Exhibit 4.27

  

   

  

    

  

  

  
    

    

    

    

    Dated: 27th January 2021

    

    

    

    

    

    

    

    

    

    

    Eurodry ltd.

      (The "Guarantor")

    

    

    

    

    

    

    -And-

    

    

    

    

    

    

    

    

    

    

    Eurobank s.a.

    (the "security trustee")

    

    

    

    

    

    

    

    

    	 	 	 
	 	 	 
	 	
            Guarantee

          	 
	 	 	 


    

    

    

    

    

    

    

    

    
      
        


    

    

    

     

    

    

    

    

    

    INDEX

    

    

    

    

    	
            CLAUSE

          	 	
            PAGE

          
	 	 	 
	
            1.

          	
            INTERPRETATION

          	
            1

          
	 	 	 
	
            2.

          	
            GUARANTEE

          	
            2

          
	 	 	 
	
            3.

          	
            LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR

          	
            2

          
	 	 	 
	
            4.

          	
            EXPENSES

          	
            3

          
	 	 	 
	
            5.

          	
            ADJUSTMENT OF TRANSACTIONS

          	
            3

          
	 	 	 
	
            6.

          	
            PAYMENTS

          	
            3

          
	 	 	 
	
            7.

          	
            INTEREST

          	
            3

          
	 	 	 
	
            8.

          	
            SUBORDINATION

          	
            4

          
	 	 	 
	
            9.

          	
            ENFORCEMENT

          	
            4

          
	 	 	 
	
            10.

          	
            REPRESENTATIONS AND WARRANTIES

          	
            4

          
	 	 	 
	
            11.

          	
            UNDERTAKINGS

          	
            6

          
	 	 	 
	
            12.

          	
            JUDGMENTS AND CURRENCY INDEMNITY

          	
            8

          
	 	 	 
	
            13.

          	
            SET-OFF

          	
            8

          
	 	 	 
	
            14.

          	
            NO SET-OFF OR TAX DEDUCTION

          	
            9

          
	 	 	 
	
            15.

          	
            SUPPLEMENTAL

          	
            9

          
	 	 	 
	
            16.

          	
            TRANSFER

          	
            10

          
	 	 	 
	
            17.

          	
            NOTICES

          	
            10

          
	 	 	 
	
            18.

          	
            INVALIDITY OF LOAN AGREEMENT

          	
            11

          
	 	 	 
	
            19.

          	
            GOVERNING LAW AND JURISDICTION

          	
            11

          


    

    

    
      
        


    

    

    

    

    

    

    

    

    

    THIS GUARANTEE is made on 27 January 2021

     

    

    BETWEEN

    	(1)	
            EURODRY LTD., being a company incorporated in accordance with the laws of the Republic of the Marshall Islands,
              whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, Republic of Marshall Islands (the "Guarantor"); and

          


    	(2)	
            EUROBANK S.A., a banking societe anonyme duly incorporated under the laws of Greece, having its registered
              office at 8, Othonos Street, Athens, Greece, acting for the purposes of this Agreement through its office at 83, Akti Miaouli, 185 38 Piraeus, Greece (the "Security Trustee", which expression includes its successors and assigns).

          


    BACKGROUND

    	(A)	
            By a loan agreement dated 27 January 2021 (hereinafter, as the same may be amended, supplemented, novated or varied from time to time, the "Loan Agreement") and made between (i) Ultra One Shipping Ltd, a company incorporated in accordance with the laws of the Republic of Liberia whose registered office is situated at 80, Broad Street, Monrovia, Liberia ("Borrower A") and Kamsarmax One Shipping Ltd, a company incorporated in accordance with the laws of the Republic of Marshall
              Islands ("Borrower B" and together with Borrower A, the "Borrowers"), as joint and several borrowers, (ii) the banks and financial institutions listed in Schedule 1 thereto, which on the date
              hereof comprised only Eurobank S.A., as lenders ("the Lenders" or "a Lender") and (iii) Eurobank S.A., as agent (the "Agent"), arranger (the "Arranger"), account bank (the "Account Bank") and security trustee (the "Security Trustee" and together with the Lenders, the Agent, the Arranger and the Account Bank, the "Creditor Parties"), it was agreed that the Lenders would make available to the Borrowers a secured term loan facility of up to the lesser of (a) $26,700,000 and (b) 62% of the aggregate Market Value of the Ships as therein
              defined for the purposes and upon the terms and conditions set out therein.

