0001047469-18-003364 Sample Contracts

SHARE PURCHASE AGREEMENT entered into between GRINDROD LIMITED and
Share Purchase Agreement • May 1st, 2018 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight
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EXECUTION VERSION
Shareholders’ Agreement • May 1st, 2018 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight • England and Wales
DEED OF AMENDMENT made on 25 APRIL 2016 BETWEEN: RECITALS:
Grindrod Shipping Holdings Ltd. • May 1st, 2018 • Deep sea foreign transportation of freight

On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.

DEED OF AMENDMENT made on 20th January 2016 BETWEEN: RECITALS:
Grindrod Shipping Holdings Ltd. • May 1st, 2018 • Deep sea foreign transportation of freight

On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.

DEED OF AMENDMENT made on 6 JULY 2016. BETWEEN: RECITALS:
Grindrod Shipping Holdings Ltd. • May 1st, 2018 • Deep sea foreign transportation of freight

On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.

Addendum No. 1 to the Shareholders’ Agreement dated 2 April 2012 in respect of Leopard Tankers Pte. Ltd.
Grindrod Shipping Holdings Ltd. • May 1st, 2018 • Deep sea foreign transportation of freight

shall be a standstill period of up to 3 days within which the Parties may implement the purchase of the Shares of Grindrod (in the case of an Insolvency Event affecting Grindrod) or Vitol (in the case of an Insolvency Event affecting Vitol Holding Sarl).

DEED OF AMENDMENT AND ACKNOWLEDGEMENT made on 4 February 2015 BETWEEN: RECITAL:
Grindrod Shipping Holdings Ltd. • May 1st, 2018 • Deep sea foreign transportation of freight

On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company. The Parties and the Company now wish to amend the SHA on the terms of this Deed to further regulate the manner in which the Parties will provide funding to the Company, including the manner in which certain financing guarantees may be satisfied, and to acknowledge the manner in which payments in respect of such financing guarantees will be treated under the SHA.

IMPLEMENTATION AGREEMENT entered into between GRINDROD LIMITED GRINDROD SHIPPING HOLDINGS PTE. LTD. GRINDROD SHIPPING PTE. LTD. and
Implementation Agreement • May 1st, 2018 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight
DEED OF AMENDMENT made on 31 October 2016. BETWEEN: RECITALS:
Grindrod Shipping Holdings Ltd. • May 1st, 2018 • Deep sea foreign transportation of freight

On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.

DEED OF AMENDMENT made on 1st day April 2016 BETWEEN: RECITALS:
Grindrod Shipping Holdings Ltd. • May 1st, 2018 • Deep sea foreign transportation of freight

On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.

Vitol Shipping Singapore Pte. Ltd. and Grindrod Shipping Pte. Ltd. Shareholders’ Agreement In respect of Leopard Tankers Pte. Ltd. Execution Version
Novation Agreement • May 1st, 2018 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight • England
SHARE PURCHASE AGREEMENT entered into between GRINDROD LIMITED and GRINDROD SHIPPING HOLDINGS PTE. LTD.
Share Purchase Agreement • May 1st, 2018 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight
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