AMENDMENT NO. 1 TO MASTER AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1

This Amendment No. 1 (this "Amendment") to that certain Master Agreement, dated as of April 26, 2017 (the "Master Agreement"), by and between Hunter Maritime Acquisition Corp., a Xxxxxxxx Islands corporation ("Hunter Maritime") and Rovison Shipping Company Limited, Frantia Shipping Company Limited, Victorscope Shipping Company Limited, Lodeo Shipping Company Limited and Vireto Shipping Company Limited, each a Cypriot company (collectively, the "Sellers" and each one of them, a "Seller"), is entered into as of May 31, 2017. Hunter Maritime and the Sellers are sometimes referred to herein collectively as the "Parties," and individually, a "Party." Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Master Agreement.

WHEREAS, in accordance with Section 10.9 of the Master Agreement, the Parties desire to amend the Master Agreement as set forth in this Amendment.

WHEREAS, all other terms and conditions contained in the Master Agreement shall remain unchanged.

NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

1. Amendments to the Master Agreement

(a) Aggregate Purchase Price. The term "Aggregate Purchase Price" as used in the Master Agreement shall be amended and restated in its entirety to mean "the aggregate purchase price of $133,500,000, as such price may be reduced by the Vessel Purchase Price of any Vessel that is not delivered to Hunter Maritime or its subsidiary nominee at Closing pursuant to the related Memorandum of Agreement."

(b) Memoranda of Agreement. The term "Memoranda of Agreement" and "MOAs" as used in the Master Agreement shall be amended and restated in its entirety to mean "the five separate memoranda of agreement, each relating to the purchase and sale of one of the Vessels, each dated April 26, 2017, by and between Hunter Maritime (having the right to nominate a subsidiary thereunder) and the applicable Seller, as modified by the applicable addendum thereto, dated May 31, 2017, by and between Hamburg Maritime NV (the subsidiary nominee of Hunter Maritime) and the applicable Seller, copies of each of which are attached hereto as Exhibits A-1 to A-5."

(c) Schedule 1 to the Master Agreement. Schedule 1 (The Sellers and the Vessels) to the Master Agreement is hereby replaced in its entirety with Schedule 1 (The Sellers and the Vessels) hereto.

(d) Exhibits A-1 through A-5 to the Master Agreement. Exhibits A-1 through A-5 of the Master Agreement, containing copies of the Memoranda of Agreement, each dated April 26, 2017, relating to the individual purchase and sale of each Vessel, is hereby amended and supplemented to include copies of the addenda thereto, each dated May 31, 2017, which are attached hereto as Exhibits A-1 through A-5.

(e) Exhibit C to the Master Agreement. The Form of Right of First Refusal Agreement for Technical Management of Certain Vessels contained in Exhibit C to the Master Agreement is hereby replaced in its entirety with the revised Form of Right of First Refusal Agreement for Technical Management of Certain Vessels contained in Exhibit B hereto.

2. Effect of this Amendment. Except as set forth in this Amendment, all other terms, conditions, and agreements contained in the Master Agreement shall remain in full force and effect.

3. Other Miscellaneous Terms. The provisions of Article X (Miscellaneous) of the Master Agreement shall apply mutatis mutandis to this Amendment, and to the Master Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

(Remainder of page intentionally left blank. Signature pages to follow.)

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.

HUNTER MARITIME ACQUISITION CORP., as Buyer

By: /s/ Ludovic Saverys

Name: Ludovic Saverys

Title: Chief Financial Officer

By: /s/ Xxxxxx Xxxxxxxxxx

Name: Xxxxxx Xxxxxxxxxx

Title: Chief Commercial Officer

ROVISON SHIPPING COMPANY LIMITED, as a Seller

By: /s/ Xxxxxxxxx Sykopetritis
Name: Xxxxxxxxx Sykopetritis

Title: Director

By: /s/ Xxxx Photi
Name: Xxxx Photi

Title: Director

FRANTIA SHIPPING COMPANY LIMITED, as a Seller

By: /s/ Xxxxxxxxx Sykopetritis
Name: Xxxxxxxxx Sykopetritis

Title: Director

By: /s/ Xxxx Photi
Name: Xxxx Photi

Title: Director

VICTORSCOPE SHIPPING COMPANY LIMITED, as a Seller

By: /s/ Xxxxxxxxx Sykopetritis
Name: Xxxxxxxxx Sykopetritis

Title: Director

By: /s/ Xxxx Photi
Name: Xxxx Photi

Title: Director

LODEO SHIPPING COMPANY LIMITED, as a Seller

By: /s/ Xxxxxxxxx Sykopetritis
Name: Xxxxxxxxx Sykopetritis

Title: Director

By: /s/ Xxxx Photi
Name: Xxxx Photi

Title: Director

VIRETO SHIPPING COMPANY LIMITED, as a Seller

By: /s/ Xxxxxxxxx Sykopetritis
Name: Xxxxxxxxx Sykopetritis

Title: Director

By: /s/ Xxxx Photi
Name: Xxxx Photi

Title: Director

SCHEDULE 1

The Sellers and the Vessels

Vessel

Seller

Yard

Year Built

Vessel Type and Class

DWT

Flag

Price (USD)

Employment

Xxxxxxxxx Xxxxxx

Victorscope Shipping Company Ltd.

