THIRD SUPPLEMENTAL AGREEMENT relating to a loan of (originally) US$40,000,000 to ARTFUL SHIPHOLDING S.A. and LONGEVITY MARITIME LIMITED provided by DVB BANK SE

Exhibit 4.12

Private & Confidential

Dated 20 February 2015

THIRD SUPPLEMENTAL AGREEMENT

relating to a

loan of (originally) US$40,000,000

to

ARTFUL SHIPHOLDING S.A.

and

LONGEVITY MARITIME LIMITED

provided by

DVB BANK SE

Contents

Clause		Page
1	Definitions	1
2	Agreement of the Bank	3
3	Amendments to the Existing Documents	3
4	Representations and warranties	6
5	Conditions	8
6	Relevant Parties’ Confirmation	8
7	Expenses	8
8	Miscellaneous and notices	9
9	Applicable law	10
Schedule 1 Documents and evidence required as conditions precedent		11

THIS THIRD SUPPLEMENTAL AGREEMENT is dated on 20 February 2015 and made BETWEEN:

(1) ARTFUL SHIPHOLDINGS S.A., a corporation incorporated in the Republic of the Xxxxxxxx Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Xxxxxxxx Xxxxxxx XX00000 (the “Artful Borrower”);

(2) LONGEVITY MARITIME LIMITED, a company incorporated in the Republic of Malta with its registered office at 00/0 Xxxxx Xxxxxx, Xxxxxxx, XXX 0000, Xxxxxxxx of Malta (the “Longevity Borrower”; and together with the Artful Borrower, the “Borrowers”);

(3) GLOBUS MARITIME LIMITED, a corporation incorporated in the Republic of the Xxxxxxxx Islands, with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Xxxxxxxx Xxxxxxx XX00000 (the “Corporate Guarantor”);

(4) GLOBUS SHIPMANAGEMENT CORP., a corporation incorporated in the Republic of the Xxxxxxxx Islands, with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Xxxxxxxx Xxxxxxx XX00000 (the “Manager”); and

(5) DVB BANK SE, a banking corporation incorporated and established under the laws of the Federal Republic of Germany, acting for the purposes of this Agreement through its office at Xxxxx xxx Xxxxxxxx 0, X-00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxxx of Germany (the “Bank”).

WHEREAS:

(A) this Agreement reflects the terms of an agreement reached in principle between the Bank and the Borrowers during December 2014;

(B) this Agreement is supplemental to:

(a) a facility agreement dated 20 June 2011 (the “Original Agreement”) made between (1) the Borrowers as joint and several borrowers and (2) the Bank as lender, as amended and supplemented by a supplemental letter dated 16 November 2011 (the “Supplemental Letter”), a supplemental agreement dated 1 March 2012 (the “First Supplemental Agreement”) and a supplemental agreement dated 10 April 2013 (the “Second Supplemental Agreement; and together with the Original Agreement, the Supplemental Letter and the First Supplemental Agreement, the “Principal Agreement”) whereby the Bank agreed (inter alia) to make available to the Borrowers, upon the terms and conditions therein contained, a loan of up to $40,000,000; and

(b) a corporate guarantee dated 20 June 2011 executed by the Corporate Guarantor in favour of the Bank as amended and supplemented by the First Supplemental Agreement and the Second Supplemental Agreement (together the “Principal Corporate Guarantee”); and

(C) this Agreement sets out the terms and conditions upon which the Bank shall, at the request of the Borrowers and the Corporate Guarantor, provide its consent to certain amendments to the terms and conditions applicable to the Principal Agreement and/or the Principal Corporate Guarantee.

NOW IT IS HEREBY AGREED as follows:

1 Definitions

1.1 Defined expressions

Words and expressions defined in the Principal Agreement or the Principal Corporate Guarantee shall unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Agreement.

