
and established under the laws of Marshall Islands having its registered address at the Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Republic of Marshall Islands MH 96960, (the “Guarantor”);


 


in favour
of:


 


Jupiter Bulker AS, a company
formed and established under the laws of Norway having its registered office address at c/o NRP Business Management AS, Haakon
VIIs gate 1, 0161 Oslo, Norway (the "Owners").


 


WHEREAS


 


		(A)	The Owners have
                                         agreed to enter into a bareboat charter party dated 11 September 2014 (the "Charter")
                                         with Nemorino Shipping S.A., a company incorporated and established under
                                         the laws of the Republic of Liberia and whose registered office is at 80, Broad Str.
                                         Monrovia, Liberia, as charterers (the "Charterers") in respect of the
                                         vessel MV "Free Jupiter” tbr "NEMORINO” (the "Vessel").



 


		(B)	The Charterers are a 100 % owned subsidiary of the Guarantor.



 


		(C)	The execution and delivery of this Guarantee in favour of the Owners is one
of the conditions for the delivery of the Vessel to the Charterers under the terms of the Charter.



 


NOW,
THEREFORE, the Guarantor hereby undertakes and agrees as follows:


 


		1	Interpretation



 


		1.1	In this Guarantee including the preamble hereto (unless the context otherwise
requires) any term or expression defined in the preamble shall have the herein but whose meanings are defined in the Charter shall
have the meanings set out therein.



 


		1.2	References to (or to any specified provision of) this Guarantee or any other
document shall be construed as references to this Guarantee, that provision or that document as from time to time amended and words
importing the plural shall include the singular and vice versa.



 


		2	Guarantee



 


In consideration of the Owners
entering into the Charter, the Guarantor hereby unconditionally and irrevocably guarantees as primary obligor and not merely as
surety (in Norwegian: "som selvskyldner"), the due performance of all obligations, including but not limited to
payment obligations, which the Charterers have incurred or may incur towards the Owners under the Charter including but not limited
to (i) interest accrued according to the Charter, (ii) costs (including but not limited to recovery costs) payable by the Charterers
under the Charter and (iii) costs (including but not limited to recovery costs) in connection with the enforcement of this Guarantee
(the “Guaranteed Obligations”).


 




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The Guarantor undertakes to
pay to the Owners in the manner and at the time stated in the penultimate paragraph of this clause after receipt of written demand
of the Owners (the “Demand(s)) all monies as may be due from the Charterers to the Owners which form part of the Guaranteed
Obligations and to discharge as aforesaid all Guaranteed Obligations or any part thereof when the same become due for payment or
discharge under the Charter. The Guarantor undertakes to perform all obligations which form part of the Guaranteed Obligations
when the Charterers are in default and fails to perform the same obligations under the Charter, and undertakes to indemnify the
Owner at all expense if both the Charterers and the Guarantor fails to perform the same obligation.


 


Any Demand(s) shall state that
the Charterers are in default under the Charter and identify the payment (with breakdown of amounts due and payable) or other obligations
that the Charterers have failed to perform.


 


The Guarantor expressly undertakes
to make payment of any amount or to perform any obligation guaranteed hereunder within five (5) Business Days after receipt of
any Demand made in accordance with this Guarantee. Any payments under this Guarantee shall be made in full, free and clear of any
deductions, withholdings, set-offs or counterclaims of any nature whatsoever, and any obligation under this Guarantee shall be
performed in full, free and clear of any amendments, supplements or other changes of any nature whatsoever.


 


If the Guarantor is required
by any authority (not situated in the places hereinafter mentioned) to make any withholding or deduction from any payment, or the
Owners are required to pay any taxes or dues on such payment in any jurisdiction other than Norway, or the place in which the Owners’
account has been opened the Guarantor shall make such withholding or deduction or pay such tax or due so that the Owners at all
times receive and deduction or withholding been required to be made or such due or tax be required to be paid, save where (i) the
tax or due is assumed on any profits, income, capital gains of the Owners; or (ii) is incurred as a result of the Owners having
or being deemed to have a place of business outside of Norway and/or as a result of the Owners being involved in any activity other
than ownership of the Vessel for the Charter Period.


 


		3	Continuing security



 


This Guarantee is a continuing
security for the whole of the Guaranteed Obligations from time to time and shall remain in force notwithstanding (i) the liquidation
of the Charterers, (ii) any change in the constitution of the Charterers or of the Owners or (iii) any amendments and/or additions
made to the Charter.


 




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		4	Preservation of the Owners’ rights



 


		4.1	This Guarantee is in addition to any other security, guarantee or indemnity
now or in the future held by the Owners in respect of the Guaranteed Obligations, whether from the Charterers, other guarantors,
or any other person, and shall not merge with, prejudice or be prejudiced by any such security, guarantee or indemnity or any contractual
or legal right of the Owners.