New Times Shipbuilding (China)

2011

Capesize

175,154

The Republic of the Xxxxxxxx Islands

27,620,000.00

Time charter with Swiss Marine, expiring minimum December 18, 2017, maximum April 17, 2018 at $13,500 per day

Xxxxx Xxxxxx

Lodeo Shipping Company Ltd.

New Times Shipbuilding (China)

2011

Capesize

175,181

The Republic of the Xxxxxxxx Islands

27,620,000.00

Voyage charter with Classic Maritime, expiring about May 18, 2017 at freight rate $6,60 pmt for route C5 Port Hedland/Qingdao

Xxxx Xxxxxx

Frantia Shipping Company Ltd.

New Times Shipbuilding (China)

2010

Capesize

175,397

The Republic of the Xxxxxxxx Islands

25,320,000.00

Time charter with Cargill, expiring minimum July 3, 2017, maximum October 18, at $12,000 per day

Xxxx Xxxxxx

Rovison Shipping Company Ltd.

New Times Shipbuilding (China)

2010

Capesize

175,401

The Republic of the Xxxxxxxx Islands

25,320,000.00

Time charter with Swiss Marine, expiring April 25, 2017 at $7,000 per day, thereafter in direct continuation expiring minimum February 10, 2018, maximum July 10, 2018 at $ 8,100 per day

Xxx Xxxxxx

Vireto Shipping Company Ltd.

New Times Shipbuilding (China)

2011

Capesize

175,219

The Republic of the Xxxxxxxx Islands

27,620,000.00

Time charter with Swiss Marine, expiring minimum August 23, 2017, maximum February 22, 2018 at $7,700 per day

Exhibit A-1 to A-5

[Addenda to Memoranda of Agreement]

(Please see Exhibits 10.2 through 10.6 to the Form 6-K filed by Hunter Maritime Acquisition Corp., on May 31, 2017)

Exhibit B

[Form of Right of First Refusal Agreement for Technical Management of Certain Vessels]

RIGHT OF FIRST REFUSAL AGREEMENT XXXXXXX
XXXXXX MARITIME ACQUISITION CORP. as grantors and AMBRA SHIPMANAGEMENT LIMITED as beneficiaries

THIS RIGHT OF FIRST REFUSAL AGREEMENT is entered into as a deed this _______________________ 2017 between HUNTER MARITIME ACQUISITION CORP., a corporation formed under the laws of the Xxxxxxxx Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Xxxxxxxx Islands, (the "Grantors") and AMBRA SHIPMANAGEMENT LIMITED, LIMASSOL, CYPRUS, a company formed under the laws of Cyprus with its registered office at 168, Ayias Phylaxoes Xxxxxx XXX Xxxxx, 0^xx Xxxxx, 0000 Xxxxxxxx, Xxxxxx, (the "Ambra"). The Grantors and Ambra are sometimes referred to herein collectively as the "Parties," and individually, a "Party."

WHEREAS:

I.	Ambra is a management company with, amongst others, dry bulk vessels under its management.

II.	The Grantors plan to either acquire or bareboat charter dry bulk vessels.

III.

The Grantors desire to xxxxx Xxxxx a right of first refusal to be appointed technical and crew ship manager of additional dry bulk vessels to be acquired or bareboat chartered by the Grantors or any of its subsidiaries or affiliates in the future, all as more closely stipulated herein and separate from the five vessels to be managed under ship management agreements dated.

IT IS AGREED

1	DEFINITIONS AND INTERPRETATION

1.1	For purposes of this Agreement, the following terms shall have the following meanings:

"Master Agreement" means an agreement dated on or about the date of this Agreement and made between the Grantors and the Sellers.

"Offer Notice" means the notice described in Clause 4.2.

Owners" means the Grantors or any affiliate, subsidiary, or entity under the control of the Grantors, or in common control with the Grantors, and each an "Owner".

"Response Notice" means the notice described in Clause 4.3.