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1.2 Definitions

In this Agreement, unless the context otherwise requires:

“Artful Mortgage Amendment” means a second amendment to the Artful Mortgage executed or (as the context may require) to be executed between the Artful Borrower and the Bank under the Third Supplemental Agreement in such form as the Bank may require;

“Cancellation Date” means 30 June 2015, or such later date as the Bank may, in its absolute discretion, agree;

“Corporate Guarantee” means the Principal Corporate Guarantee as amended and supplemented by this Agreement;

“Effective Date” means the date, no later than 27 February 2015, on which the Bank has received the documents and evidence specified in clause 5 and Schedule 1 in a form and substance satisfactory to it;

“Existing Documents” means, together, the Principal Agreement and the Principal Corporate Guarantee and “Existing Document” means either of them;

“Government Entity” means and includes (whether having a distinct legal personality or not) any national or local government authority, board, commission, department, division, organ, instrumentality, court or agency and any association, organisation or institution of which any of the foregoing is a member or to whose jurisdiction any of the foregoing is subject or in whose activities any of the foregoing is a participant;

“Indebtedness” means any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent;

“Loan Agreement” means the Principal Agreement as amended and supplemented by this Agreement;

“Relevant Documents” means this Agreement, the Artful Mortgage Amendment and any other document executed by a Relevant Party in connection with this Agreement; and

“Relevant Parties” means, together, the Borrowers, the Manager and the Corporate Guarantor and “Relevant Party” means each one of them.

1.3 Existing Documents

References in:

(i) the Principal Agreement to “this Agreement”; and

(ii) the Principal Corporate Guarantee to “this Guarantee”,

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

1.4 Headings

Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.

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1.5 Construction of certain terms

In this Agreement, unless the context otherwise requires:

1.5.1 references to clauses and schedules are to be construed as references to clauses of, and schedules to, this Agreement and references to this Agreement includes its schedules;

1.5.2 references to (or to any specified provision of) this Agreement or any other document shall be construed as references to this Agreement, that provision or that document as in force for the time being and as amended in accordance with terms thereof, or, as the case may be, with the agreement of the relevant parties;

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

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

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

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

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

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

2 Agreement of the Bank

The Bank, relying upon the representations and warranties on the part of the Relevant Parties contained in clause 4 and subject to the terms and conditions of this Agreement and in particular, but without prejudice to the generality of the foregoing, fulfilment on or before 27 February 2015 of the conditions contained in clause 5 and Schedule 1, agrees to the amendments to the Existing Documents on the terms set out in clause 3.

3 Amendments to the Existing Documents

3.1 Amendments to the Principal Agreement

Subject to clause 3.3, the Principal Agreement shall, with effect on and from the Effective Date, be (and is hereby) amended in accordance with the following provisions (and the Principal Agreement (as so amended) will continue to be binding upon each of the parties hereto upon such terms as so amended):

3.1.1 by deleting in clause 1.2 of the Principal Agreement the definitions of “Artful Mortgage”, “LIBOR” and “Security Requirement” and by inserting in their respective places the following new definitions of “Artful Mortgage”, “LIBOR” and “Security Requirement”:

““Artful Mortgage” means the first preferred Xxxxxxxx Islands mortgage of the Artful Ship dated 22 June 2011 executed by the Artful Borrower in favour of the Bank, as amended by the Artful Mortgage Amendment and the Second Artful Mortgage Amendment;

“LIBOR” means, in relation to any amount and for any period, the offered rate (if any) for deposits of Dollars for such amount and for such period which is:

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(a) the London interbank offered rate administered by ICE Benchmark Administration Limited (or if ICE Benchmark Administration Limited ceases to act in the role of administering and publishing LIBOR rates, the equivalent rate published by a subsequently appointed administrator of LIBOR) for Dollars for the relevant period displayed on the appropriate page of the Reuters screen at or about 11:00 a.m. (London time) on the Quotation Date for such period (and if the agreed page is replaced or service ceases to be available, the Bank may specify another page or service displaying the appropriate rate after consultation with the Borrower); or