 


		4.2	Until all claims against the Charterers in respect of the Guaranteed Obligations
have been discharged in full:



 


		(a)	the Guarantor shall not be entitled to participate in any security held or
sums received by the Owners in respect of all or any part of the Guaranteed Obligations;



 


		(b)	the Guarantor shall not stand in the place of, or be subrogated for, the Owners
in respect of any security, nor take any step to enforce any claim against the Charterers (or their estate or effects), nor claim
or exercise any right of set off or counterclaim against the Charterers, nor make any claim in the bankruptcy or liquidation of
the Charterers in respect of any sums paid by the Guarantor to the Owners or in respect of any sum which includes the proceeds
of realisation of any security at any time held by the Owners in respect of the Guarantor’s liabilities;



 


		(c)	the Guarantor shall not take any steps to enforce any claim which they may
have against the Charterers or any surety without the prior written consent of the Owners, and then only on such terms and subject
to such conditions as the Owners may reasonably impose; and



 


		(d)	the Guarantor shall not take from the Charterers any security whatsoever for
the moneys hereby guaranteed.



 


		4.3	If the Guarantor, in breach of paragraph (a), (b), (c) and (d) above, receives
or recovers any money pursuant to any such exercise, claim or proof as therein referred to. it shall hold such money for the Owners
to apply the same as if they were moneys received or recovered by the Owners under this Guarantee.



 


		5	Preservation of Guarantors liability



 


		5.1	The Owners may without the prior written consent of the Guarantor and without
notice to the Guarantor:



 


		(a)	amend, novate, renew, vary or supplement the Charter or release any other security
granted in respect of the Guaranteed Obligations;



 


		(b)	allow to the Charterers or to any other person any time or other indulgence;



 


		(c)	enter into, renew, vary or terminate any other agreement or arrangement with
the Charterers or any other person; or



 




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		(d)	make any concession to the Charterers or do or omit or neglect to do anything which might, but for
this provision, operate to release or reduce the liability of the Guarantor under this Guarantee.



 


		5.2	The liability and obligations of the Guarantor under
this Guarantee shall not be affected by:



 


		(a)	the absence of, or any defective, excessive or irregular exercise of, any of
the powers of the Charterers;



 


		(b)	any security given or payment made to the Owners by the Charterers or any other
person being avoided or reduced under any law (whether English or foreign) relating to bankruptcy or insolvency or analogous circumstance
in force from time to time;



 


		(c)	the liquidation, administration, receivership, insolvency or similar proceedings
of the Guarantor;



 


		(d)	the Charter and/or any other security, guarantee or indemnity now or in the
future held by the Owners being defective, void or unenforceable, or the failure of the Owners to take any security, guarantee
or indemnity; or



 


		(e)	the assignment, amendment, supplement, extension or reinstatement (however
fundamental and whether or not more onerous) of any of the Guaranteed Obligations, or any assignment of this Guarantee.



 


		6	Waivers of the Guarantor



 


The Guarantor
hereby waives:


 


		(a)	any requirement that the Owners make demand upon or seek to enforce remedies
against the Charterers or any other security for any payments or other performance of the Guaranteed Obligations before demanding
payment or performance under this Guarantee, and



 


		(b)	notice of the occurrence of any event of default under the Charter.



 


		7	Representations and warranties



 


As
long as the Guarantee is in effect, the Guarantor makes the representations and warranties set out in this clause 7 to the
Owners:


 


		(a)	it is a company, duly incorporated and validly existing under the laws of the
Republic of the Marshall Islands and listed in NASDAQ;



 


		(b)	it has the power to enter into and perform, and has taken ail necessary action
to authorise the entry into, performance and delivery of this Guarantee, which, when executed in accordance with its terms will
constitute legal, valid and binding obligations enforceable against it in accordance with its terms;



 




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		(c)	the entry into and performance by it of this Guarantee do not and will not
conflict with any applicable law or judicial or official order, the constitutional documents of the Guarantor or conflict with
any document which is binding upon it or any of its assets;



 


		(d)	as at the date hereof no other event is outstanding which constitutes (or with
the giving or notice, lapse of time, determination or materiality or the fulfilment of any other applicable condition or any combination
of the foregoing, might constitute) a default under any document to which it is party or which is binding on it or any of its assets
which is likely to have a material adverse effect on the ability to perform its obligations under this Guarantee;



 


		(e)	all authorisations required in connection with the entry into, performance,
validity and enforceability of, and the transactions contemplated by this Guarantee have been obtained or effected (as appropriate)
and are in full force and effect;



 


		(f)	as at the date hereof no litigation, arbitration or administrative proceedings
against it are current or, to its knowledge, pending or threatened, which would, if adversely determined, have a material adverse
effect on the ability of the Guarantor to perform its payment obligations under the Guarantee;



 


		(g)	under the laws of the Republic of the Marshall Islands in force at the date
hereof, it will not be required to make any deduction or withholding from any payment it may make to the Owners under this Guarantee;



 


		(h)	the obligations
                                         of the Guarantor to the Owners under this Guarantee will rank at least pari passu
                                         with the claims of all its other unsecured and unsubordinated creditors save
                                         those whose claims are preferred by any bankruptcy, insolvency or other similar laws
                                         of general application;



 


