0001575872-20-000137 Sample Contracts

IVS BULK 3720 PTE. LTD.
Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

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INDEMNITY AGREEMENT entered into by and between SANKATY EUROPEAN INVESTMENTS III S.À R.L. GRINDROD SHIPPING HOLDINGS LTD. IVS BULK PTE. LTD and GRINDROD SHIPPING PTE. LTD.
Indemnity Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight • England and Wales
Dear Sir US$27M Facility Agreement Dated 9 December 2016 (as amended, restated and supplemented from time to time) (the “Facility Agreement”
Grindrod Shipping Holdings Ltd. • June 5th, 2020 • Deep sea foreign transportation of freight

We refer to the Facility Agreement and your letter dated 8 March 2020 on the request of certain amendments be made to the Facility Agreement.

DEED OF AMENDMENT made on 30th December 2019 BETWEEN: RECITALS:
Grindrod Shipping Holdings Ltd. • June 5th, 2020 • 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.

SIDE LETTER NO. 3
Facility Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight

We refer to the facility agreement dated 9 December 2016, as amended and restated by an amending and restating agreement dated 18 June 2018, and as further amended and supplemented by side letters dated 7 December 2018 and 28 June 2019, (the "Facility Agreement") and made between (i) Grindrod Maritime LLC as borrower (the "Borrower"), (ii) Grindrod Shipping Pte. Ltd and Grindrod Shipping Holdings Ltd. as guarantors (the "Guarantors"), (iii) the financial institutions listed in Schedule 1 therein as lenders (the "Lenders"), (iv) DVB Bank SE (formerly known as DVB Bank SE Singapore Branch) as facility agent (the "Facility Agent"), (v) DVB Bank SE (formerly known as DVB Bank SE Singapore Branch) as security agent (the "Security Agent") and DVB Bank SE as account bank relating to the refinancing of m.t. 'MATUKU'.

Contract
Grindrod Shipping Holdings Ltd. • June 5th, 2020 • Deep sea foreign transportation of freight
DEED OF AMENDMENT made on 25 November 2019. BETWEEN: RECITALS:
Grindrod Shipping Holdings Ltd. • June 5th, 2020 • 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.

HEADED PAPER OF DVB BANK SE SINGAPORE BRANCH]
Facility Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight

Facility Agreement dated 9 December 2016 as Amended and Restated by an Amending and Restating Agreement dated 18 June 2018 - m.t. "MATUKU"

To: Unicorn Moon Pte. Ltd.
Facility Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight

We refer to the Facility Agreement dated 21 December 2018, as amended and supplemented from time to time and your letter dated 12 March 2020 on the request of certain amendments be made to the facility agreement.

SIDE LETTER
Facility Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight

We refer to the facility agreement dated 21 December 2018 (the "Facility Agreement") and made between (i) Unicorn Moon Pte. Ltd. and Unicorn Sun Pte. Ltd. as joint and several borrowers and hedge guarantors (the "Borrowers"), (ii) Grindrod Shipping Holdings Pte. Ltd. as parent guarantor (the "Parent Guarantor"), (iii) NIBC Bank N.V. as arranger, (iv) the financial institutions listed in Part B of Schedule 1 therein as lenders (the "Lenders"), (vii) the financial institutions listed in Part B of Schedule 1 therein as hedge counterparties, (viii) NIBC Bank N.V. as facility agent (the "Facility Agent") and (ix) NIBC Bank N.V. as security agent relating to a facility in the amount of US$29,900,000 for the purposes of financing the acquisition cost of ships now owned by the Borrowers.

DEED OF AMENDMENT made on 11th September 2019 BETWEEN: RECITALS:
Grindrod Shipping Holdings Ltd. • June 5th, 2020 • 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 13 June 2019 BETWEEN: RECITALS:
Grindrod Shipping Holdings Ltd. • June 5th, 2020 • 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.