(b) if on such date no such rate is displayed, the Bank’s offered rate for deposits of Dollars in an amount approximately equal to the amount in relation to which LIBOR is to be determined for a period equivalent to such period to prime banks in the London Interbank Market at or about 11:00 a.m. (London time) on the Quotation Date for such period,

and if any of the above rates is below zero (0), LIBOR will be deemed to be zero (0);

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

(a) during the period commencing on the day of this Agreement and ending on 30 December 2012, one hundred and twenty per cent (120%) of the Loan minus any amount standing to the credit of the Minimum Liquidity Accounts up to $1,000,000 in aggregate at that time;

(b) during the period commencing on 31 December 2012 and ending on 31 March 2014, one hundred and seven per cent (107%) of the Loan minus any amount standing to the credit of the Operating Accounts or, as the case may be, Minimum Liquidity Accounts up to $1,000,000 in aggregate at that time;

(c) at all times during the Security Period (other than the periods set out in paragraphs (a) and (b) above and the Second Revision Period), one hundred and thirty per cent (130%) of the Loan minus any amount standing to the credit of the Minimum Liquidity Accounts up to $1,000,000 in aggregate at that time; and

(d) at all times during the Second Revision Period, one hundred and ten per cent (110%) of the Loan minus any amount standing to the credit of the Minimum Liquidity Accounts up to $1,000,000 in aggregate at that time;”;

3.1.2 by inserting in clause 1.2 of the Principal Agreement the following new definitions of “Cancellation Date”, “Second Artful Mortgage Amendment”, “Second Revision Period” and “Third Supplemental Agreement” in the correct alphabetical order:

““Cancellation Date” means 30 June 2015, or such later date as the Bank may, in its absolute discretion, agree;

“Second Artful Mortgage Amendment” means a second amendment to the Artful Mortgage executed or (as the context may require) to be executed between the Artful Borrower and the Bank under the Third Supplemental Agreement in such form as the Bank may require;

“Second Revision Period” means the period commencing on 31 December 2014 and ending on 30 March 2016 (both dates inclusive);

“Third Supplemental Agreement” means the supplemental agreement dated 20 February 2015 made between the Borrowers, the Manager, the Corporate Guarantor and the Bank supplemental to this Agreement;”;

3.1.3 by amending, in the definitions of “Approved Shipbrokers” and “Bank” in clause 1.2 of the Principal Agreement, the word “Borrower” to read “Borrowers”;

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3.1.4 by replacing the words “(as the Borrower may select)” in clause 4.5.2(a) with the words “(as the Borrowers may select) other than in relation to a prepayment made by the Borrowers pursuant to clause 8.5, which shall be treated as reducing the repayment instalments of the relevant Advance under clause 4.1 (other than the relevant balloon payment) in direct order of maturity”;

3.1.5 by amending in the first line of clause 8.2.2(b) of the Principal Agreement, the words “the Borrower” to read “a Borrower”;

3.1.6 by amending in the third line of clause 8.2.2(c) of the Principal Agreement, the words “the Borrower” to read “the Borrowers”;

3.1.7 by inserting the following new clause 8.5 after clause 8.4 of the Principal Agreement:

“8.5 Prepayment undertaking

The Borrowers hereby undertake that they will, on or prior to the Cancellation Date, prepay (i) an amount of One million seven hundred and sixty thousand dollars ($1,760,000) in respect of the Artful Advance and (ii) an amount of One million six hundred and sixty five thousand dollars ($1,665,000) in respect of the Longevity Advance.”; and

3.1.8 by deleting the words “or 8.5” in the ninth line of clause 10.1.2 of the Principal Agreement.