		(i)	as at the date hereof it has not taken any corporate action nor have any other
steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution, administration or
re-organisation or for the appointment of a receiver, administrator, administrative receivers trustee or similar officer of it
or of any of its assets or revenues;



 


		(j)	all of the written information supplied by the Guarantor to the Owners in connection herewith was (having
due regard to the nature of that information and the purposes for which it was prepared), true, complete and accurate in all material
respects when supplied and the Guarantor is not aware of any material facts or circumstances existing at the date hereof that have
not been disclosed to the Owners and which might be expected, if disclosed, adversely to affect the decision of a person considering
whether or not to enter into any agreements with the Charterers; and



 




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		(k)	the execution of this Guarantee and its exercise of its
rights and performance of its obligations under the Guarantee will not result in the existence of nor oblige it to create any
encumbrance over all or any of its present or future revenues or assets.



 


		8	Undertakings



 


The Guarantor shall:


 


		(a)	procure the Charterers’ compliance with all of the undertakings which
follows from the Charters, including the provisions of the Charter applicable to the Guarantor;



 


		(b)	not, without the prior written consent of the Owners, which not to be unreasonably
withheld, demerge, merge, split, reorganise or otherwise change their business or operations in a manner so that or as a result
of which its financial condition and/or its ability to fulfil its obligations under this Guarantee would be materially weakened;



 


		(c)	at all times be the 100% parent company of the Charterers and shall not agree
to any transfer of shares, granting of options of ownership, or change in the ownership of the Charterers, without the prior written
consent of the Owners; and



 


		(d)	as soon as reasonably practicable, execute all such documents (including notices),
effect all such registrations and filings, deposit all such documents and do all such things as the Owners may reasonably require
in order to facilitate the enforcement of this Guarantee or the exercise of any rights held by the Owners under this Guarantee.



 


		9	Assignment and other parties rights



 


The Owners shall have the right
to assign to any and all mortgagees of the Vessel and all of the rights, benefit and interest of the Owners in and to this Guarantee.
The Guarantor may not assign nor transfer any of its obligations pursuant to the Guarantee without the prior written consent of
the Owners.


 


		10	Reinstatement



 


Notwithstanding any payment
received by the Owners under the Charter or any other document referred to therein, this Guarantee will be reinstated if such payment
is required by bankruptcy law or any other legal provision to be returned by the Owners to the party or parties having made such
payment.


 


		11	Expiration



 


This Guarantee shall
expire and the Guarantor shall be considered fully released either upon the Guarantor having honoured all the Guaranteed
Obligations or upon the redelivery of the Vessel under the Charter according to the terms of the Charter provided no
Guaranteed Obligations remain outstanding.


 




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		12	Notices



 


Except as otherwise provided
for in this Guarantee, all notices or other communications under or in respect of this Guarantee to either party hereto shall be
in writing and shall be made or given to such party at the address, or to the e-mail address, or fax number appearing below, or
at such other place as such party may hereafter specify for such purpose);


 


(i)in the case of the Owners:


 


Jupiter Bulker AS


c/o NRP Business Management
AS


Haakon Vlls gate 1, 0161 Oslo,
Norway


Fax: +47 22 00 81 91


E-mail:r.risan@nrp.as


 


(ii)in the case of the Guarantor:


 


FreeSeas Inc.


c/o M. DALAKOS – I. FASSOLIS – N.THEOFANOPOULOS
AND


ASSOCIATES LAW OFFICES


15 Sachtouri str.,


18536 Piraeus, Greece,


Attn.: I. FASSOLIS,


e-mail: dftlaw@otenet.qr,


Phone No. + 30 210 4284680,


Fax No. 30 210 4183015


 


		13	Governing law and jurisdiction



 


This Guarantee shall be
governed by and construed in accordance with Norwegian law and any dispute arising out of this Agreement shall be referred to
arbitration in Oslo, Norway according to the Norwegian Arbitration Act of 2004 or any replacement thereof, and, unless the
parties agree forthwith on a single arbitrator, be referred to the final determination of three arbitrators, one to be
appointed be each of the parties and the third to be appointed by the two other arbitrators.


 


Nothing contained in this
Clause shall limit the right of the Owners to commence any proceedings against the Guarantor in any other court of competent jurisdiction
nor shall the commencement of any proceedings against the Guarantor in one or more jurisdictions preclude the commencement of any
proceedings in any other jurisdiction, whether concurrently or not.


 


		14	Severability



 


If at any time any provision
of this Guarantee is void, invalid, illegal or unenforceable, then that provision shall be severed from the remainder, with the
result that the remaining provisions shall remain valid, legal and enforceable in full.


 




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IN WITNESS HEREOF the Owners and the Charterers have
signed and executed TWO COPIES of this Agreement the day and year first written.


 


	For the Owners:	 	For the Guarantor:
	 	 	 
	/s/ Erlend Lous	 	/s/ Ion G. Varouxakis
	Jupiter Bulker AS	 	FreeSeas Inc. 
	 	 	 
	Erlend Lous	 	 
	   Attorney-in-Fact	 	 


 




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