"ROFR Eligible Vessel" or "ROFR Eligible Vessels" means one or more dry bulk vessels (other than the Vessels), purchased, bareboat chartered or to be purchased or bareboat chartered, by one or more Owners, during the ROFR Period.

"ROFR Period" means the period commencing on the Closing and ending on the date (i) that is the second anniversary of the Closing or (ii) the date on which the Grantors have offered fifteen (15) ROFR Eligible Vessels for technical and crew management by Ambra, whichever is the earlier.

"XXXXXXX" means the terms and conditions contained in the ship management agreement attached hereto as Annex "A".

1.2	Words and expressions defined in the Master Agreement and not defined in this Agreement shall have the same meaning when used in this Agreement.

1.3	In this Agreement:

1.3.1

words denoting the plural number include the singular and vice versa;

1.3.2

words denoting persons include corporations, limited liability companies, partnerships, associations of persons (whether incorporated or not) or governmental or quasi-governmental bodies or authorities and vice versa;

1.3.3

references to Recitals and Clauses are references to recitals and clauses of this Agreement;

1.3.4

references to this Agreement include the Recitals;

1.3.5

the headings are for the purposes of reference only, have no legal or other significance, and shall be ignored in the interpretation of this Agreement;

1.3.6

references to any document are, unless the context otherwise requires, references to that document as amended, supplemented, novated or replaced from time to time;

1.3.7

references to statutes or provisions of statutes are references to those statutes, or those provisions, as from time to time amended, replaced or re-enacted;

1.3.8

references to the Grantors include its successors, transferees and assignees.

2	CONDITIONS PRECEDENT

It shall be a condition precedent to the Parties obligations under this Agreement that the Master Agreement has been duly executed by the parties thereto.

3	VESSEL ACQUISITION, CHARTER, AND SHIP MANAGEMENT RESTRICTION

The Grantors hereby covenant and undertake with Ambra that, from the date hereof and for the duration of the ROFR Period, they will not and they will ensure that no Owner will appoint a technical and crew ship manager for any ROFR Eligible Vessel unless it has (i) delivered an Offer Notice to Ambra and (ii) Ambra has declined (or is deemed to have declined) to agree to act as the technical and crew managers of the ROFR Eligible Vessel referred to in the Offer Notice.

4	RIGHT OF FIRST REFUSAL

4.1	During the ROFR Period, the Grantors xxxxx Xxxxx the right, but not the obligation, to provide technical and crew ship management services for up to fifteen (15) ROFR Eligible Vessels in terms of the XXXXXXX.

4.2

In the event that an Owner intends to purchase or bareboat charter a ROFR Eligible Vessel, then as soon as practicable or in any event not later than seven (7) calendar days after the Owner agreed to purchase or bareboat charter such ROFR Eligible Vessel, the Grantors shall notify Ambra in writing and offer to appoint Ambra to act as the technical and crew ship managers of the relevant ROFR Eligible Vessel in terms of the XXXXXXX, such notice to include -

4.2.1

full details of the Owner for purposes of Xxx 0 xxx Xxx 00 of the XXXXXXX;

4.2.2

full details and specifications of the ROFR Eligible Vessel for the purpose of Annex "A" to the XXXXXXX;

4.2.3

full details of crew required for the ROFR Eligible Vessel for the purpose of Annex "B" of the XXXXXXX.

4.3	As soon as practicable, but in any event, within 20 days after receipt of the Offer Notice, Ambra shall notify the Grantors in writing that either:

4.3.1

it has elected to decline to act as the technical and crew ship managers of the ROFR Eligible Vessel, in which event, the Owner shall forever be free to manage the relevant ROFR Eligible Vessel as it desires; or

4.3.2

it has elected to agree to act as the technical and crew ship managers of the ROFR Eligible Vessel, in which event the notice shall include a budget for the purpose Annex "C" of the XXXXXXX.

4.4

In the event that Ambra has delivered a Response Notice in terms of Clause 4.3.2, the Grantors shall forthwith produce and deliver an original XXXXXXX, duly populated in Boxes 3 and 22, supplemented by Annexes "A", "B", and "C", and duly executed by the Owner to Ambra with a PDF copy by e-mail in advance. Upon receipt of the PDF copy by e-mail, Ambra shall execute the XXXXXXX and return a PDF copy of the fully signed XXXXXXX by e-mail to the Owner.

4.5	In the event that Ambra fails to deliver a Response Notice in terms of Clause 4.3, Ambra shall be deemed to have declined to act as the technical and crew managers of the ROFR Eligible Vessel and Clause 4.3.1 shall be deemed applicable.