3.2 Amendments to the Principal Corporate Guarantee

Subject to clause 3.3, the Principal Corporate Guarantee shall with effect on and from the Effective Date, be (and is hereby) amended (and the Principal Corporate Guarantee (as so amended) will continue to be binding upon each of the parties hereto upon such terms as so amended):

3.2.1 by inserting in clause 1.2 of the Principal Corporate Guarantee the following new definition of “Second Revision Period” in the correct alphabetical order:

““Second Revision Period” means the period commencing on 31 December 2014 and ending on 30 March 2016 (both dates inclusive);”;

3.2.2 by deleting clause 5.3.1 of the Principal Corporate Guarantee in its entirety and by inserting in its place the following new clause 5.3.1:

“5.3.1 Minimum Liquidity

the aggregate amount of Cash held by the Group on a consolidated basis shall:

(a) at all times during the Security Period (other than the Revision Period and the Second Revision Period), be not less than the lower of (a) $10,000,000 and (b) $1,000,000 per Fleet Vessel; and

(b) at all times during the Revision Period and the Second Revision Period, be not less than $5,000,000.”;

3.2.3 by deleting clause 5.3.2 of the Principal Corporate Guarantee in its entirety and by inserting in its place the following new clause 5.3.2:

“5.3.2 Tangible Net Worth

the Tangible Net Worth shall:

(a) at all times during the Security Period (other than the Revision Period and the Second Revision Period) be not less than $50,000,000; and

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(b) at all times during the Revision Period and the Second Revision Period, be not less than $20,000,000; and”;

3.2.4 by deleting clause 5.3.3 of the Principal Corporate Guarantee in its entirety and by inserting in its place the following new clause 5.3.3:

“5.3.3 Leverage

the ratio of the Market Value Adjusted Total Assets minus the Total Liabilities to the Market Value Adjusted Total Assets shall:

(a) at all times during the Security Period (other than the Revision Period and the Second Revision Period), be not less than 0.35:1.00; and

(b) at all times during the Revision Period and the Second Revision Period, be not less than 0.15:1.00.”; and

3.2.5 by inserting in paragraph 3 of Schedule 1 of the Principal Corporate Guarantee the figure “110%” after the figure “130%”.

3.3 Cancellation of Amendments

If the Borrowers are in breach of clause 8.5 of the Loan Agreement, then:

(a) the amendment in respect of the definition of “Security Requirement” in clause 3.1.1, the amendment in respect of the definition of “Second Revision Period” in clause 3.1.2 and all the amendments in respect of the Principal Corporate Guarantee set out in clause 3.2, shall be deemed to have not become effective and the Principal Agreement and Principal Corporate Guarantee shall, with effect on and from the Cancellation Date, be (and are hereby) amended to read as if such amendments had not become effective; and

(b) the Bank shall be entitled to determine, by reference to the terms of the Principal Agreement as amended pursuant to paragraph (a) above, whether clause 8.2.1 of the Loan Agreement and/or clause 5.3 of the Corporate Guarantee were satisfied during the period starting on 31 December 2014 and ending on the Cancellation Date on the basis of the wording of such clauses (and the definition of “Security Requirement”) prior to the Effective Date and, if one or more of these were not satisfied at any time during such period, to serve a notice to the Borrowers under clause 8.2.1 or, as the case may be, clause 10.2 of the Loan Agreement at any time after the Cancellation Date.

3.4 Continued force and effect

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

4 Representations and warranties

4.1 Primary representations and warranties

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

4.1.1 Existing representations and warranties

the representations and warranties set out in clause 7 of the Original Agreement, clause 4 of the First Supplemental Agreement, clause 4 of the Second Supplemental Agreement, clause 4 of the Principal Corporate Guarantee and clause 4 of each Manager’s Undertaking were true and correct on the date of the relevant document and are true and correct, including to the extent that they may have been or shall be amended by this Agreement, as if made at the date of this Agreement with reference to the facts and circumstances existing at such date;

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4.1.2 Corporate power

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

4.1.3 Binding obligations

this Agreement and the other Relevant Documents to which it is, or will become, a party constitute its valid and legally binding obligations enforceable in accordance with its terms;

4.1.4 No conflict with other obligations

the execution, delivery and performance of each Relevant Document to which it is, or will become, a party by such Relevant Party will not (i) contravene any existing law, statute, rule or regulation or any judgment, decree or permit to which such Relevant Party is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which such Relevant Party is subject or by which it or any of its property is bound or (iii) contravene or conflict with any provision of the constitutional documents of such Relevant Party or (iv) result in the creation or imposition of or oblige such Relevant Party to create any Encumbrance on any of its undertakings, assets, rights or revenues;