          


    	(B)	
            By an agency and trust deed dated 27 January 2021 and entered into pursuant to the Loan Agreement (the "Agency and Trust Deed"), it was agreed that the Security Trustee would hold the Trust Property on trust for the Lenders.

          


    	(C)	
            The execution and delivery to the Security Trustee of this Guarantee is one of the conditions precedent to the availability of the facility under the said Loan Agreement.

          


    IT IS AGREED as follows:

    	1	
            INTERPRETATION

          


    	1.1	
            Terms defined in the Loan Agreement. Words and expressions defined in the Loan Agreement shall have the same meanings when used in this Guarantee unless
              the context otherwise requires or unless otherwise defined in this Guarantee.

          


    	1.2	
            Construction of certain terms. In this Guarantee:

          


    "bankruptcy" includes a liquidation, receivership or administration and any form of suspension of payments, arrangement with creditors or
      reorganisation under any corporate or insolvency law of any country;

    "Loan Agreement" means the loan agreement dated 27 January 2021 referred to in Recital (A) and includes any existing or future amendments
      or supplements, whether made with the Guarantor's consent or otherwise.

    
      
        


    

    
    

    

    

    

    	1.3	
            Application of construction and interpretation provisions of Loan Agreement. Clauses 1 2 to 1.8 of the Loan Agreement apply, with any necessary
              modifications, to this Guarantee.

          


    	1.4	
            Inconsistency between Loan Agreement provisions and this Guarantee. This Guarantee shall be read together with the other Finance Documents, but in case
              of any conflict between the Loan Agreement and this Guarantee, the provisions of the Loan Agreement shall prevail.

          


    	1.5	
            Contractual recognition of bail-in. The Guarantor agrees to be bound by clause 22.7 (Contractual recognition of
                Bail-In) of the Loan Agreement as if it were a party to the Loan Agreement.

          


    	2	
            GUARANTEE

          


    	2.1	
            Guarantee and indemnity. The Guarantor unconditionally and irrevocably:

          


    	(a)	
            guarantees the due payment of all amounts payable by the Borrowers under or in connection with the Loan Agreement and the Finance Documents and the punctual performance by the Borrowers of all
              their respective obligations thereunder;

          


    	(b)	
            undertakes to pay to the Security Trustee or any other Creditor Party, on the Security Trustee's demand, any such amount which is not paid by the Borrowers when due and payable under or in
              connection with the Loan Agreement and any other Finance Document; and

          


    	(c)	
            as a separate, continuing and primary obligation agrees to fully indemnify the Security Trustee and (to the extent applicable) each other Creditor Party on the Security Trustee's demand in
              respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Security Trustee or the other Creditor Party concerned as a result of or in connection with any obligation or liability guaranteed by
              the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Security Trustee or the other Creditor Party concerned would otherwise have been
              entitled to recover.

          


    	2.2	
            No limit on number of demands. The Security Trustee may serve more than one demand under Clause 2.1.

          


    	2.3	
            Release of Guarantee. This Guarantee shall terminate and be cancelled upon the receipt by the Lender or any other Creditor Party of all amounts due or
              to become due to it hereunder in accordance with the terms hereof, whereupon, the Guarantor shall be fully released from any and all of its obligations hereunder and any other Finance Documents.

          


    	3	
            LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR

          


    	3.1	
            Principal and independent debtor. The Guarantor shall be liable under this Guarantee as a principal and independent debtor and bccordingly it shall not
              have, as regards this Guarantee, any of the rights or defences of a surety.

          


    	3.2	
            Waiver of rights and defences. Without limiting the generality of Clause 3.1, none of the following shall give rise to the Guarantor being discharged,
              or its having any cause of action against any Creditor Party:

          


    	(a)	
            any amendment, novation, restatement or supplement being made to any of the Finance Documents;

          


    
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    	(b)	
            any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, any of the Finance Documents;

          


    	(c)	
            any release or loss (even though negligent) of any right or Security Interest created by any of the Finance Documents;

          


    	(d)	
            any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered
              by such a Security Interest; or

          


    	(e)	
            any other Finance Document or any Security Interest now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including a neglect to register
              it.

          


    	4	
            EXPENSES

          


    	4.1	
            Costs of preservation of rights, enforcement etc. The Guarantor shall pay to the Security Trustee on its demand the amount of all expenses incurred by
              the Security Trustee or any other Creditor Party in connection with any matter arising out of this Guarantee or any Security Interest connected with it, including any advice, claim or proceedings relating to this Guarantee or such a Security
              Interest.