4.6

If the Owners purchase or bareboat charter one or more ROFR Eligible Vessel(s), a condition of such purchase or bareboat charter being the retention of technical and crew management services by the seller or an affiliated company of the seller, the Grantors will not be obliged to offer to appoint Ambra to act as the technical and crew ship managers of such ROFR Eligible Vessel(s). However, in the aforesaid event that the Owners purchase or bareboat charter one or more ROFR Eligible Vessel(s) for which the Grantors will not be obliged to offer to appoint Ambra to act as the technical and crew ship managers in terms of this Clause 4.6, then, notwithstanding anything to the contrary herein and unless the Grantors have offered fifteen (15) ROFR Eligible Vessels for technical and crew management by Ambra, the right of first refusal in favour of Ambra contained in this Agreement will not expire on the second anniversary of the Closing, but will continue after the second anniversary of the Closing until the earlier of (i) the date on which Grantors have offered to appoint Ambra to act as the technical and crew ship managers of one ROFR Eligible Vessel in terms of the XXXXXXX for each ROFR Eligible Vessel(s) for which the Grantors were not obliged to offer to appoint Ambra to act as the technical and crew ship managers in terms of this Clause 4.6, and (ii) the date on which the Grantors have offered fifteen (15) ROFR Eligible Vessels owned or bareboat chartered by Owners for technical and crew management by Ambra.

5	DEEMED APPOINTMENT

5.1

With effect from the date of the Response Notice in terms of Clause 4.3.2, the Grantors shall be deemed to have appointed Ambra to act as the technical and crew ship managers of the ROFR Eligible Vessel in respect of the technical and crew management services described in and subject to the XXXXXXX. For the purpose of the deemed appointment, the Grantors shall be deemed to have full authority to appoint Ambra as technical and crew ship managers of the ROFR Eligible Vessel on behalf of the Owner of such ROFR Eligible Vessel.

5.2

With effect from the date of the Response Notice in terms of Clause 4.3.2 Ambra shall be deemed to have agreed to act as the technical and crew managers of the ROFR Eligible Vessel for the Owner of such ROFR Eligible Vessel in respect of the technical and crew management services described in and subject to the terms of the XXXXXXX.

6	TERMINATION

6.1	In the event that the Master Agreement terminates ‑

6.1.1

the right of first refusal contained herein shall immediately cease to be exercisable;

6.1.2

any Offer Notice that may have been served under Clause 4.2 shall be deemed revoked and considered void.

6.2	In the event that the ROFR Period has expired, the right of first refusal contained herein shall lapse, always subject, however, to Clause 4.6.

7	COMMUNICATION

All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed delivered (i) upon delivery when delivered personally, (ii) upon receipt if by facsimile transmission (with confirmation of receipt thereof), (iii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below, or (iv) upon receipt of an e-mail to the addresses mentioned below:

If to the Grantors:

Hunter Maritime Acquisition Corp.

c/o HAMBURG MARITIME NV

De Xxxxxxxxxxxx 00

0000 Xxxxxxxxx, Xxxxxxx

Attn. Xx. Xxxxxx Xxxxxxxxxx

E-Mail: xxxxxx.xxxxxxxxxx@xxx.xx

With a copy (which shall not constitute notice) to:

Xxxxxx & Xxxxxx LLP

Xxx Xxxxxxx Xxxx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Email: xxxxx@xxxxxx.xxx

Attention: Xxxx X. Xxxxx, Esq.

If to Ambra:

168, Ayias Phylaxoes Xxxxxx

XXX Xxxxx, 0^xx Xxxxx

(X.X. Xxx 00000)

0000 Xxxxxxxx, Xxxxxx

Tel: 00 000 00000000

Fax: 00 000 0000000

E-mail: xxxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx

Any Party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other Parties notice in the manner set forth in this Section.

8	RIGHTS OF THIRD PARTIES

No person other than a party to this Agreement shall have any right by virtue of the Contracts (Right of Third Parties) Xxx 0000 to enforce any term (whether express or implied) of this Agreement.

9	COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the Agreement.

10	GOVERNING LAW

10.1

This Agreement shall be governed by and construed in accordance with English law and any dispute out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

10.2

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoints its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.

10.3	In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(signatures on next page)

THIS AGREEMENT has been entered into as a deed on the date above stated.

EXECUTED and DELIVERED as a DEED

by _____________________________ ______________________________

for and on behalf of

HUNTER MARITIME ACQUISITION CORP

in the presence of

_______________________________ ______________________________

EXECUTED and DELIVERED as a DEED

by _____________________________ ______________________________

for and on behalf of

AMBRA SHIPMANAGEMENT LTD.

in the presence of

_______________________________ ______________________________

ANNEX "A"

XXXXXXX

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AMENDMENT NO. 1 TO MASTER AGREEMENT

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