4.1.5 No filings required

save for the registration of the Artful Mortgage Amendment through the relevant Registry, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of each Relevant Document to which it is, or will become, a party that it or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or in relation to such Relevant Document and each Relevant Document to which it is, or will become, a party is in proper form for its enforcement in the courts of each Relevant Jurisdiction;

4.1.6 Choice of law

the choice of English law to govern the Relevant Documents (other than the Artful Mortgage Amendment), the choice of Xxxxxxxx Islands law to govern the Artful Mortgage Amendment and the submission by such Relevant Party to the non-exclusive jurisdiction of the English courts are valid and binding; and

4.1.7 Consents obtained

every consent, authorisation, licence or approval of, or registration or declaration to, governmental or public bodies or authorities or courts required by such Relevant Party in connection with the execution, delivery, validity, enforceability or admissibility in evidence of each Relevant Document to which it is, or will become, a party or the performance by such Relevant Party of its obligations under each Relevant Document to which it is, or will become, a party has been obtained or made and is in full force and effect and there has been no default in the observance of any conditions or restrictions (if any) imposed in, or in connection with, any of the same.

4.2 Repetition of representations and warranties

Each of the representations and warranties contained in clause 4.1 of this Agreement and clause 7 of the Principal Agreement, clause 4 of the First Supplemental Agreement, clause 4 of the Second Supplemental Agreement, clause 4 of the Principal Corporate Guarantee and clause 4 of each Manager’s Undertaking shall be deemed to be repeated by each Relevant Party (in respect of each document that each is a party to) on the Effective Date as if made with reference to the facts and circumstances existing on such day.

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5 Conditions

5.1 Documents and evidence

The agreement of the Bank referred to in clause 2 shall be subject to the receipt by the Bank or its duly authorised representative of the documents and evidence specified in schedule 1 in form and substance satisfactory to the Bank.

5.2 General conditions precedent

The agreement of the Bank referred to in clause 2 shall be further subject to:

5.2.1 the representations and warranties in clause 4 being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and

5.2.2 no Default having occurred and continuing at the time of the Effective Date.

5.3 Waiver of conditions precedent

The conditions specified in this clause 5 are inserted solely for the benefit of the Bank and may be waived by the Bank in whole or in part with or without conditions.

6 Relevant Parties’ Confirmation

Each of the Relevant Parties acknowledges and agrees, for the avoidance of doubt, that:

6.1 each of the Security Documents to which it is a party, and its obligations thereunder, shall remain in full force and effect notwithstanding the amendments made to the Principal Agreement and the Principal Corporate Guarantee by this Agreement; and

6.2 with effect from the Effective Date, references to “the Agreement” or “the Loan Agreement” or “the Corporate Guarantee” in any of the other Security Documents to which it is a party shall henceforth be references to the Principal Agreement and the Principal Corporate Guarantee as each is amended and/or supplemented by this Agreement and as from time to time hereafter amended and/or supplemented and shall also be deemed to include the obligations of the Borrowers hereunder.

7 Expenses

7.1 Expenses

The Borrowers agree to pay to the Bank on a full indemnity basis on demand all expenses (including legal and out-of-pocket expenses) incurred by the Bank:

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

7.1.2 in contemplation of, or otherwise in connection with, the enforcement of, or preservation of any rights under any of the Relevant Documents or otherwise in respect of the monies owing and obligations incurred under any of the Relevant Documents,

together with interest at the rate referred to in clause 3.4 of the Principal Agreement from the date on which such expenses were incurred to the date of payment (as well after as before judgement).