          


    	4.2	
            Fees and expenses payable under Loan Agreement. Clause 4.1 is without prejudice to the Guarantor's liabilities in respect of the Borrowers' obligations
              under clause 20 of the Loan Agreement (fees and expenses) and under similar provisions of the other Finance Documents.

          


    	5	
            ADJUSTMENT OF TRANSACTIONS

          


    	5.1	
            Reinstatement of obligation to pay. The Guarantor shall pay to the Security Trustee or, as the case may be, to any other Creditor Party on its demand
              any amount which any Creditor Party is required, or agrees, to pay pursuant to any claim by, or settlement with, a trustee in bankruptcy of the Borrowers or of another Security Party (or similar person) on the ground that the Loan Agreement
              or any other Finance Document, or a payment by the Borrowers or of another Security Party, was invalid or on any similar ground.

          


    	6	
            PAYMENTS

          


    	6.1	
            Method of payments. Any amount due under this Guarantee shall be paid:

          


    	(a)	
            in immediately available funds;

          


    	(b)	
            to such account as the Security Trustee may from time to time notify to the Guarantor;

          


    	(c)	
            without any form of set-off, cross-claim or condition; and

          


    	(d)	
            free and clear of any tax deduction except a tax deductibn which the Guarantor is required by law to make.

          


    	7	
            INTEREST

          


    	7.1	
            Accrual of interest. Any amount due under this Guarantee shall carry interest after the date on which the Security Trustee or any other Creditor Party
              demands payment of it until it is actually paid, unless interest on that same amount also accrues under the Loan Agreement.

          


    
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    	7.2	
            Calculation of interest. Interest under this Guarantee shall be calculated and accrue in the same way as interest under clause 5 of the Loan Agreement.

          


    	7.3	
            Guarantee extends to interest payable under Loan Agreement. For the avoidance of doubt, it is confirmed that this Guarantee covers all interest payable
              under the Loan Agreement, including that payable under clause 7 of the Loan Agreement.

          


    	8	
            SUBORDINATION

          


    	8.1	
            Subordination of rights of Guarantor. All rights which the Guarantor at any time has (whether in respect of this Guarantee or any other transaction)
              against the Borrowers, any other Security Party or their respective assets shall be fully subordinated to the rights of the Security Trustee or any other Creditor Party under the Finance Documents; and in particular, the Guarantor shall not:

          


    	(a)	
            claim, or in a bankruptcy of the Borrowers or any other Security Party prove for, any amount payable to the Guarantor by the Borrowers or any other Security Party, whether in respect of this
              Guarantee or any other transaction;

          


    	(b)	
            take or enforce any Security Interest for any such amount;

          


    	(c)	
            claim to set-off any such amount against any amount payable by the Guarantor to the Borrowers or any other Security Party; or

          


    	(d)	
            claim any subrogation or other right in respect of any Finance Document or any sum received or recovered by a Creditor Party under a Finance Document.

          


    	9	
            ENFORCEMENT

          


    	9.1	
            No requirement to commence proceedings against the Borrowers. Neither the Security Trustee nor any other Creditor Party will need to commence any
              proceedings under, or enforce any Security Interest created by, the Loan Agreement or any other Finance Document before claiming or commencing proceedings under this Guarantee.

          


    	9.2	
            Conclusive evidence of certain matters. However, as against the Guarantor:

          


    	(a)	
            any judgment or order of a court in England or the Marshall Islands or any other Relevant Jurisdiction in connection with the Loan Agreement; and

          


    	(b)	
            any written statement or admission of the Borrowers (absent any manifest error) in connection with the Loan Agreement or any other Finance Document,

          


    shall be binding and conclusive as to all matters of fact and law to which it relates.

    	9.3	
            Suspense account. The Security Trustee and any Creditor Party may, for the purpose of claiming or proving in a bankruptcy of the Borrowers or any other
              Security Party, place any sum received or recovered under or by virtue of this Guarantee or any Security Interest connected with it on a separate suspense or other nominal account without applying it in satisfaction of the Borrowers'
              obligations under the Loan Agreement or any other Finance Document.

          


    	10	
            REPRESENTATIONS AND WARRANTIES

          


    	10.1	
             General. The Guarantor represents and warrants to the Security Trustee as follows.

          


    
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    	10.2	
            Status. The Guarantor is duly incorporated and validly existing and in good standing under the laws of the Republic of the Marshall Islands, will be in
              compliance with the Republic of the Marshall Islands Economic Substance Regulation 2018 in accordance with its terms and time frame once the same becomes applicable and is not a FATCA FFI or a US Tax Obligor.