SIDE LETTER No. 2
Grindrod Shipping Holdings Ltd. • June 5th, 2020 • Deep sea foreign transportation of freight

We refer to the facility agreement dated 21 December 2018, as amended and supplemented by a side letter dated 28 June 2019, (the "Facility Agreement") and made between (i) Unicorn Moon Pte. Ltd. and Unicorn Sun Pte. Ltd. as joint and several borrowers and hedge guarantors (the "Borrowers"), (ii) Grindrod Shipping Holdings Pte. Ltd. as parent guarantor (the "Parent Guarantor"), (iii) NIBC Bank N.V. as arranger, (iv) the financial institutions listed in Part B of Schedule 1 therein as lenders (the "Lenders"), (vii) the financial institutions listed in Part B of Schedule 1 therein as hedge counterparties, (viii) NIBC Bank N.V. as facility agent (the "Facility Agent") and (ix) NIBC Bank N.V. as security agent relating to a facility in the amount of US$29,900,000 for the purposes of financing the acquisition cost of ships now owned by the Borrowers.

FINANCING AGREEMENT Dated as of February 13, 2020 by and among GRINDROD SHIPPING PTE. LTD., as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as the Lenders, and SANKATY EUROPEAN INVESTMENTS III S.Á.R.L, as Administrative Agent and...
Financing Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight • New York

Financing Agreement, dated as of February 13, 2020, by and among Grindrod Shipping Pte. Ltd. (Company Registration No. 200407212K), a company incorporated in Singapore (the "Borrower") having its registered address at 200 Cantonment Road, #03-01 Southpoint, Singapore 089763, the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), Sankaty European Investments III S.Á.R.L. (Company Registration No. B183498), a private limited liability company incorporated in Luxembourg ("SEI") having its registered address at 4 Rue Lou Hemmer, L-1748 Luxembourg Findel, as collateral agent for the Lenders (in such capacity, together with its successors and permitted assigns, in such capacity, the "Collateral Agent"), and SEI, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, in such capacity, the "Administrative Agent" and together with the Collateral Agent, each an "Agent" and collectively, the "Agents").

SHARE PURCHASE AGREEMENT entered into between REGIMENT CAPITAL LTD. and GRINDROD SHIPPING PTE. LTD.
Share Purchase Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight

Unless the context indicates otherwise, the following words, terms or expressions shall have the meanings assigned to them hereunder in this Agreement and cognate expressions shall have corresponding meanings:

ON LETTERHEAD OF CREDIT AGRICOLE CORPORATE & INVESTMENT BANK] June 4, 2020
Grindrod Shipping Holdings Ltd. • June 5th, 2020 • Deep sea foreign transportation of freight

We refer to the Facility Agreement dated 10th February 2020 and your letter dated 8th May 2020 on the request of certain amendments be made to the facility agreement.

and SHAREHOLDERS’ AGREEMENT In respect of IVS BULK PTE. LTD.
Shareholders’ Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight • England and Wales
Dear Sir US$100M Facility Agreement Dated 8 May 2018 (as amended, restated and supplemented from time to time) (the “Facility Agreement”)
Grindrod Shipping Holdings Ltd. • June 5th, 2020 • Deep sea foreign transportation of freight

We refer to the Facility Agreement and your letter dated 8 March 2020 on the request of certain amendments be made to the Facility Agreement.

SIDE LETTER NO. 2
Facility Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight

We refer to the facility agreement dated 9 December 2017, as amended and restated by an amending and restating agreement dated 18 June 2018, and as further amended and supplemented by a side letter dated 7 December 2018, (the "Facility Agreement") and made between (i) Grindrod Maritime LLC as borrower (the "Borrower"), (ii) Grindrod Shipping Pte. Ltd. and Grindrod Shipping Holdings Ltd. as guarantors (the " Guarantors"), (iii) DVB Bank SE (formerly known as DVB Bank SE Singapore Branch) as facility agent (the "Facility Agent") and (iv) DVB Bank SE (formerly known as DVB Bank SE Singapore Branch) as security agent (the "Security Agent") and (v) DVB Bank SE as account bank relating to the financing of m.t. "MATUKU".

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