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7.2 Value Added Tax

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

7.3 Stamp and other duties

The Borrowers agree to pay to the Bank on demand all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by the Bank) imposed on or in connection with any of the Relevant Documents and shall indemnify the Bank against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

8 Miscellaneous and notices

8.1 Notices

Every notice, request, demand or other communication under this Agreement shall:

8.1.1 be in writing, delivered personally or by first-class prepaid letter (airmail if available) or telefax or other means of telecommunication in permanent written form;

8.1.2 be deemed to have been received, in the case of a letter, when delivered personally or three (3) days after it has been put into the post and, in the case of a facsimile transmission or other means of telecommunication in permanent written form, at the time of despatch (provided that if the date of despatch is not a business day in the country of the addressee or, if the time of despatch is after the close of business in the country of the addressee, it shall be deemed to have been received at the opening of business on the next such business day); and

8.1.3 be sent:

(a) if to the Relevant Parties or any of them:

c/o Globus Shipmanagement Corp.

128 Xxxxxxxxxxxx Xxxxxx

000 00 Xxxxxxx

Xxxxxx

Fax No:	x00 000 000 0000
Attention:	Xx Xxxxxx Xxxxxxxxxxxx

(b) if to the Bank at:

For credit matters:

XXX Xxxx XX, Xxxxxxxxx

Xxxxx xxx Xxxxxxxx 0

D-60325 Frankfurt am Main

Federal Republic of Germany

Fax No:	x00 00 0000 0000
Attention:	XXX Frankfurt

with a copy to:

DVB Bank SE

Representative Office Greece

95 Xxxx Xxxxxxx

000 00 Xxxxxxx

Xxxxxx

Fax No:	x00 000 000 0000
Attention:	Dry Bulk Group

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For Loan Administration Matters:

DVB Bank SE

Park House

6th Floor

00-00 Xxxxxxxx Xxxxxx

Xxxxxx XX0X 0XX

Xxxxxxx

Fax No:	x00 000 000 0000
Attention:	XXX London

8.2 Counterparts

This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when so executed and delivered shall be an original but all counterparts shall together constitute one and the same instrument.

8.3 Relevant Parties’ obligations

Each of the Relevant Parties being party to this Agreement agrees and consents to be bound by this Agreement notwithstanding that any other Relevant Party which was intended to sign or be bound may not do so or be effectually bound and notwithstanding that this Agreement may be invalid or unenforceable against any of the other Relevant Parties whether or not the deficiency is known to the Bank. The Bank shall be at liberty to release any of the Relevant Parties from this Agreement and to compound with or otherwise vary the liability or to grant time and indulgence to make other arrangements with any of the Relevant Parties without prejudicing or affecting the rights and remedies of the Bank against the other Relevant Parties.

9 Applicable law

9.1 Law

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

9.2 Submission to jurisdiction

Each of the Relevant Parties agrees, for the benefit of the Bank, that any legal action or proceedings arising out of or in connection with this Agreement (including any legal action or proceedings arising out of or in connection with any non-contractual obligations connected with it) against any of its assets may be brought in the English courts. Each of the Relevant Parties irrevocably and unconditionally submits to the jurisdiction of such courts and irrevocably designates, appoints and empowers Messrs Xxxxxxx & Co at present of Xxx Xxxxx Xxxx, XX0X 0XX, Xxxxxx, Xxxxxxx to receive for it and on its behalf, service of process issued out of the English courts in any such legal action or proceedings. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Bank to take proceedings against any of the Relevant Parties in the courts of any other competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. Each of the Relevant Parties further agrees that only the courts of England and not those of any other state shall have jurisdiction to determine any claim which any of the Relevant Parties may have against the Bank arising out of or in connection with this Agreement and/or any non-contractual obligations connected with it.

9.3 Contracts (Rights of Third Parties) Xxx 0000

No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to this Agreement.