          


    	10.3	
            Corporate power. The Guarantor has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:

          


    	(a)	
            to execute this Guarantee; and

          


    	(b)	
            to make all the payments contemplated by, and to comply with this Guarantee.

          


    	10.4	
            Consents in force. All the consents referred to in Clause 10.3 remain in force and nothing has occurred which makes any of them liable to revocation.

          


    	10.5	
            Legal validity. This Guarantee constitutes the Guarantor's legal, valid and binding obligations enforceable against the Guarantor in accordance with its
              terms subject to any relevant insolvency laws affecting creditors' rights generally.

          


    	10.6	
            No conflicts. The execution by the Guarantor of this Guarantee and its compliance with this Guarantee will not involve or lead to a contravention of:

          


    	(a)	
            any law or regulation; or

          


    	(b)	
            the constitutional documents of the Guarantor; or

          


    	(c)	
            any contractual or other obligation or restriction which is binding on the Guarantor or any of its assets.

          


    	10.7	
            No withholding taxes. All payments which the Guarantor is liable to make under this Guarantee may be made without deduction or withholding for or on
              account of any tax payable under any law of any Relevant Jurisdiction.

          


    	10.8	
            No default. To the knowledge of the Guarantor, no Event of Default or Potential Event of Default has occurred and is continuing.

          


    	10.9	
            Information. All information which has been provided in writing by or on behalf of the Guarantor to the Security Trustee or any other Creditor Party in
              connection with any Finance Document satisfied the requirements of Clause 11.2; all audited financial statements which have been so provided satisfied the requirements of Clause 11.4; and there has been no material adverse change in the
              financial position or state of affairs of the Guarantor from that disclosed in the latest of those accounts which could (in the reasonable opinion of the Security Trustee or any other Creditor Party) affect the solvency of the Guarantor.

          


    	10.10	
            No litigation. No legal or administrative action involving the Guarantor has been commenced or taken or, to the Guarantor's knowledge, is likely to be
              commenced or taken which, in either case, would be likely to have a Material Adverse Effect on the Guarantor's financial position or profitability.

          


    	10.11	
            The Guarantor represents and warrants that:

          


    	(a)	
            its total debt net of cash will not exceed 75% of the total market value of its assets; and

          


    	(b)	
            the Guarantor's minimum Net Worth listed in Nasdaq will throughout the Security Period be at least United States Dollars fifteen million ($15,000,000).

          


    
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    	10.12	
            Disclosure of material facts. The Guarantor is not aware of any material facts or circumstances which have not been disclosed to the Security Trustee or
              any other Creditor Parties and which might, if disclosed, have adversely affected their decision (acting reasonably) considering whether or not to make loan facility of the nature contemplated by the Loan Agreement available to the Borrowers.

          


    	10.13	
            Copy Loan Agreement. The Guarantor has received a copy of the Loan Agreement and represents and warrants that it is fully aware of all the terms and
              provisions of the Loan Agreement and the other Finance Documents.

          


    	11	
            UNDERTAKINGS

          


    	11.1	
            General. The Guarantor undertakes with the Security Trustee to comply with the following provisions of this Clause 11 at all times during the Security
              Period, except as the Security Trustee may otherwise permit.

          


    	11.2	
            Information provided to be accurate. All financial and other information which is provided in writing by or on behalf of the Guarantor under or in
              connection with this Guarantee will be true and not misleading and will not omit any material fact or consideration.

          


    	11.3	
            Provision of financial statements. The Guarantor will send to the Security Trustee:

          


    	(a)	
            as soon as possible, but in no event later than 180 days after the end of each financial year of the Guarantor, the annual audited consolidated financial statements of the Guarantor and its
              subsidiaries; and

          


    	(b)	
            promptly after each written request by the Security Trustee, such further information about the financial condition, commitments and operations of its managed fleet and of each Security Party,
              as the Security Trustee may reasonably require.

          


    	11.4	
            Form of financial statements. All audited consolidated financial statements delivered under Clause 11.3 will:

          


    	(a)	
            be prepared in accordance with all applicable laws and GAAP consistently applied;

          


    	(b)	
            give a true and fair view of the state of affairs of the Guarantor at the date of those accounts and of the profit for the period to which those accounts relate; and

          


    	(c)	
            fully disclose or provide for all significant liabilities of the Guarantor.

