0001575872-21-000056 Sample Contracts

SIDE LETTER No. 3
Facility Agreement • March 31st, 2021 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight

We refer to the facility agreement dated 21 December 2018, as amended and supplemented by side letters dated 28 June 2019 and 8 May 2020, (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 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"), (v) the financial institutions listed in Part B of Schedule 1 therein as hedge counterparties, (vi) NIBC Bank N.V. as facility agent (the "Facility Agent") and (vii) 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.

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SIDE LETTER No. 4 AMENDMENT OF FINANCIAL COVENANTS
Facility Agreement • March 31st, 2021 • 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 including by a side letter dated 28 June 2019, a side letter number 2 dated 8 May 2020, and a side letter number 3 dated 30 June 2020 (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"), (v) the financial institutions listed in Part B of Schedule 1 therein as hedge counterparties, (vi) NIBC Bank N.V. as facility agent (the "Facility Agent") and (vii) NIBC Bank N.V. as security agent (the "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.

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