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

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Schedule 1

Documents and evidence required as conditions precedent

(referred to in clause 5.1)

1 Corporate authorisations

In relation to each of the Relevant Parties:

(a) Constitutional documents

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

(b) Resolutions

copies of resolutions of each of its board of directors and, if required following advice by the Bank’s counsel, its shareholders approving this Agreement and the other Relevant Documents and the terms and conditions hereof and thereof and authorising the signature, delivery and performance of each such party's obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party as:

(1) being true and correct;

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

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

(4) being in full force and effect,

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

(c) Certificate of incumbency

a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

2 Consents

a certificate (dated no earlier than five (5) Banking Days prior to the date of this Agreement) from an officer of each of the Relevant Parties stating that no consents, authorisations, licences or approvals are necessary for such Relevant Party to authorise, or are required by each of the Relevant Parties or any other party (other than the Bank) in connection with, the execution, delivery, and performance of this Agreement and the other Relevant Documents to which such Relevant Party is or is to be a party;

3 Legal opinions

such legal opinions in relation to the laws of the Republic of Malta and the Republic of the Xxxxxxxx Islands and any other legal opinions as the Bank shall in its absolute discretion require;

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4 Artful Mortgage Amendment registration

evidence that the Artful Mortgage Amendment has been registered against the Artful Ship through the relevant Registry under the laws and flag of the relevant Flag State;

5 Process agent

a letter from each Relevant Party's agent for receipt of service of proceedings accepting its appointment under this Agreement as such Relevant Party’s process agent; and

6 Other matters

such other matters or favourable opinions as the Bank may require.

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EXECUTED as a DEED	)
by Xxxxxxxx Xxxxxxxxxxxxxx	)	/s/ Xxxxxxxx Xxxxxxxxxxxxxx
for and on behalf of	)
ARTFUL SHIPHOLDING S.A.	)	Attorney-in-fact
in the presence of:	)
/s/ Xxxxxxxxx Xxxxxxxxxxxxx
Witness
Name: Xxxxxxxxx Xxxxxxxxxxxxx
Address:
Occupation: Attorney, Norton Xxxx Xxxxxxxxx Greece
EXECUTED as a DEED	)
by Xxxxxxxx Xxxxxxxxxxxxxx	)	/s/ Xxxxxxxx Xxxxxxxxxxxxxx
for and on behalf of	)
LONGEVITY MARITIME LIMITED	)	Attorney-in-fact
in the presence of:	)
/s/ Xxxxxxxxx Xxxxxxxxxxxxx
Witness
Name: Xxxxxxxxx Xxxxxxxxxxxxx
Address:
Occupation: Attorney, Norton Xxxx Xxxxxxxxx Greece
EXECUTED as a DEED	)
by Xxxxxxxx Xxxxxxxxxxxxxx	)	/s/ Xxxxxxxx Xxxxxxxxxxxxxx
for and on behalf of	)
GLOBUS MARITIME LIMITED	)	Attorney-in-fact
in the presence of:	)
/s/ Xxxxxxxxx Xxxxxxxxxxxxx
Witness
Name: Xxxxxxxxx Xxxxxxxxxxxxx
Address:
Occupation: Attorney, Norton Xxxx Xxxxxxxxx Greece

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EXECUTED as a DEED	)
by Xxxxxxxx Xxxxxxxxxxxxxx	)	/s/ Xxxxxxxx Xxxxxxxxxxxxxx
for and on behalf of	)
GLOBUS SHIPMANAGEMENT CORP.	)	Attorney-in-fact
in the presence of:	)
/s/ Xxxxxxxxx Xxxxxxxxxxxxx
Witness
Name: Xxxxxxxxx Xxxxxxxxxxxxx
Address:
Occupation: Attorney, Norton Xxxx Xxxxxxxxx Greece
EXECUTED as a DEED	)
by Xxxxxxxxx Xxxxxxxxxxxxx	)	/s/ Xxxxxxxxx Xxxxxxxxxxxxx
for and on behalf of	)
DVB BANK SE	)	Attorney-in-fact
in the presence of:	)
/s/ Pinelopi Xxxx Miliou
Witness
Name: Pinelopi Xxxx Miliou
Address:
Occupation: Solicitor, Norton Xxxx Xxxxxxxxx Greece

14