          


    	11.5	
            Shareholder and creditor notices. The Guarantor will send the Security Trustee, at the same time as they are despatched, copies of all communications
              which are

          


    despatched to the Guarantor's shareholders and creditors or any class of them.

    	11.6	
            Consents. The Guarantor will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Security Trustee of, all
              consents required:

          


    	(a)	
            for the Guarantor to perform its obligations under this Guarantee;

          


    	(b)	
            for the validity or enforceability of this Guarantee;

          


    and the Guarantor will comply with the terms of all such consents.

    	11.7	
            Maintenance of Security Interests. The Guarantor will:

          


    
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    	(a)	
            at its own cost, do all that it reasonably can to ensure that any Finance Document to which it is a party validly creates the obligations and the Security Interests which it purports to
              create; and

          


    	(b)	
            without limiting the generality of paragraph (a) above, at its own cost, promptly register, file, record or enrol any Finance Document to which it is a party with any court or authority in all
              Relevant Jurisdictions, pay any stamp, registration or similar tax in all Relevant Jurisdictions in respect of any Finance Document to which it is a party, give any notice or take any other step which may be or become necessary or desirable
              for any Finance Document to which it is a party to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

          


    	11.8	
            Notification of litigation. The Guarantor will provide the Security Trustee with details of any legal or administrative action involving the Guarantor
              as soon as such action is instituted or it becomes apparent to the Guarantor that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of this Guarantee.

          


    	11.9	
            Notification of default. The Guarantor will notify the Security Trustee as soon as the Guarantor becomes aware of:

          


    	(a)	
            the occurrence of an Event of Default or a Potential Event of Default which are continuing; or

          


    	(b)	
            any matter which indicates that an Event of Default or a Potential Event of Default which are continuing may have occurred;

          


    and will thereafter keep the Security Trustee fully up-to-date with all developments.

    	11.10	
            Maintenance of status. The Guarantor will maintain its separate corporate existence and remain in good standing under the laws of the Republic of the
              Marshall Islands and will comply in all respects with the Republic of the Marshall Islands Economic Substance Regulation 2018 in accordance with its terms and time frame once the same becomes applicable.

          


    	11.11	
            Negative pledge. The Guarantor shall procure that the Borrowers will not, create or permit to arise any Security Interest over any asset present or
              future except Security Interests created or permitted by the Finance Documents and except for Permitted Security Interests.

          


    	11.12	
            No disposal of assets, change of business. The Guarantor will not, and shall procure that the Borrowers will not:

          


    	(a)	
            transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not except in the usual course of
              its trading operations; or

          


    	(b)	
            make any substantial change to the nature of its business from that dxisting at the date of this Guarantee.

          


    	11.13	
            No merger etc. The Guarantor shall procure that the Borrowers will not, enter into any form of merger, sub-division, amalgamation or other
              reorganisation, and shall ensure that throughout the Security Period, no change shall be made to the legal or beneficial ownership of the shares in the Guarantor without the prior written consent of the Lenders, which shall not be
              unreasonably withheld. For the avoidance of doubt the Lenders consent and agree to any changes relating to the Guarantor's trading

          


    
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    shares in the normal course of business and confirm that such changes do not violate the terms of this Guarantee.

    	11.14	
            Maintenance of ownership of Borrowers. The Guarantor shall remain the beneficial owner of the entire issued and allotted share capital of the Borrowers,
              free from any Security Interest, and shall ensure that throughout the Security Period, no change shall be made to the legal ownership of the shares in the Borrowers. For the avoidance of doubt the last sentence of Clause 11.13 above applies
              to this Clause 11.14.

          


    	11.15	
            Sanctions.

          


    The Guarantor confirms and undertakes that it shall (and shall procure that the Borrowers shall) comply with all Sanctions applicable to it
      or the Borrowers, in accordance with the Loan Agreement.

    	11.16	
            Application of FATCA. The Guarantor shall not become a FATCA FFI or a US Tax Obligor, without the prior written consent of the Lenders.

          


    	11.17	
            Pari Pasu. The obligations of the Guarantor under this Guarantee and each of the Finance Documents to which the Guarantor is or is to be a party are
              direct, general and unconditional obligations of the Guarantor and rank at least pari passu with all other present and future unsecured and unsubordinated Financial Indebtedness of the Guarantor except for obligations which are mandatorily
              preferred by operation of law and not by contract

          


    	12	
            JUDGMENTS AND CURRENCY INDEMNITY

          


    	12.1	
            Judgments relating to Loan Agreement. This Guarantee shall cover any amount payable by the Borrowers under or in connection with any judgment relating
              to the Loan Agreement.

          


    	12.2	
            Currency indemnity. In addition, clause 21.5 (Currency indemnity) of the Loan Agreement shall apply, with any
              necessary adaptations, in relation to this Guarantee.

          


    	13	
            SET-OFF

          


    	13.1	
            Application of credit balances. The Security Trustee may at any time after the occurrence of an Event of Default which is continuing without prior
              notice:

          


    	(a)	
            apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Guarantor at any office in any country of the Security Trustee or any other
              Creditor Party in or towards satisfaction of any sum then due from the Guarantor to the Security Trustee under this Guarantee; and

          


    	(b)	
            for that purpose:

          


    	

          	(i)	
            break, or alter the maturity of, all or any part of a deposit of the Guarantor;

          


    	

          	(ii)	
            convert or translate all or any part of a deposit or other credit balance into Dollars;

          


    	

          	(iii)	
            enter into any other transaction or make any entry with regard to the credit balance which the Security Trustee considers appropriate.

          


    	13.2	
            Existing rights unaffected. The Security Trustee shall not be obliged to exercise any of its rights under Clause 13.1; and those rights shall be without
              prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or

          


    
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    remedy to which the Security Trustee or any other Creditor Party is entitled (whether under the general law or any document).

    	14	
            NO SET-OFF OR TAX DEDUCTION

          


    	14.1	
            No deductions. All amounts due from the Guarantor under this Guarantee shall be paid:

          


    	(a)	
            without any form of set-off, cross-claim or condition; and

          


    	(b)	
            free and clear of any tax deduction except a tax deduction which the Guarantor is required by law to make.

          


    	14.2	
            Grossing-up.

          


    	(a)	
            If the Guarantor is required by law to make a tax deduction from any payment:

          


    	

          	(i)	
            the Guarantor shall notify the Security Trustee as soon as it becomes aware of the requirement;

          


    	

          	(ii)	
            the Guarantor shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises;

          


    	

          	(iii)	
            the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Security Trustee or any other Creditor Party receives and retains (free from any
              liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which it would otherwise have received.

          


    	(b)	
            If the Guarantor is required to make a FATCA deduction, the provisions of Clause 22.6 (FATCA Deduction) of the Loan Agreement shall apply to this
              Guarantee as if they were incorporated into it with any necessary modifications.

          


    	14.3	
            Evidence of payment of taxes. Within 1 month after making any tax deduction, the Guarantor shall deliver to the Security Trustee documentary evidence
              satisfactory to the Lender that the tax had been paid to the appropriate taxation authority.

          


    	14.4	
            Exclusion of tax on overall net income. In this Clause 14 "tax deduction" means any deduction or withholding for or on account of any present or future
              tax except tax on any Creditor Party's overall net income.

          


    	15	
            SUPPLEMENTAL

          


    	15.1	
            Continuing guarantee. This Guarantee shall remain in force as a continuing security at all times during the Security Period.

          


    	15.2	
            Rights cumulative, non-exclusive. The Security Trustee's rights under and in connection with this Guarantee are cumulative, may be exercised as often as
              appears expedient and shall not be taken to exclude or limit any right or remedy conferred by law.

          


    	15.3	
            No impairment of rights under Guarantee: If the Security Trustee omits to exercise, delays in exercising or invalidly exercises any of its rights under
              this Guarantee, that shall not impair that or any other right of the Security Trustee under this Guarantee.

          


    
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    	15.4	
            Severability of provisions. If any provision of this Guarantee is or subsequently becomes void, illegal, unenforceable or otherwise invalid, that shall
              not affect the validity, legality or enforceability of its other provisions.

          


    	15.5	
            Guarantee not affected by other security. This Guarantee shall not impair, nor be impaired by, any other guarantee, any Security Interest or any right
              of set-off or netting or to combine accounts which any Creditor Party may now or later hold in connection with the Loan Agreement.

          


    	15.6	
            Guarantor bound by Loan Agreement. The Guarantor agrees with the Security Trustee to be bound by all provisions of the Loan Agreement which are
              applicable to the Security Parties in the same way as if those provisions had been set out (with any necessary modifications) in this Guarantee.

          


    	15.7	
            Applicability of provisions of Guarantee to other Security Interests. Any Security Interest which the Guarantor creates (whether at the time at which it
              signs this Guarantee or at any later time) to secure any liability under this Guarantee shall be a principal and independent security, and Clauses 3 and 18 shall, with any necessary modifications, apply to it, notwithstanding that the
              document creating the Security Interest neither describes it as a principal or independent security nor includes provisions similar to Clauses 3 and 18.

          


    	15.8	
            Applicability of provisions of Guarantee to other rights. Clauses 3 and 18 shall also apply to any right of set-off or netting or to combine accounts
              which the Guarantor creates by an agreement entered into at the time of this Guarantee or at any later time (notwithstanding that the agreement does not include provisions similar to Clauses 3 and 18), being an agreement referring to this
              Guarantee.

          


    	15.9	
            Third party rights. A person (other than a Creditor Party) who is not a party to this Guarantee has no right under the Contracts (Rights of Third
              Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Guarantee.

          


    	16	
            TRANSFER

          


    	16.1	
            Transfer by Security Trustee. The Security Trustee may transfer its rights under and in connection with this Guarantee to the same extent as it may
              transfer its rights under the Loan Agreement and the other Finance Documents.

          


    	16.2	
            Benefit of this Guarantee. This Guarantee will bind the Guarantor and its successors and will enure to the benefit of the Creditor Parties and their
              respective successors, transferees and assigns, as if each of the other Creditor Parties had also been a Party. The Guarantor acknowledges the transfer provisions in clause 26 (Transfers and Changes in
                Lending Offices) of the Loan Agreement and agrees that any person in favour of whom a transfer is made in accordance with those provisions will be entitled to the benefit of this Guarantee.

          


    	17	
            NOTICES

          


    	17.1	
            Notices to Guarantor. Any notice or demand to the Guarantor under or in connection with this Guarantee shall be given by letter or fax or electronic
              mail at:

          


    Eurodry Ltd.

      c/o Eurobulk Ltd.

      4, Messogiou & Evropis Street

      151 24 Maroussi

      Greece

      Fax No: +30 2111 804097

      Attn: Tassos Aslidis/Simos Pariaros

    

    

    
      10

      
        


    

    
    

    

    or to such other address, fax number, or electronic mail or officer which the Guarantor may notify to the Security Trustee.

    	17.2	
            Application of certain provisions of Loan Agreement. Clauses 28.3, 28.4 and 28.5 of the Loan Agreement apply to any notice or demand under or in
              connection with this Guarantee.

          


    	17.3	
            Validity of demands. A demand under this Guarantee shall be valid notwithstanding that it is served:

          


    	(a)	
            on the date on which the amount to which it relates is payable by the Borrowers under the Loan Agreement;

          


    	(b)	
            at the same time as the service of a notice under paragraph (a)(i) of clause 19.2 of the Loan Agreement;

          


    and a demand under this Guarantee may refer to all amounts payable under or in connection with the Loan Agreement without specifying a
      particular sum or aggregate sum.

    	17.4	
            Notices to Security Trustee. Any notice to the Security Trustee under or in connection with this Guarantee shall be sent to the same address and in the
              same manner as notices to the Security Trustee under the Loan Agreement.

          


    	18	
            INVALIDITY OF LOAN AGREEMENT

          


    	18.1	
            Invalidity of Loan Agreement. In the event of:

          


    	(a)	
            the Loan Agreement now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever, whether of a similar
              kind or not; or

          


    	(b)	
            without limiting the scope of paragraph (a), a bankruptcy of the Borrowers, the introduction of any law or any other matter resulting in the Borrowers being discharged from liability under the
              Loan Agreement, or the Loan Agreement ceasing to operate (for example, by interest ceasing to accrue),

          


    this Guarantee shall cover any amount which would have been or become payable under or in connection with the Loan Agreement if the Loan
      Agreement had been and remained entirely valid, legal and enforceable, or the Borrowers had not suffered bankruptcy, or any combination of such events or circumstances, as the case may be, and the Borrowers had remained fully liable under it for
      liabilities whether invalidly incurred or validly incurred but subsequently retrospectively invalidated; and references in this Guarantee to amounts payable by the Borrowers under or in connection with the Loan Agreement shall include references to
      any amount which would have so been or become payable as aforesaid.

    	18.2	
            Invalidity of Finance Documents. Clause 18.1 also applies to each of the Finance Documents to which the Borrowers are a party.

          


    	19	
            GOVERNING LAW AND JURISDICTION

          


    	19.1	
            English law. This Guarantee (and any non contractual obligations connected with it) shall be governed by, and construed in accordance with, English law.

          


    	19.2	
             Exclusive English jurisdiction. Subject to Clause 19.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.

          


    
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    	19.3	
            Choice of forum for the exclusive benefit of the Security Trustee. Clause 19.2 is for the exclusive benefit of the Security Trustee, which reserves the
              rights:

          


    	(a)	
            to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and

          


    	(b)	
            to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

          


    The Guarantor shall not commence any proceedings in any country other than England in relation to a Dispute.

    	19.4	
            Service of process.

          


    	(a)	
            Without prejudice to any other mode of service allowed under any relevant law, the Guarantor:

          


    	

          	(i)	
            irrevocably appoints Hill Dickinson at The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW, England (Tel.: +44 (0)20 7283 9033, fax' +44 (0)20 7283 1144, attention of: Mr. Roderick James
              Palmer), as its agent for service of process in relation to any proceedings before the English courts in connection with this Guarantee and any Finance Document; and

          


    	

          	(ii)	
            agrees that (on the understanding that process has first duly been served upon the process agent) failure by a process agent to notify the Guarantor of the process will not invalidate the
              proceedings concerned.

          


    	

          	(b)	
            If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process or terminates its appointment as agent for service of process, the
              Guarantor must immediately (and in any event within seven (7) days of such event taking place) appoint another agent on terms reasonably acceptable to the Security Trustee. Failing this, the Security Trustee may appoint another agent for this
              purpose and will duly notify the Guarantor on the contact details of the same.

          


    	19.5	
            Creditor Parties' rights unaffected. Nothing in this Clause 19 shall exclude or limit any right which any Creditor Party may have (whether under the law
              of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

          


    	19.6	
            Meaning of "proceedings" and "Dispute". In this Clause 19, "proceedings" means proceedings of any kind, including an application for a provisional or
              protective measure and a "Dispute" means any dispute arising out of or in connection with this Guarantee (including a dispute relating to the existence, validity or termination of this Guarantee) or any non-contractual obligation arising out
              of or in connection with this Guarantee.

          


    THIS GUARANTEE has been entered into on the date stated at the beginning of
      this Guarantee.

    
      12

      
        


    

    

    

    EXECUTION PAGE

    

    

    	
            GUARANTOR

          	 	 	 	 
	 	 	 	 	 
	
            EXECUTED AS A DEED

          	
            )

          	 	 	 
	
            by Stefania Karmiri

          	
            )

          	 	
            /s/ Stefania Karmiri

          	 
	
            for and on behalf of

          	
            )

          	 	 	 
	
            EURODRY LTD.

          	
            )

          	 	 	 
	
            of the Marshall Islands

          	
            )

          	 	 	 
	
            pursuant to a power of attorney

          	
            )

          	 	 	 
	
            dated 13 January 2021

          	
            )

          	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    

    

    

    

    

    	
            in the presence of

          	 
	 	 	 
	
            Witness:

          	
            /s/ Avramidou Aikaterini Maria

          	 
	
            Name:

          	
            Avramidou Aikaterini Maria

          	 
	
            Address:

          	
            13, Defteras Merarchias Street

              Piraeus, 18535, Greece,

          	 
	
            Occupation:

          	
            Attorney-at-law

          	 
	 	 	 


    

    

    	
            SECURITY TRUSTEE

          	 	 	 	 
	 	 	 	 	 
	
            EXECUTED AS A DEED

          	
            )

          	 	 	 
	
            by Stavros Yagos

          	
            )

          	 	
            /s/ Stavros Yagos

          	 
	
            and Nikoletta Mitropoulou

          	
            )

          	 	
            /s/ Nikoletta Mitropoulou

          	 
	
            for and on behalf of

          	
            )

          	 	 	 
	
            EUROBANK S.A.

          	
            )

          	 	 	 
	
            pursuant to a power of attorney

          	
            )

          	 	 	 
	
            dated 20 March 2020

          	
            )

          	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    

    	
            in the presence of

          	 
	 	 	 
	
            Witness:

          	
            /s/ Avramidou Aikaterini Maria

          	 
	
            Name:

          	
            Avramidou Aikaterini Maria

          	 
	
            Address:

          	
            13, Defteras Merarchias Street

              Piraeus, 18535, Greece,

          	 
	
            Occupation:

          	
            Attorney-at-law

          	 
	 	 	 


    

    

    

    

  

  13